UFO Moviez India Ltd

To the Members,

Your directors have pleasure in presenting the twentieth report on the business and operations of your Company for the Financial Year ended March 31, 2024.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis for the Financial Year ended March 31, 2024 is summarized below:

(' in Lacs)

For a detailed analysis of the financial performance, please refer to the 'Management Discussion and Analysis' Section, forming part of this Annual Report.

There are no material changes or commitments affecting the financial position of the Company between the end of the Financial Year under review and the date of this report.

DIVIDEND

The Board of Directors of the Company, keeping in view the current financial position, has decided not to recommend any dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

FINANCIAL STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of Indian Accounting Standards (‘Ind AS') notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter as notified under Section 133 of the Companies Act, 2013 (‘Act'), the relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India (‘SEBI'), as applicable. The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value. The financial statements are presented in Indian Rupees (‘INR') and all values are rounded off to the nearest lacs, except when otherwise indicated. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of the underlying transactions and to reasonably present the state of affairs as on March 31, 2024 and the loss including other comprehensive income and cash flow and the changes in equity of the Company for the year ended March 31,2024.

There is no qualification in the standalone or in the consolidated financial statements by the Statutory Auditors for the year under review.

The consolidated financial statements of the Company, its subsidiaries and associates, prepared in accordance with relevant Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter as notified under Section 133 of the Act form part of the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

• During the year under review, the Company had incorporated two Joint Venture Companies in India with Qube Cinema Technologies Private Limited ("Qube"), namely Upmarch Media Network Private Limited ("Upmarch") and X86 Media Artists Private Limited ("X86"). Consequent to termination of the Company's joint venture agreements executed with Qube on account of certain operational issues, Qube and the Company had decided to aquire stake in one Joint Venture Company each and divest its stake in the other. Accordingly, the Company had acquired entire stake of Qube in Upmarch, whereby it became wholly owned subsidiary and divested its entire stake in X86 to Qube, whereby it ceased to be its associate.

• The Company had filed a joint petition with Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT') to obtain its sanction for the Scheme of Amalgamation amongst the

wholly owned subsidiaries (direct / step down) viz. Scrabble Entertainment Limited, Plexigo Entertainment Private Limited, Zinglin Media Private Limited and Scrabble Entertainment (Mauritius) Limited (together known as 'Transferor Companies') with the Company, being the holding company, and its respective shareholders ('Scheme'). The NCLT on January 17, 2024, pronounced the Order, sanctioning the aforesaid Scheme. The certified copy of NCLT order was received on February 01,2024. After fulfilling all the conditions stated under the Scheme, the certified copy of the NCLT Order was filed with the Ministry of Corporate Affairs, Government of India, whereby the Scheme has become operative on and from February 21, 2024 (‘Effective Date'). Consequently, the four aforementioned Transferor Companies now stand amalgamated with the Company and were dissolved without being wound up, on and from the Effective Date.

As at March 31,2024, the Company had 7 direct subsidiaries, 2 step-down subsidiaries and 6 associates. A list of bodies corporate which are direct and step down subsidiaries / associates of the Company is provided as part of the notes to the Consolidated Financial Statements.

In terms of provisions of Listing Regulations, Scrabble Entertainment Limited and Scrabble Entertainment DMCC were the material subsidiaries of the Company.

The Board of Directors have reviewed the affairs of the subsidiaries and associates of the Company. The Consolidated Financial Statements of the Company, all its subsidiaries and associates have been prepared in accordance with Section 129(3) of the Act and form part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries and associates of the Company in the prescribed format AOC-1 is attached to the financial statements. The statement also provides the details of the performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website under the web link: https://www.ufomoviez.com/investor

SHARE CAPITAL

Consequent to the Scheme of Amalgamation referred hereinabove, the Authorized Share Capital of the Wholly Owned Subsidiaries (direct / step down) viz. Scrabble Entertainment Limited, Plexigo Entertainment Private Limited, Zinglin Media Private Limited have been merged into the Company.

The Authorised Share Capital of the Company as on March 31, 2024 is Rs 230,41.45 lacs divided into 7,39,14,500 equity shares of Rs 10 each and 15,65,000 preference shares of Rs 1,000 each.

During the year under review, the Company had allotted 4,04,978 equity shares of Rs 10 each to the eligible employees upon exercise of options granted to them under the Employee Stock Option Scheme - 2014 of the Company.

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 stands at Rs 3,858.12 lacs divided into 3,85,81,208 equity shares of Rs 10 each.

Also, during the year under review, the Company had neither issued any equity shares with differential rights as to dividend, voting rights or otherwise nor had issued sweat equity shares to its Directors or employees.

SHARE WARRANTS

As on March 31,2024, there were no outstanding share warrants of the Company.

INTERNAL FINANCIAL CONTROLS

Your Company has laid out an Internal Controls Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Controls have been identified along with risks and mitigation processes covering major areas across all business functions. These Internal controls were reviewed by the Internal auditors.

Strengthening of controls is a continuous and evolving process in the Company. Based upon observations, findings and recommendations of the Internal Auditors, process owners develop preventive and corrective actions which are then deployed across the organization.

Based on the Board's evaluation, it was determined that the Company's internal financial controls are adequate and were operating effectively during the Financial Year 2023-24.

DIRECTORS' RESPONSIBILITY STATEMENT REQUIRED UNDER SECTION 134(3)(C) OF THE ACT

Based upon the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit and Risk Management Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the Financial Year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the directors 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 at the end of the Financial Year ended March 31,2024 and of the profit and loss of the Company for that year;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest on public deposits was outstanding as of the Balance Sheet date.

RELATED PARTY TRANSACTIONS

All related party transactions including subsequent material modifications, if any, to such related party transactions are placed before the Audit and Risk Management Committee for approval as required under Section 177 of the Act, Regulations 18 and 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). Prior omnibus approval of the Audit and Risk Management Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature.

The related party transactions that were entered into during the year were on an arm's length basis and were in the ordinary course of business.

Further, during the year under review, the Company had not entered into any related party transaction which could be considered material in accordance with the threshold specified in the policy. Accordingly, the disclosure of material related party transactions which is required to be reported as per terms of Section 134(3)(h) of the Act, in Form No. AOC-2 is not applicable.

As per the requirments of the Act and Listing Regulations, the Company has adopted policy on Related Party Transactions which is available on the Company's website at https://www. ufomoviez.com/sites/default/files/UFO Investors/Policy%20 on%20Related%20Party%20T ransactions.pdf

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the Company's

going concern status and its operations in the future. Also, there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2) of Listing Regulations, the Management Discussion and Analysis is set out in the Annual Report.

BOARD DIVERSITY

Your Company recognizes and embraces the benefits of having a diverse Board that possesses a balance of skills, experience, expertise and diversity of perspectives, appropriate to the requirements of the businesses of the Company. The Company sees increasing diversity at the Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of the differences in the skills, regional and industry experience and background among directors. These differences are considered in determining the optimal composition of the Board. The Board has adopted a Board Diversity Policy which sets out its approach in this regard. The Board Diversity Policy is available on the Company's website under the web link: https://www.ufomoviez.com/sites/default/ files/UFO Investors/Policv%20on%20Board%20Diversitv UFO.pdf

BOARD OF DIRECTORS

The current policy of the Company is to have an optimum combination of Executive and Non-Executive Directors with an Independent, Non-Executive Chairman to maintain the independence of the Board and to separate the functions of governance and management in the Company.

As on March 31, 2024, the Board consisted of nine members, two of whom are Executive Directors and seven are NonExecutive Directors. Out of the seven Non-Executive Directors, three are Independent Directors. Mr. Kanwar Singh Anand, an Independent Director is the Chairman of the Board of Directors. The Board periodically evaluates the need for change in its composition and size.

APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS

• Appointment of Directors:

During the year under review, Mr. Raaja Kanwar (DIN: 00024402) was appointed as a Non-Independent NonExecutive Director of the Company with effect from July 06, 2023 to fill the casual vacancy caused due to the resignation of Mr. Kapil Agarwal.

• Re-Appointment of Directors:

During the year under review, Mr. Sanjay Gaikwad was reappointed as the Managing Director of the Company for a further period of three years with effect from October 17, 2023 till October 16, 2026.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Gautam Trivedi, Director, retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

Brief resume, nature of expertise, details of directorships held in other Companies and other relevant information of Mr. Gautam Trivedi who is proposed to be re-appointed in the AGM, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the Notice of the ensuing AGM.

• Resignation of Directors:

Mr. Kapil Agarwal, Non-Independent Non-Executive Director (DIN: 00024378) of the Company resigned from the position of Director of the Company with effect from April 26, 2023, due to his pre-occupation.

The Board of Directors places on record its appreciation for the contribution made by Mr. Kapil Agarwal.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and under the Listing Regulations.

Based on the annual confirmations received from the Independent Directors, in terms of Regulation 25(9) of the Listing Regulations, the Board is of the opinion that the Independent Directors fulfil the criteria of Independence as specified under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are Independent of the management.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation of every Director's performance, determining the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and success of the Company.

The Nomination and Remuneration Policy of the Company is available on the Company's website under the web link: https://www.ufomoviez.com/sites/default/files/UFO Investors/ Nomination%20and%20Remuneration%20Policy F clean.pdf

The details of the managerial remuneration for the Financial Year 2023-24 are provided in the Corporate Governance Report.

BOARD EVALUATION

Regulation 4(2)(f) of the Listing Regulations mandates that the Board shall monitor and review the board evaluation framework. The Act states that a formal annual evaluation of the performance of the Chairman, Board, its committees and of individual directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also mandates that the Board shall evaluate the fulfilment of the independence criteria of the Independent Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of Chairman of the Company, all the individual directors, the Board as a whole and that of its Committees was conducted based on the criteria and framework adopted by the Board.

INDEPENDENT DIRECTORS' MEETING

During the Financial Year 2023 - 24, the Independent Directors met on May 25, 2023 inter alia, to:

(a) review the performance of the Non-Independent Directors and the Board of Directors as a whole;

(b) review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, content and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

COMMITTEES OF BOARD OF DIRECTORS

In compliance with the provisions of the Act and Listing Regulations, Statutory Board Committees are constituted viz. Audit and Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship Committee. For administrative convenience, Finance Committee is constituted.

A detailed update on the Board and Committees, its composition, meetings held during the Financial Year 2023-24 and attendance of the Directors at each meeting is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

In view of losses incurred during the financial year under review, the Company did not have any obligations for undertaking Corporate Social Responsibility (‘CSR') activities, as per the provisions of Section 135 of the Act.

However, during the financial year 2020-21, the Company had undertaken ongoing CSR projects under the two identified focus areas viz, promotion of education and healthcare for carrying out its CSR activities. Also, pursuant to the scheme of merger made effective during the financial year under review, the unspent portion of the CSR obligations of Scrabble Entertainment Limited (‘SEL'), wholly owned subsidiary for the financial years 2021 - 22 and 2022 - 23 stood transferred to the Company.

Brief details on the CSR activities undertaken by the Company and SEL under the Ongoing CSR projects and the Annual Report on CSR activities, as per the format prescribed under the provisions of the Act and Rules framed thereunder, is set out as "Annexure-1" forming part of this Report.

The CSR Committee of the Board of Directors is in place in terms of Section 135 of the Act. The details of CSR Committee including composition, terms of reference etc. are provided in the Report on Corporate Governance, which forms part of this Annual Report.

In terms of the Act and Rules framed thereunder, the CSR Policy formulated by the CSR Committee and approved by the Board can be accessed at https://www.ufomoviez.com/sites/default/ files/UFO Investors/CSR Policy 2021.pdf

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigilance mechanism in confirmation with Section 177(9) of the Act and Regulation 22 of the Listing Regulations to report genuine concerns or grievances.

The details of the Whistle Blower Policy are available on the Company's website under the web link: https://www.ufomoviez. com/sites/default/files/UFO Investors/1%20Whistle%20 Blower%20Policv.pdf.

For further details on the Whistle Blower Policy, please refer to the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

The Company has developed and implemented Risk Management plans in accordance with the provisions of the Act and the Listing Regulations. The Risk Management plans define the risk management approach of the Company and includes a periodic review of such risks and also the documentation, mitigating measures, and reporting mechanism of such risks.

CORPORATE GOVERNANCE

The Corporate Governance Report for the Financial Year ended March 31,2024 as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are enclosed as "Annexure-2" to this report.

AUDITORS Statutory Auditors

At the 19^th Annual General Meeting (‘AGM'), held on September 12, 2023, M/s. B S R & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office for their second term of five consecutive years commencing from the conclusion of 19^th AGM till the conclusion of 24^th AGM.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit and Risk Management Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Report.

Secretarial Auditor

Mr. Dharmesh Zaveri of M/s. D.M. Zaveri & Co., Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial Year 2023-24 forms part of this report as "Annexure-3". The report is free of any qualifications or adverse observations.

Further, maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the the Company's website under the web link https://www.ufomoviez.com/sites/default/files/Annual Return/MGT- 7 PDF.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs 74,745/- pertaining to Interim Dividend for the Financial Year 2015 - 16 in April, 2023 and Rs 65,802/- pertaining to Final Dividend for the Financial Year 2015 - 16 in October, 2023 to the Investor Education and Protection Fund (‘Fund') established by the Central Government, in compliance with the Act. The said amount represents unpaid/ unclaimed dividend which was laying with the Company for a period of seven consecutive years.

Further, the Company has transferred 5,353 and 542 equity shares of Rs 10/- each on which the dividend remained unpaid or unclaimed for seven consecutive years to the IEPF Authority in compliance with the Act in April, 2023 and October, 2023 respectively. Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3) of the Act, as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

HUMAN RESOURCES

Your Directors believe that the key to the success of any Company are its employees. Your Company has a team of abled and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Company's growth. Your Directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing ratio of the remuneration of each director to the median employee's remuneration and such other details is appended as "Annexure-4" to this report.

A statement containing the names of top 10 employees, in terms of their remuneration, in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this report. The said statement is not being sent along with this annual report to the members of the Company.

In terms of Section 136 of the Act, members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

Employee Stock Options

The Company operates the 'UFO Moviez India Limited - Employee Stock Option Scheme - 2014' (‘ESOP Scheme 2014'), which is compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations').

The details of employee stock options form part of the notes to accounts of the financial statements in the Annual Report for the FY 2023-24 and relevant disclosures as per the requirements of the SBEB Regulations are available on the Company's website under the web link: https://www.ufomoviez.com/sites/default/files/UFO Investors/ESOP%20 Reg%2014%20Disclosure 31.03.2024.pdf

Policy on prevention, prohibition and redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘said Act') and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee as per the provisions of the said Act to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the Financial Year 2023-24.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in the statement. Important factors that could influence the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws, economic developments within the country and other incidental factors.

ACKNOWLEDGMENT

Your directors thank all customers, vendors, investors, bankers and all other business partners for their excellent support during the year. They wish to place on record, appreciation of the strong commitment and contribution made by employees of the Company at all levels.

Your directors also take this opportunity to place on record their appreciation for continued co-operation and unstinted support received from the film producers, distributors, exhibitors, and advertisers who have contributed to the success of the Company.

Your directors thank the Central Government, various State Governments and other Government agencies and bodies for their support, and look forward to their continued support in the future.