Dear Members,
 
 The directors are pleased to present the Annual Report of the Company
 along with the audited Accounts for the year J ended March 31, 2011:
 
 1.  Financial Performance:
 
 The Standalone and Consolidated Audited Financial Results for the year
 ended March 31, 2011 are as follows:
 
                                                (Rs. in lacs)
 
                                 Consolidated      Standalone
 
 Particulars                 2010-11    2009-10    2010-11    2009-10
 
 income from operations    50,295.83  45,278.38  13,550.58   9,527.26
 
 other income               1,497.74     878.85     481.63     504.28
 
 Total Income              51,793.57  46,157.23  14,032.21  10,031.54
 
 less : expenditure        34,287.92  34,687.89   8,047.81   4,949.02
 
 Profit Before Interest, 
 Depreciation and Tax      17,505.65  11,469.35   5,984.40   5,082.52
 
 less : interest            2,630.47   2,183.40   1,386.15   1,235.60
 
 Profit After Interest, 
 Before Depreciation and 
 Tax                       14,875.18   9,285.95   4,598.25   3,846.92
 
 less : Depreciation        5,455.74   4,258.70   2,395.10   1,934.97
 
 Profit Before Tax (PBT)    9,419.44   5,027.25   2,203.15   1,911.95
 
 less: Provision For Tax
 
 Current Tax                       -     852.30          -     613.25
 
 Deferred Tax                 600.63     235.64     227.80      26.04
 
 Profit After Tax           8,818.81   3,939.31   1,975.35   1,272.66
 
 less: Minority interest    1,210.18     596.93          -          -
 
 Profit After Tax (after 
 adjustment of minority 
 interest)                  7,608.63   3,342.38   1,975.35   1,272.66
 
 Add: Balance Brought 
 Forward from previous 
 year                      10,851.92   7,509.54  10,126.92   8,854.26
 
 Profit available for 
 appropriation             18,460.55  10,851.92  12,102.27  10,126.92
 
 less: Transfer To 
 General Reserve                   -          -          -          -
 
 Balance Carried To 
 Balance Sheet             18,460.55  10,851.92 12,102.271  10,126.92
 
 2.  Operations Review:
 
 Total income of your company for the year under review increased to Rs.
 14,032.21 lacs from Rs. 10,031.54 lacs in the previous year and
 witnessed 39.88% growth. Profit before Tax, Depreciation & interest
 (PBDiT) amounted to Rs. 5,984.40 lacs which is higher by 17.74 % in
 comparison to previous year.  net Profit after Tax is at Rs. 1,975.35
 lacs as against Rs. 1,272.66 lacs in previous year.
 
 on consolidated basis, total income of your company and its subsidiary
 stands at Rs. 51,793.57 lacs. Total income has increased by 12.21% over
 previous financial year.  Profit before Tax, Depreciation & interest
 (PBDiT) was Rs. 17,505.65 lacs which is higher by 52.63% in comparison
 to previous year amount of Rs. 11,469.35 lacs. Profit After Tax (PAT)
 increased by 123.87% during the year under review and stands at Rs.
 8818.81 lacs.
 
 3.  Dividend:
 
 in order to preserve funds for future activities, the Board of
 Directors of your Company do not recommend any Dividend for the year
 ended March 31, 2011.
 
 4.  Appropriations:
 
 no appropriations are proposed to be made for the year under
 consideration.
 
 5.  CAPITAL:
 
 During the year under review, the authorised share capital of the
 Company was increased from Rs. 15 Crores to Rs. 20 Crores to enable the
 Company to meet the additional capital requirements.
 
 During the year under review, your Company has allotted 10,641,566
 equity Shares of face value of Re. 1/- each to Qualified institutional
 Buyers under QiP as per Chapter viii of the SeBi Regulations at a price
 of Rs. 68.58 per equity Share (including a premium ofRs. 67.58 per
 equity Share), aggregating to Rs. 729,798,596 on november 10, 2010. The
 amount was raised with object to augment long term working capital
 requirements of the Company in view of the expected growth in the
 Company''s business, prepay / repay debt, expand and to upgrade existing
 facilities, strengthen the financial position of our Company, fund
 other strategic initiatives and/or for other general corporate
 purposes.
 
 Your Company has allotted 1,000,000 warrants convertible into equity
 Shares on october 15, 2010 to Mr. namit Malhotra, a member of the
 Promoters and Promoter Group carrying an option/ entitlement to
 subscribe to equivalent number of equity Shares on a future date not
 exceeding 18 months from the date of allotment of such warrants. each
 warrant shall be convertible into one equity share of nominal value of
 Rs. 10/- each at a price not less than the minimum price determined in
 accordance with the provision of Chapter vii of SeBi (iCDR)
 Regulations.
 
 To augment and improve liquidity of Companys''s equity share and enhance
 shareholder''s value, Company''s equity share ofRs. 10/- each fully paid
 up was subdivided into 10 equity shares of Rs. 1 fully paid up. The
 record date fixed for the purpose of sub division of equity shares of
 the company was november 1, 2010.
 
 The Company had issued FCCB of USD 55 mn on December 12, 2007 and
 during the year under review, no bonds have been converted into equity
 shares of the Company.
 
 6.  SUBSIDIARIES:
 
 we have six direct subsidiary companies including two foreign
 subsidiary companies.
 
 in accordance with the general circular no. 2/2011 dated February 08,
 2011 issued by the Ministry of Corporate Affairs, the annual accounts
 of these subsidiary companies are not being attached with the balance
 sheet of the Company. The Company will make available the annual
 accounts of the subsidiary companies and related detailed information
 to any member of the Company who may be interested in obtaining the
 same.  The annual accounts of the subsidiary companies will also be
 kept open for inspection at the registered office of the Company and
 that of the respective subsidiary companies. The consolidated financial
 statements presented by the Company include the financial results of
 its subsidiary companies.
 
 7.  DIRECTORS:
 
 in accordance with the requirements of the Companies Act, 1956, Mr.Kodi
 Raghvan Srinivasan and Mr.  Padmanabha Gopal Aiyar, independent and non
 executive Directors of the Company retire by rotation at the ensuing
 Annual General Meeting and being eligible offer themselves for
 re-appointment. As stipulated in terms of Clause 49 of the listing
 agreement with the stock exchanges, the brief resume of Mr.Kodi Raghvan
 Srinivasan and Mr. Padmanabha Gopal Aiyar, will be provided in the
 notice convening 14th Annual General Meeting of the Company.
 
 Mr.Hari Padmanabhan resigned from the Board of Directors the Company
 with effect from February 14, 2011. The Board wishes to place on record
 its appreciation for his valuable contribution during his tenure as
 member of the Board.
 
 8.  CORPORATE GOVERNANCE REPORT AND GENERAL SHAREHOLDER INFORMATION:
 
 As required by Clause 49 (vi) of the listing agreement entered into by
 the Company with the stock exchanges, a detailed report on Corporate
 Governance is provided as Annexure which forms part of the Directors''
 Report. The General Shareholders information has been provided as
 Annexure which also forms part of the Directors'' Report.  The Company
 is in compliance with the requirement and disclosures that have to be
 made in this regard.  The Practicing Company Secretary''s'' Certificate
 on compliance with corporate governance requirements by the Company is
 attached to the Corporate Governance Report and forms part of the
 Directors Report.
 
 9.  PUBLIC DEPOSITS:
 
 During the year under review, the Company did not accept any Deposits
 within the meaning of the provisions of Section 58A of the Companies
 Act, 1956.
 
 10.  PARTICULARS OF EMPLOYEES:
 
 in terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report. Having regard to the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 11.  DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES
 ACT, 1956:
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 confirm to their best knowledge and belief that:
 
 - In the preparation of annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 
 - They have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31st March, 2011 and of the profit and loss account
 of the Company for the year ended on that date;
 
 - They have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 - They have prepared the annual accounts on a going concern basis.
 
 12.  AWARDS AND ACHIEVEMENTS:
 
 During the year, the Company has received several awards.  Some
 prominent awards received are as follows:
 
 - CGTantra Community Awards 2011 for Best vFX in Commercial for Zen
 estilo ad.
 
 - Apsara Awards 2011 for Best visual effects for ''Guzaarish''
 
 - eMe Awards 2011 for Best Film Content ''Guzaarish''
 
 - eMe Awards 2011 for the Best Tv Content for indigo Airlines ''on-Time''
 advert.
 
 - Award of excellence at ASiFA iAD 2010 for ''Raavan''
 
 13. AUDITORS AND AUDITORS'' REPORT:
 
 M/s. S.R. Batliboi & Associates, Chartered Accountants resigned as
 Statutory Auditors of the Company and M/s.  MZS & Associates, Chartered
 Accountants were appointed in their place at the extra ordinary General
 Meeting held on April 30, 2011 as Statutory Auditors of the Company.
 
 M/s. MZS & Associates, Chartered Accountants, the Statutory Auditors
 hold office until the conclusion of the ensuing Annual General Meeting
 and are eligible for reappointment. The members are requested to
 consider their re-appointment and to fix their remuneration.  The
 retiring auditors have, under Section 224 (1B) of the Companies Act,
 1956, furnished confirmation of their eligibility for the
 re-appointment.
 
 As regards the emphasis and qualifications made by the Auditors as
 stated in paragraph number 4 and 5 of their report on the accounts of
 Prime Focus limited and paragraph 5 of their report on the Consolidated
 Financial Statements of the Company respectively, attention is invited
 to note no. 19 (c), (d) and (e) of Schedule 16 on Significant
 Accounting Policies and notes forming part of the Accounts of the
 Company and note no. 16 (c), (d) and (e) of Schedule 18 of the
 Consolidated Financial Statements of the Company, wherein the detail
 explanation has been provided which in the opinion of the Board of
 Directors are self explanatory.
 
 14.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 i.  Conservation of Energy and Technology Absorption:
 
 Although the Company is not engaged in manufacturing activities, the
 Company makes every effort to conserve energy as far as possible in its
 post production facilities, Studios, offices, etc.  The company also
 makes significant measures to reduce energy consumption by
 using/purchasing energy efficient equipments. we purchase PCs, laptops,
 air conditioners etc that meet environment standards, wherever possible
 and replace old equipment with more energy-efficient equipment.  our
 energy costs constitutes a very small part of our total expenses, the
 financial impact of these _ measures is not material but we constantly
 evaluate new developments and invest into latest energy efficient
 technology.
 
 Your company is predominantly a service provider and research &
 development is carried out as an integral part of the activities of the
 Company. The Company adopts the latest trends in the technology
 development and introduces the same so as to ensure reduction in cost
 with best quality output.
 
 ii. Foreign Exchange Earnings and Outgo:
 
 Activities relating to export, initiatives to increase exports,
 Developments of new export markets for Products and Services and Export
 Plan
 
 The Company has continued to maintain focus and avail of export
 opportunities based on economic considerations. During the year, the
 Company has exports worth Rs. 6262.94 lacs.
 
                                                 (Rs. in lacs)
 
 Particulars                               2010-2011       2009-2010
 
 Foreign exchange earned:
 
 Technical Service receipts                  2793.84          484.81
 
 Foreign exchange outgo:
 
 Payment on other accounts                    197.64          324.00
 
 15. Acknowledgements:
 
 Your Directors would like to express their appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, Government authorities, customers, vendors and members during
 the year under review. Your Directors also wish to place on record
 their deep sense of appreciation for the committed services by the
 executives and staff of the Company.
 
                       For and on behalf of the Board of Directors
 
                                                              Sd/-
 
                                                   Naresh Malhotra
 
                                  Chairman and Whole-time Director
 
 Place: Mumbai
 
 Date: June 20, 2011