PRELIMINARY OFFERING MEMORANDUM

(SUBJECT TO COMPLETION) STRICTLY CONFIDENTIAL

UFO MOVIEZ INDIA LIMITED (Incorporated with limited liability under the laws of the Republic of India)

Public Offer of [] Equity Shares

This Preliminary Offering Memorandum relates to an initial public offering of [] Equity Shares of face value 10 each (the Equity Shares) of UFO Moviez India Limited (the Company) for cash at a price of [] per Equity Share (the Offer Price) including a share premium of [] per Equity Share, aggregating to 6,000 million through an offer for sale by the Selling Shareholders (consisting of 3i Research (Mauritius) Limited (3i Research), P5 Asia Holding Investments (Mauritius) Limited (P5), the promoter selling shareholders (Mr. Sanjay Gaikwad, Mr. Narendra Hete, Valuable Media Limited and Valuable Technologies Limited, together the Promoter Selling Shareholders), Mr. Raaja Kanwar, Mr. Prafulla Vaidya, Mr. Uday Gaikwad, Mr. Rakesh Gupta and the Employee Selling Shareholders) (the Offer).

The Equity Shares are being offered through the Book Building Process pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended as described in the attached Red Herring Prospectus dated April 16, 2015 (the Red Herring Prospectus). Any private placement to institutional investors in a jurisdiction outside India, including a private placement in the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act of 1933, as amended (the Securities Act), will be part of the Book Building Process. For a description of the Book Building Process, see General Information, Offer Structure and Offer Procedure at pages 84, 576 and 581, respectively, in the Red Herring Prospectus.

This preliminary international wrap accompanies the attached Red Herring Prospectus. As used in this preliminary international wrap, the reference to Preliminary Offering Memorandum means this preliminary international wrap and the Red Herring Prospectus, which should be read together prior to making an investment decision to buy Equity Shares in the Offer. Capitalized terms used but not defined in this preliminary international wrap shall have the meanings given to them in the Red Herring Prospectus.

Investing in the Equity Shares involves risks. See Risk Factors beginning on page 24 of the Red Herring Prospectus and Additional Risk Factors for International Investors beginning on page Wrap-11 of this preliminary international wrap to read about material factors investors should consider before investing in the Equity Shares.

The Equity Shares have not been and will not be registered under the Securities Act or any other applicable law of the United States and, unless so registered, 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 Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act and referred to in this Preliminary Offering Memorandum as U.S. QIBs, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Red Herring Prospectus as QIBs) in transactions exempt from the registration requirements of the Securities Act and (b) outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares are not transferable except in accordance with the restrictions described under Transfer Restrictions beginning on page Wrap-24 of this preliminary international wrap. The Offer will be conducted in compliance with the applicable SEBI regulations.

Global Coordinators and Book Running Lead Managers Axis Capital Limited Citigroup Global Markets India Private Limited

The date of this Preliminary Offering Memorandum is April 16, 2015

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Last Modified Date 20-4-15

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TABLE OF CONTENTS

Page

NOTICE TO INVESTORS IN THE UNITED STATES ............................................................. 5

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY ............................................................. 5

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA .................................... 6

FORWARD-LOOKING STATEMENTS .................................................................................... 7

ENFORCEMENT OF CIVIL LIABILITIES ............................................................................... 9

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP, IFRS AND U.S. GAAP ........................................................................................................................ 10

AVAILABLE INFORMATION ................................................................................................. 10

ADDITIONAL RISK FACTORS FOR INTERNATIONAL INVESTORS ............................. 11

RESTRICTIONS ON TRANSFERS OF EQUITY SHARES AND FOREIGN EXCHANGE REMITTANCES FROM INDIA ......................................................................... 16

TAXATION ................................................................................................................................ 18

TRANSFER RESTRICTIONS ................................................................................................... 24

DISTRIBUTION AND SOLICITATION RESTRICTIONS ..................................................... 29

PLAN OF DISTRIBUTION ....................................................................................................... 38

LEGAL MATTERS .................................................................................................................... 41

INDEPENDENT AUDITORS ................................................................................................... 41

RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................ 42

THE SECURITIES MARKET OF INDIA ................................................................................. 43

This Preliminary Offering Memorandum is personal to the offeree to whom it has been

delivered and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Equity Shares. This Preliminary Offering Memorandum is confidential and is being furnished by the Company and the Selling Shareholders in connection with an offering of Equity Shares exempt from, or not subject to, registration under the Securities Act, solely for the purpose of enabling a prospective investor to consider the purchase of the Equity Shares with restricted transferability as described herein. This Preliminary Offering Memorandum may be neither copied nor reproduced, in whole or in part, nor may it be distributed nor any of its contents disclosed to anyone other than the prospective investors to whom it is being provided. Each prospective investor in the Equity Shares, by accepting delivery of this Preliminary Offering Memorandum, is deemed to have agreed to the foregoing.

The Equity Shares have not been approved, disapproved or recommended by the securities commission or regulatory authority of any jurisdiction. None of these authorities has passed on or endorsed the merits of the Offer or the accuracy or adequacy of this Preliminary Offering Memorandum. Any representation to the contrary may be a criminal offence in certain jurisdictions.

The information contained in this Preliminary Offering Memorandum has been provided by the Company, the Selling Shareholders and other sources identified herein. To the extent

Last Modified Date 20-4-15

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permitted by applicable law, no representation or warranty, express or implied, is made by any of the Company, the Selling Shareholders, Underwriters named herein or any of their respective members, employees, counsel, officers, directors, representatives, agents, affiliates or associates as to the accuracy or completeness of such information, and no information contained in this Preliminary Offering Memorandum or made available in connection with any further investigation is, or shall be relied upon as, a promise or representation by any of the Underwriters or such persons. To the extent permitted by applicable law, each Underwriter and each such other person expressly disclaims any and all liability that may be based on such information, errors t