RED HERRING PROSPECTUS April 16, 2015

Please read Section 32 of the Companies Act, 2013Book Built Offer

UFO MOVIEZ INDIA LIMITEDOur Company was incorporated as Valuable Media Private Limited under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation dated June 14, 2004 issued by the Registrar of Companies, Maharashtra at Mumbai. For further details in relation to changes to our name, status and registered address, see History and Certain Corporate Matters on page 207 of this Red Herring Prospectus. Corporate Identity Number: U22120DL2004PLC164728; Registered Office: Office No. 12, 3rd Floor, 312 Surya Kiran Building, 19 Kasturba Gandhi Marg, New Delhi 110 001, India. Tel: +91 (11) 4370 4300/11; Fax: +91 (11) 4370 4322; Website: www.ufomoviez.com; Corporate Office: Valuable Techno Park, Plot No. 53/1, Road No. 7, MIDC, Marol, Andheri East, Mumbai 400 093, India. Tel: +91 (22) 4030 5060, Fax: +91 (22) 4030 5110; Contact Person: Mr. Sameer Chavan (Company Secretary and Compliance Officer); Tel: +91 (22) 4030 5060; Fax: +91 (22) 4030 5124; E-mail: investors@ufomoviez.com

PROMOTERS OF OUR COMPANY: MR. SANJAY GAIKWAD, MR. NARENDRA HETE, VALUABLE MEDIA LIMITED, VALUABLE TECHNOLOGIES LIMITED AND APOLLO INTERNATIONAL LIMITED.INITIAL PUBLIC OFFERING OF [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF UFO MOVIEZ INDIA LIMITED (THE ISSUER OR THE COMPANY) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE, AGGREGATING TO ` 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 (OUR 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 (OUR 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 OFFER SHALL CONSTITUTE []% OF THE FULLY DILUTED POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND, ANY RETAIL DISCOUNT* AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY, 3i RESEARCH, P5 AND THE PROMOTER SELLING SHAREHOLDERS (BEING MR. SANJAY GAIKWAD, MR. NARENDRA HETE, VALUABLE MEDIA LIMITED AND VALUABLE TECHNOLOGIES LIMITED) IN CONSULTATION WITH THE GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS (COLLECTIVELY MANAGERS), AND ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AND ALL EDITIONS OF JANSATTA (WHICH ARE WIDELY CIRCULATED ENGLISH AND HINDI NEWSPAPERS, HINDI BEING THE REGIONAL LANGUAGE OF NEW DELHI, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE OFFER OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE ICDR REGULATIONS) AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.* Discount of ` [] to the Offer Price may be offered to Retail Individual Investors (Retail Discount).

THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE OFFER PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARESIn case of revision in the Price Band, the Offer Period will be extended for a minimum of three additional Working Days after revision of the Price Band subject to the Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Offer Period, if applicable, will be widely disseminated by notification to BSE and NSE, by issuing a press release, and also by indicating the change on the websites of the Managers and at the terminals of the Syndicate Members and Registered Brokers and by intimation to Self Certified Syndicate Banks (SCSBs).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. For details, see Offer Procedure on page 581 of this Red Herring Prospectus.

RISKS IN RELATION TO FIRST OFFERThis being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 each. The Floor Price is [] times of the face value and the Cap Price is [] times of the face value. The Offer Price is [] times of the face value. The Offer Price (as has been determined by the Company, 3i Research, P5 and the Promoter Selling Shareholders in consultation with the Managers, and justified as stated in the section Basis for Offer Price on page 140 of this Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and / or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of the Company and the Offer, including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section Risk Factors on page 24 of this Red Herring Prospectus.

COMPANYS AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each Selling Shareholder accepts responsibility only for statements made by such Selling Shareholder in this Red Herring Prospectus and confirms that this Red Herring Prospectus contains all information about itself as a Selling Shareholder and the Equity Shares offered by it in the Offer and that such statements are true and correct in all material respects and are not misleading in any material respect.

LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. We have received in-principle approvals from BSE and NSE for listing of our Equity Shares pursuant to letters dated January 8, 2015 and January 19, 2015 respectively. For the purposes of the Offer, BSE shall be the Designated Stock Exchange.

OFFER PROGRAMMEFOR ALL BIDDERS: OFFER OPENS ON: April 28, 2015*FOR ALL BIDDERS OFFER CLOSES ON April 30, 2015

*Our Company, 3i Research, P5 and the Promoter Selling Shareholders in consultation with the Managers, may consider participation by Anchor Investors in accordance with the ICDR Regulations. The Anchor Investor Bidding Date shall