DIRECTORS’ REPORT

To the Members,

The directors have pleasure in presenting the fifteenth report on the business and operations of your Company for the year ended March 31, 2019.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis for the year ended March 31, 2019 is summarized below:

(Rs, in Lacs)

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

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year in question and the date of this report.

DIVIDEND

Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of Rs, 2.50 per share for the financial year 2018-19. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs, 854.46 lacs including dividend tax resulting in a payout of 21.06% of the standalone profits of the Company. Further, the Board on May 21, 2019 had declared an interim dividend of Rs, 27.50 per share which includes a one-time special dividend of Rs,15.00 per share for the financial year 2018-19 which involved a cash outflow of Rs, 9,399.06 lacs including dividend tax resulting in a payout of 231.61% of the standalone profits of the Company.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2019, was Rs, 2,835.08 lacs. During the year under review, the Company has not issued any new shares.

EMPLOYEE STOCK OPTIONS

The Company operates the 'UFO Moviez India Limited -Employee Stock Option Scheme - 2014' (ESOP Scheme 2014), which is compliant with SEBI ESOP Regulations.

During the year under review, on April 3, 2018, the Board of Directors of the Company, on the recommendations of the Compensation Committee of the Board of Directors, granted 2,08,578 employee stock options at an exercise price of ' 400 per option to the employees of the Company and its subsidiaries.

Further, on May 15, 2018, members of the Company through special resolutions passed by way of postal ballot had approved reprising and change in exercise period of 6,28,503 employees stock options granted on December 12, 2014. The exercise price of 6,28,503 employees stock options is reprised from Rs, 600 per option to Rs, 400 per option and the exercise period is extended up to December 11, 2020.

Mr. Kapil Agarwal, Joint Managing Director and Key Managerial Personnel of the Company i.e. Mr. Ashish Malushte, Chief Financial Officer, Mr. Rajesh Mishra, Chief Executive Officer -Indian Operations and Mr. Sameer Chavan, Company Secretary have voluntarily provided an undertaking to the Company that they will not dispose-off the equity shares arising out of conversion of the options (which are being reprised) for a period of 2 years from the date of members' approval for revision of exercise price.

The details of employee stock options form part of the notes to accounts of the financial statements in the Annual Report and relevant disclosures as per the requirements of the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the Company's website under the web link: http://www. ufomoviez.com/IR_Finance.aspx

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure-1” to this report.

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, the relevant provisions of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable. Further, in the financial statement for the year ending March 31, 2019, the financial statements for the previous year ended March 31, 2018 and the Balance Sheet as at March 31, 2018, have been prepared and presented as per Ind AS so as to make comparisons. 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 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, 2019 and the profit including other comprehensive income and cash flow and the changes in equity of the Company for the year ended March 31, 2019.

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 and its subsidiaries, prepared in accordance with relevant 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 form part of the Annual Report.

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.

SCHEME OF ARRANGEMENT I) Amalgamation of Southern Digital Screenz India Private Limited, V. N. Films Private Limited, Edridge Limited and UFO International Limited with the Company:

On July 26, 2016, the Board of Directors of the Company had approved the Scheme of Arrangement for the amalgamation of Company's wholly owned subsidiaries including step down subsidiaries namely Southern Digital Screenz India Private Limited ('SDS'), V. N. Films Private Limited ('VNFPL'), Edridge Limited ('EL') and UFO International Limited ('UIL') (together referred to as the 'merging companies') with the Company, subject to all the necessary statutory / regulatory approvals ('the Scheme'). The appointed date for the amalgamation for VNFPL, EL and UIL is April 1, 2016 and for SDS, the appointed date is July 1, 2016.

The Company had filed the Scheme with the Bombay High Court on October 4, 2016. Pursuant to notification of Section 232 of the Companies Act, 2013 on December 9, 2016, the Company filed the Scheme with National Company Law Tribunal (NCLT), Mumbai Bench on January 20, 2017.

On June 22, 2018 NCLT had approved the Scheme. Consequent to fulfillment of all the conditions relating to the Scheme including filing of certified copy of the order with the registrar of companies, the Scheme was effective on June 29, 2018 with effect from the appointed date of April 1, 2016 for the amalgamation of VNFPL, EL and UIL with the Company and the appointed date of July 1, 2016 for SDS.

II) Composite Scheme Arrangement and Amalgamation amongst UFO Moviez India Limited and Qube Cinema Technologies Private Limited and Qube Digital Cinema Private Limited and Moviebuff Private Limited and PJSA Techno soft Private Limited:

The members of the Company in their meeting held on May 21, 2018 had approved the Composite Scheme of Arrangement and Amalgamation amongst UFO Moviez India Limited (‘UFO') and Qube Cinema Technologies Private Limited (‘QCTPL') and Qube Digital Cinema Private Limited (‘QDCPL') and Moviebuff Private Limited (‘MPL') and PJSA Technosoft Private Limited (‘PJSA') and their respective shareholders and creditors (Qube Merger Scheme').

On May 25, 2018 the Company and PJSA had jointly filed the petition with the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench to obtain its sanction for the aforesaid Qube Merger Scheme. NCLT in a hearing held on January 21, 2019, had dismissed the said petition. The Company and PJSA had filed an appeal on February 25, 2019 before the National Company Law Appellate Tribunal (“NCLAT”) challenging the aforementioned order of the NCLT. The said appeal is currently pending before NCLAT.

SHARE WARRANTS

As on March 31, 2019; a total of 15,25,000 share warrants of Rs, 10 each were outstanding. Each share warrant, which were allotted at an issue price of Rs, 400.13/- each is convertible into one equity share. These share warrants are held by promoters as per details given below:

Name of Allottee No. of share warrants

Mr. Sanjay Gaikwad 2,50,000

Mr. Narendra Hete 2,50,000

Valuable Media Limited 10,25,000

The share warrants are exercisable within a period of 18 months from the date of their allotment i.e. December 16, 2017, in one or more tranches. The share warrants will lapse if not exercised within a period of 18 months from their allotment i.e. by June 15, 2019.

The Company had received a subscription amount of Rs, 1,525.50 lacs, i.e. 25% of the issue price of the share warrants at the time of subscription and remaining 75% of the issue price of the share warrants will be received by the Company once these share warrants are exercised.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations'), the Management Discussion and Analysis is set out in the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March 31, 2019, your Company had 6 direct subsidiaries, 6 step-down subsidiaries and 5 associates.

During the year under review, the Company has made an investment of ' 60 lacs in Valuable Digital Screens Private Limited (VDSPL), a subsidiary company of the Company, by purchasing remaining 2,895 equity shares (representing 20% of equity share capital of VDSPL) from the existing shareholder of VDSPL. Post this acquisition, VDSPL became a wholly owned subsidiary of the Company.

Further, upon effect of amalgamation of Southern Digital Screenz India Private Limited, V. N. Films Private Limited, Edridge Limited and UFO International Limited, wholly owned subsidiaries with the Company with effect from June 29, 2018, the said wholly owned subsidiary companies ceased to exist from the said date.

Also, the name of United Film Organizers (UFO) (Mauritius) Private Limited has been removed from the Register of Companies as per the local laws of Mauritius and ceased to exist with effect from June 8, 2018.

Further, during the year under review, Scrabble Entertainment Limited (SEL), wholly owned subsidiary of the Company has made an investment of Rs, 2,400 lacs in Scrabble Digital Limited (SDL), associate company of SEL, by purchasing 3,95,428 equity shares (representing 66.67% of equity share capital of SDL) from existing shareholders of SDL. Post this acquisition, SDL became a wholly owned subsidiary of the SEL and thereby became step-down wholly owned subsidiary company of the Company.

Also, during the year under review, Scrabble Audio Visual Equipment Trading LLC - Dubai, an associate company, was incorporated by one of the step-down subsidiary of the Company i.e. Scrabble Entertainment DMCC, with holding of 49% partner's share capital through total investment of Rs, 28.27 lacs (AED 1,47,000).

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of the Company and all its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013, and form part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1 is attached to the financial statements. The statement also provides the details of performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Companies Act, 2013, 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: http://www.ufomoviez. com/IR_Finance.aspx These documents are also available for inspection during business hours at the Company's registered office in Mumbai, India.

CORPORATE GOVERNANCE

The Corporate Governance Report for the financial year ended March 31, 2019, forms part of 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 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: http://www.ufomoviez.com/IR_ Corporate_Governance.aspx

NUMBER OF MEETINGS OF THE BOARD

The Board met 9 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two consecutive board meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an optimum combination of executive and non-executive directors with an independent, nonexecutive chairman to maintain the independence of the Board, and to separate the functions of governance and management in the Company.

As on March 31, 2019, the Board consisted of 7 members, 2 of whom are executive directors and 5 are non-executive directors. Out of the 5 non-executive directors, 3 are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining the qualifications, the positive attributes, independence and other matters, provided under Section 178(3) of the Companies Act, 2013 is adopted by the Board. The silent features of the said policy is appended as “Annexure-2” to this report. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. During the year under review, the Company has modified its Nomination and Remuneration Policy to the extent of change in definition of senior management as per amendments in the Listing Regulations.

The Nomination and Remuneration Policy of the Company is available on the Company's website under the web link: http:// www.ufomoviez.com/IR_Corporate_Governance.aspx

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under the Listing Regulations.

BOARD EVALUATION

Regulation 4(2)(f) the Listing Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of 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. The Board approved the evaluation results as recommended by the Chairman of the Nomination and Remuneration Committee.

TRAINING OF INDEPENDENT DIRECTORS

The Company familiarizes its Directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. These include orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

The familiarization programme for Independent Directors is disclosed on the Company's website under the web link: http:// www.ufomoviez.com/IR_Corporate_Governance.aspx

The Managing Director and the Joint Managing Director also have one-on-one discussion with the Directors on a regular basis. In addition, the Senior Management of the Company interacts regularly with the Directors both individually and collectively. The above initiatives help the Directors to understand and keep themselves updated about the Company, its business and the regulatory framework in which the Company operates and equip themselves to effectively fulfill their role as Directors of the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The terms and conditions of their appointment are available on the Company's website under the web link: http://www.ufomoviez. com/IR_Corporate_Governance.aspx

INDUCTIONS

There were no fresh appointments of Directors during the year under review.

RETIREMENT AND RE-APPOINTMENTS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Raaja Kanwar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

The Companies Act, 2013, provides for the appointment of independent directors. Section 149(10) of the Companies Act,

2013 provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the independent directors, were appointed by the shareholders at the general meeting as required under Section 149(10) for a period of 3 years with effect from November 20, 2014.

Further, all the independent directors, were re-appointed for a second term by the shareholders at the general meeting as required under Section 149(10) for a period of 5 years with effect from November 20, 2017.

Further, according to Section 149(11), no independent director shall be eligible for appointment for more than two consecutive terms of 5 years. Sub-section (13) states that the provisions of retirement by rotation as defined in Section 152(6) and 152(7) of the Companies Act, 2013 shall not apply to such independent directors.

Mr. Sanjay Gaikwad, Managing Director of the Company had been re-appointed for a period of 5 years from October 17, 2013 to October 16, 2018 and Mr. Kapil Agarwal, Joint Managing Director of the Company had been reappointed for a period of 5 years from March 1, 2014 to February 28, 2019.

The members of the Company at their Annual General Meeting held on August 8, 2018 re-appointed Mr. Sanjay Gaikwad as Managing Director of the Company for period of 5 years from October 17, 2018, and Mr. Kapil Agarwal as Joint Managing Director of the Company for a period of 5 years from March 1, 2019 and approved their remuneration.

RESIGNATIONS / RETIREMENT

During the year under review, none of the directors resigned from the Board of the Company.

During the year under review, Mr. Varun Laul, Director of the Company retired by rotation.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on June 14, 2018 and May 20, 2019 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.

INTERNAL FINANCIAL CONTROLS

Your Company has laid out an Internal Control 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 as of March 31, 2019.

COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee of the Company as on March 31, 2019 comprised of 3 Independent Directors, Mr. Sanjeev Aga, Mr. S. Madhavan and Ms. Lynn de Souza and

1 Non Executive, Non-Independent Director, Mr. Ameya Hete. Mr. Sanjeev Aga is the Chairman of the Committee.

All members of the Audit and Risk Management Committee possess requisite experience and knowledge of accounting and financial management. For further details on the Audit and Risk Management Committee, please refer to the Corporate Governance Report forming part of the Annual Report.

COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company as on March 31, 2019 comprised of 1 Independent Director, Ms. Lynn de Souza; 1 Non-Executive Director, Mr. Ameya Hete and 2 Executive Directors, Mr. Sanjay Gaikwad and Mr. Kapil Agarwal. Ms. Lynn de Souza is the Chairperson of the Committee. For further details on the Stakeholders' Relationship Committee, please refer to the Corporate Governance Report forming part of the Annual Report.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances.

The details of the Whistle blower policy are available on the Company's website under web link: http://www.ufomoviez. com/IR_Corporate_Governance.aspx For further details on the Whistle blower policy, please refer to the Corporate Governance Report forming part of the Annual Report.

RISK MANAGEMENT

The Company has developed and implemented Risk Management plans in accordance with the provisions of the Companies Act, 2013 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.

DIRECTORS' RESPONSIBILITY STATEMENTS REQUIRED UNDER SECTION 134(3)(C) OF THE COMPANIES ACT, 2013

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 Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the financial year 2018-19.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) the financial statements for the financial year ended March 31, 2019 have been prepared on a going concern basis in accordance with relevant Indian Accounting Standards (Ind AS), and there are no material departures from the same;

(b) the accounting policies selected were applied consistently and the judgments and estimates related to financial statements have been made on a reasonable and 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, 2019 and the profit including other comprehensive income and cash flow and the changes in equity of the Company for that period ;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively; and

(e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a CSR Committee headed by Mr. Sanjay Gaikwad as Chairman with Ms. Lynn de Souza and Mr. Kapil Agarwal as Members. The Committee is responsible for formulating and monitoring the CSR policy of the Company. The Company has adopted a CSR policy in compliance with the provisions of the Companies Act, 2013. The same is available on the website of the Company under web link: http://www. ufomoviez.com/IR_Corporate_Governance.aspx

The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during the three immediately preceding financial years was Rs, 8,128.76 lacs. It was hence required to spend a minimum of Rs, 162.58 lacs on CSR activities during the financial year 2018-19, being 2% of the average net profits of the three immediately preceding financial years.

The Company has contributed an amount of Rs, 163.00 lacs towards CSR activities against its obligation of Rs, 162.58 lacs for the financial year 2018-19.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure-3” forming part of this 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 Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure-4” to this report.

GREEN INITIATIVES

Your Company is publishing only the statutory disclosures of the Annual Report in the print version. Additional information is available on the Company's website www.ufomoviez.com. Electronic copies of the Annual Report 2018-19 and Notice of the 15^th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018-19 and the Notice of the 15^th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

AUDITORS

Statutory Auditors

At the 14^th Annual General Meeting held on August 9, 2018, M/s. B S R & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of 14^th Annual General Meeting of the Company until the conclusion of the 19^th Annual General Meeting for a consecutive term of five years. As per the commencement of notification of Section 40 of the Companies Amendment Act, 2017 with effect from May 7, 2018, the first proviso of Section 139 of the Companies Act, 2013 which was referring to ratification of the appointment of Statutory Auditor at every Annual General Meeting of the Company has been omitted. Hence, the Company is not required to ratify the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2019-20.

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 Companies Act, 2013, details of which needs 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 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for financial year 2018

19 forms part of the Annual Report as “Annexure-5” to this report. There are no qualifications or adverse observations by the Secretarial Auditor of the Company for the year under review.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as “Annexure-6” to this report. Also, the same is also available on the Company's website under the web link at http:// www.ufomoviez.com/IR_Corporate_Governance.aspx

HUMAN RESOURCES

Your Directors believe that the key to success of any Company are its employees. Your Company has a team of able 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 Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing the ratio of the remuneration of each director to the median employee's remuneration and such other details is appended as “Annexure-7” to this report.

A statement containing the names of every employee employed throughout the financial year 2018-19 and in receipt of remuneration for the said financial year which, in the aggregate, was not less than ' 102 lacs and employed for a part of the financial year 2018-19, was in receipt of remuneration for any part of the said financial year, at a rate which, in the aggregate, was not less than Rs, 8.50 lacs per month and top 10 employees in terms of remuneration, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this report. The same is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.

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.

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 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 2018-19.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or forecasts may be forward-looking 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.

For and on behalf of the Board of Directors

Kapil Agarwal Ameya Hete

Joint Managing Director Director

DIN:00024378 DIN: 01645102

Place: Mumbai

Date: May 21, 2019