BSECompany Update7 Aug 2026 · 7 Aug 2026, 04:14 pm

Monitoring Agency Report for the quarter ended June 30, 2026

Prime Focus Ltd · 532748

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Prime Focus Ltd has submitted a Monitoring Agency Report for the quarter ended June 30, 2026, as per SEBI Regulations, detailing the utilization of proceeds from a Preferential Issue of Equity Shares worth Rs. 5,552.02 crore.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment5/10

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Prime Focus Ltd - 532748 - Announcement under Regulation 30 (LODR)-Monitoring Agency Report

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Date: August 07, 2026 To, To, National Stock Exchange of India Limited BSE Limited Listing Department, Listing Department, Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex Dalal Street Bandra East, Mumbai- 400 001 Mumbai - 400 051 Fax Nos.: 22723121/2037/2039 Fax Nos.: 26598237/26598238 Ref: Scrip Code: BSE: 532748/ NSE: PFOCUS Re.: Monitoring Agency Report for the quarter ended on June 30, 2026. Dear Sir/Madam, Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we hereby submit Monitoring Agency Report for the quarter ended June 30, 2026, issued by CARE Ratings Limited, Monitoring Agency, appointed to monitor the utilisation of proceeds of the funds raised through Preferential Issue of Equity Shares duly reviewed and approved by the Audit Committee and Board of Directors of the Company. The said letter is also available on the Company’s website at www.primefocus.com. Kindly take the above on your record and acknowledge receipt of the same. Thanking You, For Prime Focus Limited Parina Shah Company Secretary & Compliance Officer Encl: Annexure Monitoring Agency Report No. CARE/HO/GEN/2026-27/1121 The Board of Directors Prime Focus Limited Prime Focus House, Opp. Citi Bank, Linking Road, Khar (West), Mumbai – 400 052, Maharashtra, India. August 07, 2026 Dear Sir/Ma’am, Monitoring Agency Report for the quarter ended June 30, 2026 - in relation to the Preferential Issue of equity shares of Prime Focus Limited (“the Company”) We write in our capacity of Monitoring Agency for the Preferential Issue of equity shares for the amount aggregating to Rs. 5,552.02 crore of the Company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations. In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30, 2026, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated August 14, 2025. This is the last Monitoring Agency Report for the aforesaid preferential issue of equity shares of Prime Focus Limited. Request you to kindly take the same on records. Thanking you, Yours faithfully, Raunak Modi Assistant Director raunak.modi@careedge.in Report of the Monitoring Agency Name of the issuer: Prime Focus Limited For quarter ended: June 30, 2026 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil (b) Range of Deviation: Not Applicable Declaration: We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The Monitoring Agency (MA) does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board. Signature: Name and designation of the Authorized Signatory: Raunak Modi Designation of Authorized person/Signing Authority: Assistant Director 1) Issuer Details: Name of the issuer : Prime Focus Limited Name of the promoter/promoter group : A2R Holdings, Naresh Mahendranath Malhotra, Namit Malhotra Industry/sector to which it belongs : Media & Entertainment 2) Issue Details Issue Period : Not applicable Type of issue (public/rights) : Preferential Issue Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 5,552.02 crore 3) Details of the arrangement made to ensure the monitoring of issue proceeds: Source of information / certifications considered by Comments of the Particulars Reply Comments of the Monitoring Agency Monitoring Agency for Board of Directors preparation of report All funds utilized in Q1 FY27 are towards the objects specified in the offer document subject to reclassified in cost of objects as approved by the board via resolution dated January 27, 2026. During the quarter, utilization towards “general corporate purposes” and “Expansion of business operations directly and/or through investment in subsidiaries” is through giving loan to its subsidiary, Brahma AI Services India Limited. The MA is unable to independently verify the end-use of CA certificate*, PAS-4 Forms, funds by the subsidiary and has relied on declarations in the management EGM Resolutions dated July 26, certificate to ascertain that the funds were utilized towards strategic growth Whether all utilization is as per the disclosures in 2026, board resolutions dated Yes and expansion of business operations, respectively. No comments the Offer Document? January 27, 2026, Loan agreement dated April 01, 2026, The company has transferred funds to current account for onward management confirmation utilization. Such account contains multiple other debits and credit resulting in comingling of funds. The MA has received CA certificate which does not provides any assurance on the details submitted by the management as it states “Because the above procedures do not constitute an audit or a review made in accordance with the Generally Accepted Auditing Standards (GAAS) in India, we do not express any assurance or opinion on the Annexure A as of 30 June 2026”. Whether shareholder approval has been obtained Not CA certificate*, management Nil No comments in case of material deviations# from expenditures applicable confirmation Source of information / certifications considered by Comments of the Particulars Reply Comments of the Monitoring Agency Monitoring Agency for Board of Directors preparation of report disclosed in the Offer Document? Whether the means of finance for the disclosed Not CA certificate*, management Nil No comments objects of the issue have changed? applicable confirmation There are no deviations observed over the previous monitoring agency report. Previous MA Report for the Is there any major deviation observed over the No quarter ending March 31, 2026, No comments earlier monitoring agency reports? Please refer to the earlier Monitoring Agency Reports dated November 13, dated May 15, 2026 2025, February 4, 2026, and May 15, 2026, for specific observations regarding the utilization of proceeds in [Showing first 8,000 characters — download PDF for full document]