UFO Moviez India Ltd

Your directors have pleasure in presenting the twenty-first report on the business and operations of your Company for the Financial

Year ended March 31, 2025.

The financial performance of your Company on a standalone and consolidated basis for the Financial Year ended March 31, 2025 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.

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 2024-25.

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

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, 2025 and the loss including other comprehensive income and cash flow and the changes in equity of the Company for the year ended March 31, 2025.

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.

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 Arrangement amongst the wholly owned subsidiaries viz. Scrabble Digital Limited and UFO Software Technologies Private Limited (together known as ‘Transferor Companies') with the Company, being the holding company, (‘the Company' or ‘Transferee Company') and its respective shareholders (‘Scheme'). The NCLT on March 18, 2025, pronounced the Order, sanctioning the aforesaid Scheme. The certified copy of NCLT order was received on March 27, 2025. 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 March 31, 2025 (‘Effective

Date'). Consequently, the two aforementioned Transferor Companies now stand amalgamated with the Company and were dissolved without being wound up, on and from the Effective Date.

During the year under review, the Company has sold its entire stake in Mukta V N Films Limited ("Mukta"), whereby it ceased to be its associate.

As at March 31, 2025, the Company had 5 direct subsidiaries,

2 step-down subsidiaries and 5 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 DMCC was the material subsidiary 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

Consequent to the sanction of the Scheme of Arrangement referred hereinabove, the Authorized Share Capital of the Wholly Owned Subsidiaries viz. Scrabble Digital Limited and UFO Software Technologies Private Limited have been merged into the Company.

The Authorised Share Capital of the Company as on March 31, 2025 is ? 231,41.45 lacs divided into 7,49,14,500 equity shares of ? 10 each and 15,65,000 preference shares of

? 1,000 each.

During the year under review, the Company had allotted 2,33,549 equity shares of ? 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, 2025 stands at ? 3,881.48 lacs divided into 3,88,14,757 equity shares of ? 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.

As on March 31, 2025, there were no outstanding share warrants of the Company.

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 2024-25.

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 2024-25.

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:

in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

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, 2025 and of the profit and loss of the Company for that year;

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;

the annual accounts have been prepared on a ‘going concern' basis;

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;

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

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.

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.

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 Act & Regulations (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 requirements 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%20on%20 Related%20Party%20Transactions.pdf

During the year under review, there were 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.

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

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/Policy%20on%20Board%20Diversity_UFO.pdf

As on March 31, 2025, the Board consisted of nine members, two of whom are Executive Directors and seven are Non- Executive 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.

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

The Board of Directors of the Company in its meeting held on May 22, 2025, upon recommendations received from the Nomination and Remuneration Committee and subject to approval of members of the Company, have approved the following re-appointments to the Board of Directors:

Re-appointment of Mr. Rajesh Mishra as an Executive Director of the Company for a further period of three years from the expiry of his present term of office, i.e. with effect from June 18, 2025 upto June 17, 2028.

Re-appointment of Mr. Kanwar Bir Singh Anand as an Independent Director for a second term of 5 consecutive years commencing from May 26, 2025 upto May 25,

2030.

Re-appointment of Mr. Rajiv Batra and Ms. Swati Mohan as Independent Directors for a second term of 5 consecutive years commencing from June 15, 2025 upto June 14, 2030.

The re-appointments are recommended taking into account the skills, competencies, experience of the Directors and the substantial contribution made by them during their tenure. The Board is of the opinion that the continued association of the Directors will be of immense benefit to the Company.

Brief resume, nature of expertise, details of directorships held in other Companies and other relevant information of the Directors 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.

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.

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of 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

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

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%20Blower%20 Policy.pdf .

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/Form_MGT_7.pdf

Further, the Company has transferred 11,081 equity shares of ? 10/- each on which the dividend remained unpaid or unclaimed for seven consecutive years to the IEPF Authority in compliance with the Act in November, 2024. 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 .

The details of employee stock options form part of the notes to accounts of the financial statements in the Annual Report for the FY 2024-25 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%20Reg%2014%20 Disclosure_31.03.2025.pdf