Your directors have pleasure in presenting the twenty-second report on the business and operations of your Company for the
Financial Year ended March 31,2026.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis for the Financial Year ended March 31, 2026 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
need to further strengthen the fund flow position and ensure
sufficient liquidity for the Company's operational requirements,
has decided not to recommend any dividend for the Financial
Year 2025-26.

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, 2026
and the loss including other comprehensive income and cash
flow and the changes in equity of the Company for the year
ended March 31,2026.

The Statutory Auditors Report on the Audited Standalone and
Consolidated Financial Statements are unmodified i.e. they do
not contain any qualifications or adverse remark.

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

As at March 31, 2026, the Company had 5 direct subsidiaries,
2 step-down subsidiaries and 5 associates. Scrabble Digital
DMCC, an Associate Company, is currently undergoing
liquidation. Consequently, the Company has derecognised its
investment in the said associate.

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

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31,
2026 is ? 231,41.45 lacs divided into 74,914,500 equity shares of
? 10 each and 1,565,000 preference shares of ? 1,000 each.

The Issued, Subscribed and Paid-up Share Capital of the Company
as on March 31, 2026 stands at ? 3,881.48 lacs divided into
38,814,757 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.

SHARE WARRANTS

As on March 31,2026, 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 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
2025-26.

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

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, 2026, 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 31,2026 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 requirements of the Act and Listing Regulations, the
Company has adopted policy on Related Party Transactions
which is available on the Company's website athttps://www.
ufomoviez.com/sites/default/files/UFO Investors/Policv%20
on%20Related%20Partv%20Transactions 2025.pdf

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, 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.

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, 2026, the Board consisted of eight members,
two of whom are Executive Directors and six are Non-Executive
Directors. Out of the six Non-Executive Directors, three are
Independent Directors. Mr. Kanwar Bir 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.

Re-appointment of directors

• 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 and Mr. Anand Trivedi,
Directors, retire by rotation at the forthcoming AGM and
being eligible, offers themselves for re-appointment. The
Board recommends their re-appointment.

• The Board of Directors of the Company in its meeting held
on May 21, 2026, upon recommendations received from
the Nomination and Remuneration Committee and subject
to approval of members of the Company, have approved
the re-appointment of Mr. Sanjay Gaikwad as Managing
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 October 17, 2026 upto October 16, 2029.

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.

Resignation of director

Mr. Raaja Kanwar, Non-Executive Director (DIN: 00024402)
of the Company resigned from the position of Director of the
Company with effect from September 1, 2025, due to personal
reasons.

The Board of Directors places on record its appreciation for the
contribution made by him.

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 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%20Policv F.pdf

The details of the managerial remuneration for the Financial
Year 2025-26 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 2025 - 26, the Independent Directors
met on May 22, 2025 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 2025-26 and attendance
of the Directors at each meeting is provided in the Corporate
Governance Report.

RECLASSIFICATION FROM ‘PROMOTER / PROMOTER
GROUP' TO ‘PUBLIC' CATEGORY

On January 29, 2026, the Board of Directors of the Company
considered and analysed the request letters dated January
19, 2026, received from Apollo Green Energy Limited and Mr.
Raaja Kanwar, seeking re-classification from 'Promoter' and
'Promoter Group' category respectively, to 'Public' category,
in accordance with Regulation 31A of the Listing Regulations
(“Reclassification”).

In accordance with the aforesaid Regulations:

a. the Company applied for and received 'No Objections'
from BSE Limited and National Stock Exchange of India
Limited on March 4, 2026,

b. the Company also received approval from shareholders of
Company vide postal ballot on April 17, 2026, for the said
Reclassification,

c. the Reclassification of Apollo Green Energy Limited and
Mr. Raaja Kanwar from 'Promoter' and 'Promoter Group'
category respectively to 'Public' category was effected on
April 20, 2026.

CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred/absence of average net profits
during the preceding financial years, the Company did not
have any fresh obligations for undertaking Corporate Social
Responsibility ('CSR') activities for FY 2025-26, as per the
provisions of Section 135 of the Act.

As previously reported, the unspent CSR obligation of the merged
subsidiaries ('UFO Group') for the financial year 2022-23 was
transferred to the Company pursuant to the scheme of merger.
The Company is pleased to report that during the financial year
2025-26, the entire balance of these inherited unspent CSR
amounts has been fully utilized towards the designated projects
in compliance with the provisions of the Act and Rules framed
thereunder. With these disbursements, there are no further
outstanding CSR unspent balances remaining from the previous
years.

Brief details on the CSR activities undertaken by UFO Group
under the Ongoing CSR project 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 athttps://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/Whistle%20Blower%20
Policy new%20logo.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 31,2026 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.

AUDITORSStatutory 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

At the 21^st Annual General Meeting ('AGM'), held on August
19, 2025, M/s. Makarand M. Joshi & Co., Practicing Company
Secretaries, were appointed as Secretarial Auditors of the
Company to hold office for a term of five (5) consecutive years,
i.e. from Financial Year 2025-26 upto Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year 2025-26
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 Company's website
under the web linkhttps://www.ufomoviez.com/sites/default/files/
Annual Return/Form%20MGT-7 AC4420482.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company has transferred a sum of ? 3,27,450/- pertaining
to Final Dividend for the Financial Year 2017 - 18 in September,
2025 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 lying with the Company for a period of seven
consecutive years.

Further, the Company has transferred 700 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 September, 2025. Any shareholder whose shares
or unclaimed dividend have been transferred to the Fund, may
claim the shares under proviso 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 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 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 2025-26 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 31.03.2026.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 following is a summary of Sexual Harassment complaint(s)
received and disposed of during the FY 2025-26:

To build awareness in this area, the Company organised online
and/or offline training sessions on POSH with an improved and
interactive approach.

Maternity Benefit

The Company is in compliance of Maternity Benefit Act, 1961 for
the year under review.

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 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
Sanjay Gaikwad Rajesh Mishra

Place: Mumbai Managing Director Executive Director & Group CEO

Date: May 21,2026 DIN: 01001173 DIN: 00103157