UFO Moviez India Limited Public Issue Opens April 28, 2015

UFO Moviez India Limited (the “Company”) will open on April 28, 2015, a public issue of equity shares of face value Rs. 10 each (“Equity Shares”) for cash, at a price per Equity Share (including a Share Premium) aggregating to Rs. 6,000 million (the “Offer”) through an Offer for Sale by 3i Research (Mauritius) Limited (“3i RESEARCH”), P5 Asia Holding Investments (Mauritius) Limited (“P5”), Sanjay Gaikwad (Managing Director), Narendra Hete, Valuable Media Limited, Valuable Technologies Limited, Raaja Kanwar, Prafulla Vaidya, Uday Gaikwad, Rakesh Gupta, Amit K. Mehta, Amit S. Shelar, Ashish Sadanand Malushte, Daniyal Appa Parab, Deepak Ranjan, Dheerendra Singh Muchhal, K. Suvarna, Kapil Kumar Agarwal (Joint Managing Director), Ketan Natwarlal Pithadia, Mitalee V. Patel, Mukesh Shanker Sherigar, Nitin Lionel Monteiro, Nitin Nohani, Prashant S. Keluskar, Pravin Ramdas Vaje, Rajendra Laxman Gaikwad, Rajesh B. Mishra, Ravi Sukhadeo Nakhale, Samir Shantaram Surve, Sanjay Pardeshi Chavan, Sudalaimani Konar, Sudhir Vittal Shetty, Swapnil C. Borkar, Vikram Machaiah and Vishnu Vithalbhai Patel (together the “Selling Shareholders”).

The Price Band is fixed from Rs. 615 to Rs. 625 per Equity Share. The Anchor Investor Bidding Date shall be on Monday, April 27, 2015 - one Working Day prior to the Offer Opening Date. The Bid/ Issue will close on April 30, 2015. The minimum Bid Lot is 24 Equity Shares and in multiples of 24 Equity Shares thereafter.

The Global Co-ordinators and Book Running Lead Managers (or collectively “Managers”) to the Issue are Axis Capital Limited and Citigroup Global Markets India Private Limited.

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE.

In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the ICDR Regulations, this is an offer for at least 25% of the post-Offer capital and is being made through the Book Building Process, wherein 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company, 3i Research, P5 and the Promoter Selling Shareholders, in consultation with the Managers, may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis out of which one‑third shall be reserved for domestic Mutual Funds only subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under‑subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Category. 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non‑Institutional Investors and not less than 35% of the Offer shall be available for allocation, in accordance with the ICDR Regulations, to Retail Individual Investors, subject to valid Bids being received at or above the Offer Price. All investors, other than Anchor Investors, can participate in the Offer through the Applications Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). However, QIBs (excluding Anchor Investors) and Non-Institutional Investors are mandatorily required to submit their Bids by way of ASBA only.

UFO Moviez India Ltd. is India’s largest digital cinema distribution network and in-cinema advertising platform (in terms of numbers of screens), as at October 31, 2014, according to CRISIL. It operates India’s largest satellite-based, digital cinema distribution network (in terms of numbers of screens) using UFO-M4 platform, as well as India’s largest D-Cinema network (in terms of numbers of screens), according to CRISIL. In fiscal year 2014, it digitally delivered more than 1,500 movies in 22 languages to 4,703 screens with aggregate seating capacity of approximately 2.15 million viewers spread across India. Since the beginning of operations, it has digitally delivered more than 8,800 movies in India until February 28, 2015. As at February 28, 2015, its global network spans 6,626 screens worldwide, including 4,911 screens across India and 1,715 screens across Nepal, the Middle East, Israel, Mexico and the USA. The Company created a pan-India, high-impact, in-cinema advertising platform with generally long-term advertising rights to 3,770 screens, with an aggregate seating capacity of approximately 1.85 million viewers and a reach of over 1,800 locations across India, as at February 28, 2015. It has been able to attract 1,669 advertisers from private and government sectors as of February 28, 2015, compared with 1,056 advertisers in fiscal year 2014 and 563 advertisers in fiscal 2013. It has also been able to grow the consolidated advertisement revenue from Rs. 370.36 million to Rs. 998.64 million from fiscal year 2012 to 2014, at a compound annual growth rate of 64.21%. The Company receives revenues primarily from (i) advertisers, through in-cinema advertising, (ii) movie producers and distributors, for the secured delivery and screening of their movies and (iii) exhibitors, through equipment rental and sales for digital cinema equipment. It has a variety of revenue arrangements with exhibitors depending on the technology format (UFO-M4 or D-Cinema) and investment in equipment. Its technological innovation and business achievements have earned it multiple industry awards, including (i) India’s TOP SME 100 Awards for 2014, (ii) Inc. India 500 Certificate of Excellence in recognition of exemplary growth in 2012, (iii) Marico Innovation Foundation’s Innovation for India Awards 2012 – Award for Business Innovation, (iv) Technology Fast 50 – India 2010 winner, by Deloitte, (v) the Advertising Club Awards for Excellence in Advertising and Media– For Media Innovation Digital Gold in 2007, (vi) the Idea IIFA Innovation Award in Indian Cinema in 2007 and (vii) Global Entrepolis @ Singapore Award – For Technopreneur of the Year in the Asia-Pacific Region in 2007.

Disclaimer

UFO Moviez India Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its securities and has filed a red herring prospectus with the Registrar of Companies, National Capital Territory of Delhi and Haryana. The Red Herring Prospectus is available on the website of the Securities and Exchange Board of India (SEBI) at www.sebi.gov.in and the respective websites of the Global Coordinators and Book Running Lead Managers at www.axiscapital.co.in and http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer to the Red Herring Prospectus, including the section "Risk Factors" on page 24 of the Red Herring Prospectus. Potential investors should not rely on the draft Red Herring Prospectus filed with the SEBI in making any investment decision. This document is not an offer of securities for sale in the United States or elsewhere. This document has been prepared for publication in India and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (the "U.S Securities Act") or any state securities laws in the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (i) in the United States only to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act and (ii) outside the United States in compliance with Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where these offers and sales occur. There will not and is not currently intended to be any public offering of securities in the United States. As such, please read the Preliminary Offering Memorandum available with the Managers before making an investment decision.