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UFO Moviez India Ltd.

BSE: 539141 Sector: Media
NSE: UFO ISIN Code: INE527H01019
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VOLUME 10062
52-Week high 138.70
52-Week low 83.45
P/E
Mkt Cap.(Rs cr) 417
Buy Price 109.25
Buy Qty 26.00
Sell Price 109.50
Sell Qty 48.00
OPEN 107.35
CLOSE 109.00
VOLUME 10062
52-Week high 138.70
52-Week low 83.45
P/E
Mkt Cap.(Rs cr) 417
Buy Price 109.25
Buy Qty 26.00
Sell Price 109.50
Sell Qty 48.00

UFO Moviez India Ltd. (UFO) - Director Report

Company director report

To the Members

Your directors have pleasure in presenting the eighteenth report on the business andoperations of your Company for the Financial Year ended March 31 2022.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis forthe Financial Year ended March 31 2022 is summarized below:

(Rs in lacs)
Particulars

Standalone

Consolidated

FY22 FY21 Growth FY22 FY21 Growth
Revenue from Operations 8109.09 1637.76 395% 15005.55 8265.35 81.55%
Other Operating Income 557.29 141.02 295% 1008.24 544.03 85.33%
Other Income 332.80 333.39 0% 380.44 411.46 -7.54%
Total Income 8999.18 2112.17 326% 16394.23 9220.84 77.80%
Total Expenses 14083.51 10757.36 31% 21113.49 17587.59 20.05%
Earnings before Interest Tax Depreciation and Amortisation (EBITDA) (5084.33) (8645.19) -41% (4719.26) (8366.75) -43.60%
EBITDA Margin (56.50%) (409.30%) -86% (28.79%) (90.74%) -68.28%
Depreciation and Amortisation 5115.59 5674.34 -10% 5577.47 6300.10 -11.47%
Earnings before Interest and Tax (EBIT) (10199.92) (14319.53) -29% (10296.73) (14666.85) -29.80%
Finance Cost 1120.17 1230.44 -9% 1162.86 1306.75 -11.01%
Finance Income (2354.38) (967.49) -143% (445.53) (949.52) -53.08%
Profit before Tax and share of profit from associates (8965.71) (14582.48) -39% (11014.06) (15024.08) -26.69%
Share of profit from associates (net) 342.13 (71.80) -576.50%
Profit before tax and after shares of profit from associates (8965.71) (14582.48) -39% (10671.93) (15095.88) -29.30%
Tax (2078.97) (3318.04) -37% (1986.45) (3335.88) -40.45%
Profit after Tax (PAT) (6886.74) (11264.44) -39% (8685.48) (11760.00) -26.14%
Other Comprehensive Income (58.54) 34.84 -268% (12.10) 12.93 -193.66%
Total comprehensive income for the year net of tax (6945.28) (11229.60) -38% (8697.58) (11747.07) -25.95%
Profit for the year attributable to equity shareholder - - - (8685.48) (11760.00) -26.14%
Profit for the year attributable to Noncontrolling interests - - - - - -
Other comprehensive income attributable to equity Shareholder - - - (12.10) 12.93 -193.66%
Other comprehensive income attributable to Non controlling interests - - - - - -

For a detailed analysis of the financial performance please refer to the"Management Discussion and Analysis" Section forming part of this AnnualReport.

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

DIVIDEND

Due to the adverse impact of COVID - 19 induced restrictions for the major part of theyear the Company has incurred losses during the Financial Year. The Board of Directorshave decided to conserve its resources and not to declare any dividend for the FinancialYear 2021-22.

TRANSFER TO RESERVES

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

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year under review subsequent to approval accorded by the shareholders ofthe Company at the ExtraOrdinary General Meeting held on November 26 2021 the Companyhad issued and allotted 9399933 equity shares on a preferential basis to Nepean FocusedInvestment Fund (a scheme of investment of Nepean Investment Trust II a category IIAlternative Investment Fund registered with the Securities and Exchange Board of India)at a price of Rs 103.01 (including premium of Rs 93.01) per equity share aggregating toRs 9682.87 lacs for cash consideration. The proceeds of the said Preferential Issue wereraised to meet the working capital requirements general corporate purpose to support thefuture growth plans of the Company and to further invest in the subsidiaries and suchother purpose as the Board may decide.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31 2022 is Rs 20955 lacsdivided into 53050000 equity shares of Rs 10 each and 1565000 preference shares of Rs1000 each. There was no change in Authorised Share Capital of the Company during the yearunder review.

During the year under review the Company had allotted 9399933 equity shares of Rs 10each to Nepean Focused Investment Fund as mentioned above. Further the Company hadallotted 290409 equity shares of Rs 10 each to the eligible employees upon exercise ofoptions 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 2022stands Rs 3804.11 lacs divided into 38041143 equity shares of Rs 10 each.

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

SHARE WARRANTS

As on March 312022 there were no outstanding share warrants of the Company.

FINANCIAL STATEMENTS

Your Company prepares its financial statements in compliance with the requirements ofIndian Accounting Standards (‘Ind AS') notified under the Companies (IndianAccounting Standards)

Rules 2015 and relevant amendment rules issued thereafter as notified under Section133 of the Act (‘the Act') the relevant provisions of the Act and guidelinesissued by the Securities and Exchange Board of India (‘SEBI') as applicable.The financial statements have been prepared on a historical cost basis except for certainfinancial assets and liabilities which have been measured at fair value. The financialstatements are presented in Indian Rupees (‘INR') and all values are roundedoff to the nearest lacs except when otherwise indicated. The estimates and judgmentsrelating to the financial statements are made on a prudent basis so as to reflect in atrue and fair manner the form and substance of the underlying transactions and toreasonably present the state of affairs as on March 312022 and the profit including othercomprehensive income and cash flow and the changes in equity of the Company for the yearended March 31 2022.

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

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

INTERNAL FINANCIAL CONTROLS

Your Company has laid out an Internal Controls Framework which is commensurate with thesize scale and complexity of its operations. This framework ensures the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. Controls have been identified along with risks and mitigationprocesses covering major areas across all business functions. These Internal controls werereviewed by the Internal auditors.

Strengthening of controls is a continuous and evolving process in the Company. Basedupon observations findings and recommendations of the internal auditors process ownersdevelop preventive and corrective actions which are then deployed across the organization.

Based on the Board's evaluation it was determined that the Company's internalfinancial controls are adequate and were operating effectively during the Financial Year2021-22.

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

Based upon the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit and Risk Management Committee the Board is of

the opinion that the Company's internal financial controls were adequate and operatingeffectively during the Financial Year 2021-22.

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

(a) in the preparation of the annual accounts for the Financial Year ended March 312022 the applicable accounting standards have been followed and there are no materialdepartures from the same;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year endedMarch 31 2022 and of the profit and loss of the Company for that year;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 theCompany and that such internal financial controls are adequate and operating effectively;

(f) proper systems to ensure compliance with the provisions of all applicable laws werein 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 thenotes 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 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014 and as such noamount of principal or interest on public deposits was outstanding as of the Balance Sheetdate.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions are placed before the Audit and Risk ManagementCommittee for approval as required under Section 177 of the Act and Regulation 18 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘the Listing Regulations'). Prior omnibus approval of theAudit and Risk Management Committee is obtained on an annual basis for the transactionswhich are planned/repetitive in nature.

The related party transactions that were entered into during the Financial Year endedMarch 31 2022 were on an arm's length basis and were in the ordinary course of business.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions or which is required to bereported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 and hence Form AOC-2 is notprovided.

In line with the requirements of the Act and the Listing Regulations the Company hasmodified the Policy on Related Party Transactions which is also available on the Company'swebsite at https://www.ufomoviez.com/sites/default/files/UFOInvestors/Policv%20on%20Related%20Partv%20Transactions. pdf

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals which impact the Company's going concern status and its operations in thefuture. Also there are no proceedings pending under the Insolvency and Bankruptcy Code2016 and that there is no instance of onetime settlement with any Bank or FinancialInstitution during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

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

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As at March 31 2022 the Company had 6 direct subsidiaries 6 step-down subsidiariesand 7 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 FinancialStatements. The following developments took place during the year under review:

• In terms of provisions of Listing Regulations Scrabble Entertainment Limitedand Scrabble Entertainment DMCC were the material subsidiaries of the Company.

• United Film Organizers Nepal Private Limited a wholly owned subsidiary of theCompany having no business operations since last few years was under voluntaryliquidation. On completion of the process of liquidation its registration has beencancelled w.e.f. March 10 2022 by the Ministry of Industry Commerce and Supply Office ofCompany Registrar Tripureshwor Kathmandu Nepal.

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries and associates of the Company. The Consolidated Financial Statements of theCompany all its subsidiaries and associates have been prepared in accordance with Section129(3) of the Act and form part of the Annual Report. Further a statement containing thesalient features of the financial statements of the subsidiaries and associates of theCompany in the prescribed format AOC-1 is attached to the financial statements. Thestatement also provides the details of the performance and financial position of each ofthe subsidiaries and associates.

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

BOARD DIVERSITY

Your Company recognizes and embraces the benefits of having a diverse Board thatpossesses a balance of skills experience expertise and diversity of perspectivesappropriate to the requirements of the businesses of the Company. The Company seesincreasing diversity at the Board level as an essential element in maintaining acompetitive advantage. A truly diverse Board will include and make good use of thedifferences in the skills regional and industry experience and background amongdirectors. These differences are considered in determining the optimal composition of theBoard. The Board has adopted a Board Diversity Policy which sets out its approach in thisregard. The Board Diversity Policy is available on the Company's website under the weblink: https://www.ufomoviez.com/sites/ default/files/UFO Investors/Policy%20on%20Board%20Diversity UFO.pdf

BOARD OF DIRECTORS

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

As on March 31 2022 the Board consisted of nine members two of whom are ExecutiveDirectors and seven are Non-Executive Directors. Out of the seven Non-Executive Directorsthree are Independent Directors. Mr. Sanjeev Aga an Independent Director is the Chairmanof the Board of Directors. The Board periodically evaluates the need for change in itscomposition and size.

APPOINTMENT RE-APPOINTMENT AND RETIREMENT OF DIRECTORS

Consequent to the Preferential Issue of Shares the Company entered into a ShareSubscription Agreement dated November 03 2021 with Nepean Capital LLP (in its capacity asthe investment manager acting for Nepean Investment Trust II and through the scheme ofinvestment Nepean Focused Investment Fund) (‘SSA'). Pursuant to the SSA Mr.Anand Trivedi and Mr. Gautam Trivedi were appointed as Additional Directors in thecategory of Non-Executive Directors of the Company w.e.f. December 09 2021.

In accordance with Sections 152 and 161 of the Act Mr. Anand Trivedi and Mr. GautamTrivedi will hold office till the date of the ensuing Annual General Meeting (‘AGM').The Company has received notice from member of the Company under Section 160 of the Actproposing their candidature as Directors at the AGM. The Board recommends theirappointment.

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

As per mutual agreement with the Board of Directors Mr. Kapil Agarwal Joint ManagingDirector will step down from active management and from his role of Joint ManagingDirector of the Company w.e.f. close of business hours on June 17 2022 and will beimmediately thereafter designated as a Non-Executive Director liable to retire byrotation. The Board places on record the immense contribution made by Mr. Kapil Agarwal inthe growth of the Company.

As part of succession planning the Board has appointed Mr. Rajesh Mishra Presidentand Group CEO of the Company as an Additional Director in the category and with thedesignation of Executive Director & Group CEO w.e.f. June 18 2022. Mr. Mishra hasbeen associated with the Company since 2006 and is currently responsible for overalloperation of the Company. He will be largely assuming the role of Mr. Kapil Agarwal. TheBoard recommends his appointment.

Mr. Kanwar Bir Singh Anand (DIN 03518282) was appointed as an Additional Director inthe category of Independent Non-Executive Director of the Company for a period of threeconsecutive years i.e. from May 26 2022 upto May 25 2025 subject to approval of membersof the Company. The Company has received requisite notice from member of the Company underSection 160 of the Act proposing his candidature as a Director at the AGM. The Boardrecommends his appointment.

Brief resume nature of expertise details of directorships held in other companies ofthe aforesaid Directors and other relevant information of the Directors proposed to beappointed / reappointed in the AGM as stipulated under Secretarial Standard 2 andRegulation 36 of the Listing Regulations are appended as an Annexure to the Notice of theensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

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

Based on the annual confirmations received from the Independent Directors in terms ofRegulation 25(9) of the Listing Regulations the Board is of the opinion that theIndependent Directors fulfil the criteria of Independence as specified under Section149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and areIndependent of the management.

The Board is also of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of general corporatemanagement marketing finance taxation accounts and strategy and they hold higheststandards of integrity.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant tothe provisions of Section 178(3) of the Act and the Listing Regulations. The Policyincludes laying down criteria for identifying persons who are qualified to becomeDirectors Key Managerial Personnel (‘KMP') Senior Management Personnel andother Employees of the Company laying down criteria to carry out evaluation of everyDirector's performance determining the composition and level of remuneration includingreward linked with the performance which is reasonable and sufficient to attract retainand motivate Directors KMPs Senior Management Personnel and Other Employees to worktowards the long term growth and success of the Company.

The Nomination and Remuneration Policy of the Company is available on the Company'swebsite 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 2021-22 are providedin the Corporate Governance Report.

BOARD EVALUATION

Regulation 4(2)(f) of the Listing Regulations mandates that the Board shall monitor andreview the board evaluation framework. The Act states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Further Regulation 17(10) of the Listing Regulations and ScheduleIV of the Act state that the performance evaluation of Independent Directors shall be doneby the entire Board of Directors excluding the director being evaluated. Regulation17(10) of the Listing Regulations also mandates that the Board shall evaluate thefulfilment of the independence criteria of the Independent Directors as per the ListingRegulations and their independence from the management.

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

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on May 26 2022 inter alia to:

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

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

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

COMMITTEES OF BOARD OF DIRECTORS

In compliance with the provisions of the Act and Listing Regulations Statutory BoardCommittees are constituted viz. Audit and Risk Management Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee Stakeholders'Relationship Committee and Compensation Committee. Finance Committee is constituted foradministrative convenience.

A detailed update on the Board and Committees its composition meetings held duringthe Financial Year 2021-22 and attendance of the Directors at each meeting is provided inthe Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

The Company did not have average net profits for the last three financial years andaccordingly it was not obligated to contribute towards CSR activities during FinancialYear 2021-22. The Company had undertaken certain ongoing CSR Projects during the previousFinancial Year 2020 -21. The Annual Report on CSR activities as required under theprovisions of the Act is set out as "Annexure-1" forming part of thisReport.

VIGIL MECHANISM

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

The details of the Whistle Blower Policy are available on the Company's website underweb link: https://www.ufomoviez.com/sites/default/files/UFO Investors/WhistleBlowerPolicy2017.pdf. For further details on the Whistle blower Policy pleaserefer 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 theprovisions of the Act and the Listing Regulations. The Risk Management plans define therisk management approach of the Company and includes a periodic review of such risks andalso the documentation mitigating measures and reporting mechanism of such risks.

CORPORATE GOVERNANCE

The Corporate Governance Report for the Financial Year ended March 312022 as perRegulation 34(3) read with Schedule V of the Listing Regulations forms part of this AnnualReport.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the Financial Year ended March 312022 in termsof Regulation 34 of Listing Regulations forms part of this Annual Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

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

AUDITORS

Statutory Auditors

At the 14th Annual General Meeting of the shareholders of the Company held on August09 2018 M/s. B S R & Co. LLP Chartered Accountants were appointed as StatutoryAuditors of the Company to hold office for a consecutive term of five years from theconclusion of 14th Annual General Meeting of the Company until the conclusion of the 19thAnnual General Meeting. As per the provisions of the Act the Company is not required toratify the appointment of M/s. B S R & Co. LLP Chartered Accountants as the StatutoryAuditors of the Company for the Financial Year 2022-23.

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

Secretarial Auditor

Mr. Dharmesh Zaveri of M/s. D.M. Zaveri & Co. Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the Financial Year 2021-22as required under Section 204 of the Act and rules thereunder. The Secretarial AuditReport for the Financial Year 2021-22 forms part of this report as "Annexure-3".The report is free of any qualifications or adverse observations.

Secretarial Audit Report of Scrabble Entertainment Limited an unlisted materialsubsidiary of the Company for the Financial Year 2021-22 carried out by M/s. V. M.Kundaliya & Associates Company Secretaries pursuant to section 204 of Act andRegulation 24A of the Listing Regulations forms part of this Annual Report. The report isfree of any qualifications or adverse observations.

Further maintenance of cost records as prescribed by the Central Government underSection 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 andAdministration) Rules 2014 the Annual Return of the Company is available on the theCompany's website under the web link at https://www.ufomoviez.com/sites/default/files/Annual Return/Form MGT 7%20UFO%20 2022%20website.pdf

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 effortsand enthusiasm has been an integral part of your Company's growth. Your Directors wouldlike to place on record their deep appreciation of their continuous effort andcontribution to the Company.

Particulars of employees

The table containing the names and other particulars of employees in accordance withthe 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 the ratio ofthe remuneration of each director to the median employee's remuneration and such otherdetails is appended as "Annexure-4" to this report.

A statement containing the names of top 10 employees in terms of their remunerationin terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms an integral part of this report. The said statement is notbeing 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 theseparticulars may write to the Company Secretary at the registered office of the Company andthe 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 EmployeeBenefits and Sweat Equity) Regulations 2021 ('SBEB Regulations').

The Compensation Committee of the Board of Directors of the Company at its meeting heldon January 15 2021 and January 24 2022 granted 1093700 and 27300 stock optionsrespectively at an exercise price of Rs 50 per option to the eligible employees of theCompany and subsidiary Companies under its ESOP Scheme 2014.

The details of employee stock options form part of the notes to accounts of thefinancial statements in the Annual Report and relevant disclosures as per the requirementsof the SBEB Regulations are available on the Company's website under the web link:https://www.ufomoviez.com/sites/default/files/UFO Investors/ESOP%20Disclosures31.03.2022.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 apolicy against sexual harassment at the workplace in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules there under. The Policy aims to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure. The Company has also constituted an InternalComplaints Committee as per the provisions of the said Act to inquire into complaints ofsexual harassment and recommend appropriate action. The Company has not received anycomplaint of sexual harassment during the Financial Year 2021-22.

SECRETARIAL STANDARDS

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

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis describing theCompany's objectives projections estimates expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed or

implied in the statement. Important factors that could influence the Company'soperations include economic conditions affecting demand/supply and price conditions in thedomestic and overseas markets in which the Company operates changes in governmentregulations tax laws economic developments within the country and other incidentalfactors.

ACKNOWLEDGMENT

Your directors thank all customers vendors investors bankers and all other businesspartners for their excellent support during the year. They wish to place on recordappreciation of the strong commitment and contribution made by employees of the Company atall levels.

Your directors also take this opportunity to place on record their appreciation forcontinued co-operation and unstinted support received from the film producersdistributors exhibitors and advertisers who have contributed to the success of theCompany.

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

For and on behalf of the Board of Directors

Sanjay Gaikwad Kapil Agarwal
Place: Mumbai Managing Director Joint Managing Director
Date: May 26 2022 DIN: 01001173 DIN: 00024378

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