a) The right to use assets pertains to office premises and warehouses taken on lease by the company and plant and machinery pertains to V-sat taken on lease.

b) The Company is principally engaged in the business of exhibition of digital cinema. The carrying amount of goodwill as at March 31,2025 is ' 2,907.22 lacs (March 31, 2024 : ' 2,310.89 lacs)

The Company performed its annual impairment test for the year ended March 31, 2025, considering its performance and the overall performance of the media industry. Impairment analysis has been performed by considering projections for a period of 5 years, as the Company believes this is to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The estimated value-in-use computed by management is based on the future cash flows using a 2% annual growth rate for periods subsequent to the forecast period of 5 years and discount rate of 10.5%. An analysis of the sensitivity of the computation to a change in key parameters (revenue forecasts, operating margin, and discount rates), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the Goodwill would decrease below its carrying amount.

(b) Terms/rights attached to equity shares Voting rights

The Company has only one class of equity shares having face value of ' 10 per share. Each holder of equity shares having a face value of '10 per equity share is entitled to one vote per equity share.

Rights as to Dividend

The equity shareholders have right to receive dividend when declared by the Board of Directors subject to approval in the ensuing Annual General Meeting, except in case of interim dividend. The Company declares and pays dividend in Indian Rupees.

Rights pertaining to repayment of capital

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a) Securities premium reserve : Securities premium reserve is credited when shares are issued at premium. It can be used to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

b) Capital Reserves : Reserve created under the scheme of arrangement (Business combination). The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

c) Employee share option reserve : The share option outstanding account is used to record value of equity-settled share based payment transactions with employees. The amount recorded in this account are transferred to securities premium upon exercise of stock options by employees. In case of forfeiture, corresponding balance is transferred to general reserve.

d) Retained earnings : Retained earning are the profit that the Company has earned till date, less any dividends or other distribution paid to the shareholders.

e) General reserve : The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. It represents reserve created on account of transfer of cost relating to employee stock options expired at the end of vesting period.

f) Amalgamation Deficit Reserve : The Scheme of Arrangement for the amalgamation of Company's wholly owned subsidiaries including its step down subsidiaries all assets and liabilities, including reserves of the Amalgamating Companies have been recorded at their respective book values as appearing in their respective books on the date immediately preceding the Appointed Date. The difference in books of accounts of the Transferee Company on account of: Net assets taken over; Reserves acquired and cancellation of investments in Transferor Companies and any consideration paid is recorded in Amalgamation Reserve account of the Transferee Company.

g) Dividend : Dividend paid and declared by the Company during the year is ' Nil (March 31,2024 : Nil)

Term loan 1 having interest of bank 1 year MCLR plus 70 basis points i.e. 10.19% (March 31,2024 : 9.96%) p.a. is repayable in 48 monthly installments starting from July 31, 2020.

Term loan 2 having interest of bank 3 month MCLR plus 160 basis points i.e. 11.55% (March 31, 2024 : 11.10%) p.a. is repayable in 10 quarterly installments starting from March 31, 2022

Term loan 3 having interest of bank 3 month MCLR plus 160 basis points i.e. 11.65% (March 31, 2024 : 11.03%) p.a. is repayable in 18 quarterly installments starting from May 22, 2023

Term loan 4 having interest of bank 6 Month MCLR plus 65 basis points i.e. 10.25% (March 31,2024 : 9.83%) p.a. is repayable in 48 monthly installments starting from June 01,2023.

Term loan 5 having interest of bank 1 year MCLR plus 50 basis points i.e. 9.80% (March 31, 2024 : 9.70%) p.a. is repayable in 54 monthly installments starting from June 01,2024

Term loan 6 having interest of bank 3 month MCLR plus spread of 10 basis points i.e. 10.09% (March 31, 2024 : NA) p.a. is repayable in 54 monthly installments starting from January 26, 2025

Vehicle Loan 1 having Interest rate 8.45% (March 31, 2024: 8.45%) p.a. is repayable in 48 monthly installments starting from December 10, 2022

Vehicle Loan 2 having Interest rate 9.30% (March 31, 2024: NA) p.a. is repayable in 59 monthly installments starting from February 14, 2025

Vehicle Loan 3 having Interest rate 8.53% (March 31, 2024: NA) p.a. is repayable in 60 monthly installments starting from March 19, 2025

b) Defined benefit plan-Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans.

Provision in respect of leave encashment benefits has been made based on actuarial valuation carried out by an independent actuary at the Balance sheet date using Projected Unit Credit method. During the year ' 73.87 lacs (March 31, 2024: ' 84.19 lacs) is recognised as an expense in the Statement of profit and loss.

31. Employee stock option plans

During the year ended March 31, 2025, the Company's equity-settled ESOP Scheme viz., ESOP Scheme 2014 was in existence.

(a) Employee Stock Option Scheme 2014 (ESOP 2014) :

Till year ended March 31, 2025, the Compensation Committee of the Board of Directors of the Company has granted 1,196,000 Options to the eligible employees of the Company and subsidiary companies under its Employee Stock Option Scheme 2014 (ESOP 2014).

Further, the Compensation Committee of the Board of Directors of the Company at its meeting held on June 20, 2022, granted 75,000 Options to the eligible employees of the Company under its Employee Stock Option Scheme 2014 (ESOP 2014).

Out of the total options granted, 830,474 options have been exercised by the eligible employees and 88,625 options have lapsed due to the resignation of eligible employees.

The Carrying amount of Employee stock option reserve as at March 31,2025 is ' 31.21 lacs (March 31,2024: ' 122.74 lacs). The Company measures the cost of ESOP using the fair value method. The option has been granted on an exercise price of '50. As a result, an expense of '1.56 lacs (March 31,2024 : '10.56 lacs) is recorded in Statement of Profit and Loss in current year.

32. Leases

Company as lessee

The Company's significant leasing arrangement comprises of land and buildings taken on lease for office and warehouse facilities. These leases are cancellable lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee.

a) The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions and ordinary course of business. The assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

b) The Independent and Non-executive Director are also entitled to payment of remuneration in accordance with the limits prescribed under Section 197 read with Section II of Part II of Schedule V of the Act.

a) The Company is contesting the demand/matter relating to pending litigations listed above and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No expense has been accrued in the financial statements for the tax and other demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.

b) Cochin Case : The Company has received an Order dated January 30, 2017 from Asst. Commissioner, Commercial Tax Special Circle Ernakulum for the period 2012 to 2013 demanding tax on the difference in closing stock and difference in material movement value as per VAT return and VAT Audit report. The dispute is that Sales Tax Department has passed an order without considering the fact that company has already applied for revision of return and it is pending for approval from commercial tax department. The Sales Tax Department has issued the notification allowing the revision of return of earlier period. The company has revised its return and case is pending for hearing for Final Closure.

36. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED') which came in to force from October 2, 2006, certain disclosures are required to be made relating to dues to Micro and Small enterprises. On the basis of information and records available with the Management, the following disclosures are made for the amounts due to Micro and Small enterprises:

The Company's financial liabilities comprise mainly of borrowings, trade payables , other payables and Corporate guarantees. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.

The Company is exposed to market risk , credit risk and liquidity risk. The Company's Senior Management oversees the management of these risks. The Company's senior management determines the financial risks and the appropriate financial risk governance framework through relevant policies and procedures for the Company. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

1. Market risk

Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risks: interest rate risk and currency risk. Financial instruments affected by market risk include borrowings, investments and deposits, loans and derivative financial instruments.

a) Interest rate risk :

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a portfolio of fixed and variable rate loans and borrowings wherever feasible.

The following table demonstrates the sensitivity to a reasonably possible change in floating rate of interest on borrowings . With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

3) Currency risk

Currency risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of the change in foreign currency exchange rates. The majority of the Company's revenue and expense are in Indian Rupees, with the remainder denominated in US Dollars. Management considers currency risk to be low and does not hedge its own currency risks.

2. Credit risk :

The risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limit and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approval for credit. The Company majorly operates locally and hence Company's exposure on credit risk from receivable's in different geographies is not significant.

Financial instruments that are subject to concentration of credit risk principally consist of trade receivables, unbilled revenue, investments, cash and cash equivalents, bank deposits and other financial assets .

Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by the Company by continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks with high credit ratings assigned by international credit rating agencies.

Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of the customers to which the Company grants credit terms in the normal course of business. The Company uses the expected credit loss model to assess any required allowances; and uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. This matrix takes into account credit reports and other related credit information to the extent available. None of the other financial assets of the Company result in material concentration of credit risk. No single customer contributes to > 10% of sales.

The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing risk pertaining to financial assets. The Company continues to believe that there is no impact on such assets.

3. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitment associated with financial instruments that are settled by delivering cash or another financial assets. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by having adequate amount of credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost effective manner.

The table below analyses financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets includes amounts related to our contractual right to consideration for completed performance objectives not yet invoiced and deferred contract acquisition costs, which are amortized along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is long term debts including current maturities divided by equity attributable to owners of Company .

41. Events subsequent to Balance Sheet date

There are no events subsequent to Balance Sheet date which require adjustment to or disclosure in the Standalone Financial Statements.

42. Corporate social responsibility

As per section 135 of the Companies Act, 2013 and rules therein, the Company is required to spend at least 2% of average net profit of past three years towards Corporate Social Responsibility (CSR). Details of corporate social responsibilities expenditures are as follows:

The areas of CSR activities are on providing healthcare, education and rehabilitation for underprivileged girls and children from the rural village.

A CSR committee has been formed by the Company as per the Act. The funds were primarily utilized on these activities which are specified in Schedule VII of the Companies Act, 2013:

a) On March 18, 2025, the National Company Law Tribunal (NCLT) has approved scheme of arrangement for the amalgamation of Company's two Wholly Owned Subsidiaries viz. Scrabble Digital Limited (“SDL”) and UFO Software Technologies Private Limited (“USTPL), (together referred to as the “Transferor companies”) with UFO Moviez India Limited (“the Transferee Company” or “UFO”) (“the Scheme”). under Sections 230 to 232 read with Section 66 and Section 52 and other applicable provisions of the Companies Act, 2013 from appointed date April 01, 2024.

b) Consequent to fulfilment of all the conditions relating to the Scheme including filing of certified copy of the Order with the Registrar of Companies, the Scheme is effective on 31st March 2025 with effect from the appointed date of April 1, 2024 for the amalgamation of SDL and USTPL with the Company.

c) Being amalgamation of entities under common control, the amalgamation has been accounted using pooling of interest method as prescribed under Appendix C of Indian Accounting Standard (“Ind AS”) 103 - “Business Combination” notified under Section 133 of the Act read with relevant rules issued thereunder and/ or such other applicable accounting standard prescribed under the Act. The previous period / year figures in the standalone results have been restated to give the effect of amalgamation in accordance with the scheme. However, this has no impact in the consolidated results.

d) In accordance with the Scheme :

(i) All assets and liabilities, including reserves of the Transferor Companies, have been recorded at their respective book values on the date immediately preceding the Appointed Date.

(ii) Net assets taken over (including Goodwill in the consolidated financial statements of UFO pertaining to SDL & USTPL) and Reserves acquired are cancelled against Investments in transferor companies as recorded in the books of UFO.

e) Being amalgamation of entities under common control, as per the requirement of Appendix C of Ind AS 103, previous year figures have been restated to give effect to the amalgamation from the first day of the preceding period, i.e. from April 01, 2023

f) Further, as provided in the scheme, securities premium account in the books of UFO has been utilised to adjust the following balances in the books of UFO as on the appointed date:

(i) Debit balance in profit and loss account - '12,409.68 lacs

(ii) Debit balance in amalgamation deficit reserve account (including any debit balance arising out of the scheme) ' 6,746.49 lacs

a) During the previous year ended March 31,2024, the National Company Law Tribunal (NCLT) had approved the Scheme of Arrangement for the amalgamation of Company's wholly owned subsidiaries including its step down subsidiaries namely, Scrabble Entertainment Limited (“SEL”) and Plexigo Entertainment Private Limited (“PEPL”) and Zinglin Media Private Limited (“ZMPL”) and Scrabble Entertainment (Mauritius) Limited (“SEML”) (together referred to as the “merging companies”) with the Company (“the Scheme”).

b) Consequent to fulfilment 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 from February 21, 2024 with effect from the appointed date of April 1,2023 for the amalgamation of SEL, PEPL, ZMPL and SEML with the Company.

c) The amalgamation has been accounted using pooling of interest method as prescribed under Indian Accounting Standard (“Ind AS”) 103 - “Business Combination” notified under Section 133 of the Act read with relevant rules issued thereunder and/ or such other applicable accounting standard prescribed under the Act.

d) In accordance with the Scheme :

(i) All assets and liabilities, including reserves of the Amalgamating Companies have been recorded at their respective book values as appearing in their respective books on the date immediately preceding the Appointed Date.

(ii) The difference in books of accounts of the Transferee Company on account of:

(a) Net assets taken over;

(b) Reserves acquired and cancellation of investments in Transferor Companies is recorded in Amalgamation Deficit Reserve account of the Transferee Company amounting to ' 6,746.48 lacs

45. Acquisition of business

The Company has acquired digital cinema deployment business under Business Transfer Agreement dated December 16, 2024 from United Mediaworks Private Limited for a consideration of ' 1,300 lacs, in order to gain benefits of business synergies and expansion of current market presence of the Company. Out of the total consideration, '1,000 lacs is paid by the company on the transaction date while balance consideration of ' 300 lacs is payable over a period of 24 months which is discounted by the Company as per Ind AS 109.

E. Disclosure related to combined entity's revenue as if the acquisition had been done at beginning of the year:

It is impracticable for the Company to disclose Revenue and Profit information of the said business as the given acquisition of the business is a slump sale transaction where specific assets and liabilities were identified and transferred and no information of revenue from operations and profits of the said business of United Mediaworks Private Limited is available with the Company.

46. Investments during the yearInvestment by the CompanyInvestment in Nova Cinemaz Private Limited.

During the year ended March 31,2025, the Company has made an investment of ' 398 lacs in Nova Cinemaz Private Limited, subscribing to 39,800 Non-Cumulative Optionally Convertible Redeemable Preference Shares ('NCOCRPS') of face value of ' 1000/- each at par, this allotment has been approved by the Board of Directors of Nova Cinemaz Private Limited

48. Additional Regulatory Information

(i) The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) The Company do not have any transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(v) The Company do not have any Benami property, where any proceeding has been initiated or pending against the

Company for holding any Benami property.

(vi) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(viii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party

(b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

49. Code on Social Security, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.