Your Directors have pleasure in presenting the Thirtieth Board's Report on the business and operations of your Company along with Audited
Standalone & Consolidated Financial Statements and Auditors' Report thereon for the Financial Year ended March 31, 2025.

1. Financial Summary and highlights

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'), as amended and modified from time to time, the Company has prepared its financial statements as per Indian
Accounting Standards (Ind AS) for the Financial Year 2024-25. The financial highlights of the Company's operations are as follows:

2. Operating results

Revenue from operations of the Company, on a standalone
basis, for the Financial Year 2024-25 was H54,424 million as
compared to H58,971 million in the previous Financial Year.
Further, your Company registered EBITDA of H16,955 million
as compared with H19,449 million for the Financial Year ended
March 31, 2024, a change of (12.8)%.

On a consolidated basis, the Company achieved revenue
of H57799 million during the year under review as against
H61,071 million during the previous financial year, down by
5.36 % year on year. The consolidated Operating EBITDA, for
the year, stood at H 17,153 million in comparison with H19,667
million in FY 2024.

The financial results have been discussed in detail in the
Management Discussion and Analysis Report forming part of this
Report. Further, during the Financial Year 2024-25, there was no
change in the nature of business of the Company.

3. Dividend, Dividend Distribution Policy &
Transfer to Reserves

The Board of Directors of your Company has not recommended
any dividend for the FY 2024-25. Accordingly, there has been
no transfer to General Reserves.

In compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations”),
the Company has in place a Dividend Distribution Policy
which endeavors for fairness, consistency and sustainability
while distributing profits to the shareholders. The same may
be accessed on the Company's website at https://www.
pvrcinemas.com.

4. Capital Structure

As on the date of this Report, the Authorised Share Capital of
the Company is H 294,50,96,800 consisting of 27,43,50,000
Equity Shares having face value of H10 each and 5,90,000,
Preference Shares having face value of H 341.52 each and
10,000 Preference Shares having face value of H 10 each.
During the period under review, the paid up equity share capital
of the Company increased consequent upon allotment of
following equity shares of the Company:

• 9,666 Equity Shares of face value of H 10 each were

allotted under PVR Employees Stock Option Plan 2022
to the specified employees of the Company at the pre¬
determined exercise price against same number of options
exercised by them.

• 55,850 Equity Shares of face value of H 10 each were

allotted under PVR Employees Stock Option Plan 2020
to the specified employee(s) of the Company at the pre¬
determined exercise price against same number of options
exercised by them.

The paid up equity share capital as on March 31, 2025 was
H 98,19,99,620.

During the year under review, the Company neither
issued any shares with differential voting rights nor issued
sweat equity shares.

5. General Information - Overview of the
Industry, External Environment and Economic
outlook

Pursuant to Regulation 34 of the Listing Regulations, the information
required is adequately captured in Management Discussion and
Analysis Report, forming part of this Annual Report.

6. Consolidated Financial Statements

The Company has prepared consolidated financial statements
in accordance with applicable accounting standards and the
provisions of Companies Act, 2013 and on the basis of the
audited financial statements of the Company, its subsidiaries
and associate/jointly controlled companies, as approved by
their respective Board of Directors.

The Consolidated Financial Statements are presented, as part
of this annual report, in addition to the standalone financial
statements of the Company.

7. Details of Subsidiaries/Joint Ventures/
Associate Companies

As on March 31, 2025, following are the subsidiaries
of the Company:

As on March 31, 2025, following is the Associate Company
of the Company:

During the year, the Board of Directors of your Company
reviewed the affairs of the subsidiaries. Pursuant to Section
129(3) of the Companies Act, 2013 and Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of the subsidiaries in
prescribed Form AOC-1 is annexed as per the Annexure '1'
which forms part of this Report.

Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company, the Consolidated Financial
Statements along with all relevant documents and the Auditors'
Report thereon form part of this Annual Report. Further, the
audited financial statements of each of the subsidiaries along
with relevant Directors' Report and Auditors' Report thereon are
available on our website at https://www.pvrcinemas.com/
investors-section.

The Company will make available these documents upon
request by any shareholder of the Company. The procedure for
inspection of documents is mentioned in the Notice forming part
of the Annual Report.

Further, the Company has formulated a Policy for Determination
of Material Subsidiary”, which is also available on the
Company's website at https://www.pvrcinemas.com.

8. Material Changes

There have been no material changes affecting the financial
position of the Company which have occurred between the
end of the financial year of the Company and the date of the
Report. As required under section 134(3) of the Act, the Board
of Directors inform the members that during the financial year,
there have been no material changes, except as disclosed
elsewhere in report:

• In the nature of Company's business;

• I n the Company's subsidiaries or in the nature of business
carried out by them; and

• In the Class of business in which the Company has an interest
except in a Company namely "Devyani PVR INOX Private
Limited” (Devyani PVR INOX) in Joint Venture with M/s
Devyani International Limited (Devyani) by subscribing
4,900 (49%) equity shares in Devyani PVR INOX for the
purpose of development and operation of food courts
situated within shopping mall in India and accordingly,
Devyani PVR INOX became the associate of the Company
with effect from 26^th July, 2024.

9. Details of Employee Stock options

During the Financial Year 2024-25, there was no change in the
Employee Stock Option Plan 2017, 2020 and 2022 adopted
by the Company.

The disclosure pursuant to the Securities and Exchange Board
of India (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021 for the year ended March 31, 2025 is
available on the website of the Company at https://www.
pvrcinemas.com/investors-section.

Kindly refer financial statements forming part of this Annual
Report for further details on ESOP Plan(s).

10. Credit rating of Securities

The details on credit rating(s) of Securities as availed by the
Company are disclosed in the Corporate Governance Report
forming part of this Annual Report.

11. Transfer to Investor Education and Protection
Fund

The Company has transferred a sum of H 1,46,996/- (Rupees
One Lakh Forty Six Thousand Nine Hundred Ninety Six Only)
during the Financial Year 2024-25 to Investor Education and
Protection Fund (Fund) established by the Central Government,
in compliance with the Companies Act, 2013. The said amount
represents unclaimed dividend which was lying with the
Company for a period of seven years. Further, the Company has
transferred 3,106 shares to the Investor Education and Protection
Fund Authority in compliance with the Companies Act, 2013.

Any shareholder whose shares or unclaimed dividend have
been transferred to the Fund, may claim the shares under
provision of Section 124(6) or apply for refund under proviso to
Section 125(3), 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.

12. Changes in Directorships

A. Appointment and Resignation of Directors:

1. Mr. Sanjai Vohra and Ms. Pallavi Shardul Shroff completed
their tenure as Independent Directors on 24^th July 2024
and 21^st October, 2024 respectively.

2. Ms. Deepa Misra Harris and Mr. Vishal Kashyap
Mahadevia were appointed as Independent Directors
for a period of five year w.e.f. 25^th July, 2024 and 22^nd
October, 2024 respectively.

B. Directors retiring by rotation:

Pursuant to Section 149 read with Section 152 and other
applicable provisions, if any, of the Companies Act, 2013,
one-third of the retirable Directors shall retire every year and if
eligible, may offer themselves for re-appointment. Consequently,
Mr. Pavan Kumar Jain, Chairman & Non-Executive Non
Independent Director and Mr. Sanjeev Kumar, Executive
Director retire by rotation at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment
in accordance with the provisions of the Companies Act, 2013.

The Board recommends their re-appointment to the Shareholders
of the Company at the ensuing Annual General Meeting. Details
are given in AGM Notice, which forms part of this Annual Report.

C. Confirmations & Declarations from the
Independent Directors:

The Company has received necessary declarations from each
Independent Director of the Company under Section 149 (7)
of the Companies Act, 2013, confirming that they meet the

15. Board Committees

As on the date of this report, the Board has following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

The Composition of the Committees and details of the meetings
of the Board Committees are given in the Corporate Governance
Report forming part of the Annual Report.

16. Policy on Directors' Appointment and
Remuneration Policy

The Company's policy on Director's appointment and
remuneration has been explicitly formulated & include formulation
of the criteria for determining qualifications, positive attributes and
independence of a director, formulation of criteria for evaluation
of Independent Directors and the Board, Devising a policy on
Board Diversity, Identification and recommendation to Board, the
persons who are qualified to become Directors, KMP, SMP, etc.
and remuneration of directors, KMP and other employees.

The policy also prescribes the criteria for recommending a
person for Directorship including attributes such as Qualifications
& experience, Qualities like professional integrity, strategic
capability, financial expertise, etc. and also prescribes the
eligibility Criteria & Remuneration of KMP, SMP.

The Policy also prescribes that the remuneration structure for KMP
and SMP shall be as per the Company's remuneration structure
taking into account factors such as experience, qualification,
performance and suitability. Further, the remuneration may consist
of fixed and incentive pay/retention bonus reflecting short and
long-term performance objectives appropriate to the working
of the Company and its goals. The said KMP/SMP may also be
provided any facility, perquisites, commission, accommodation,
interest free loans or loans at concessional rate in accordance with
the policies framed for the employees or any category thereof.

The said policy on Directors appointment and remuneration
policy have been uploaded on the website of the Company at
https://www.pvrcinemas.com/investors-section.

17. Performance Evaluation of the Board, its
Committees and Directors

Pursuant to applicable provisions of the Companies Act, 2013
and Listing Regulations, the Board, in consultation with its
Nomination & Remuneration Committee, has formulated a
framework containing, inter alia, the criteria for performance
evaluation of the entire Board, its Committees and Individual
Directors, including Independent Directors.

In order to evaluate the performance of the Board various
factors viz. exercise of objective independent judgment in the
best interest of Company, ability to contribute to and monitor
corporate governance practice and the quality, quantity
and timeliness of flow of information between the Company
management & the Board that is necessary for the Board
to effectively and reasonably perform their duties, board
diversity etc. are assessed. Similarly, for evaluation of Directors'
performance, their profile, contribution in Board and Committee
Meetings, execution and performance of specific duties,
adherence to the code of conduct for directors and obligations,
regulatory compliances and governance are evaluated.

The Independent Directors in their meeting held on 6th February,
2025, without the presence of any Non- Independent Director
and the members of management discussed, inter alia, the
performance of Non-Independent Directors and Board as
a whole and reviewed the performance of the Chairman
of the Company.

The performance evaluation of all the Independent Directors
have been done by the entire Board, excluding the Director
being evaluated.

The Directors expressed their satisfaction with the
evaluation process.

18. Remuneration of Directors and Employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure '2' which
forms part of this Report.

In terms of Section 136 of the Act, the report and accounts
are being sent to the Members and others entitled thereto,
excluding the information on employees particulars which is
available for inspection by the members at the registered office
of the Company during business hours on working days of the
Company from the date of this Report up to the date of ensuing
Annual General Meeting. Any member interested in obtaining
such particulars may write to the Company Secretary and the
same will be made available on request.

19. Internal Financial Control and their adequacy

The Company has an internal control system, commensurate with
the size, scale and complexity of its operations. The Company
has in place adequate controls, procedures and policies,
ensuring orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of
reliable financial information. Further, Audit committee interacts
with the statutory auditors, internal auditors and management in
dealing with matters within its terms of reference. During the year
under review, such controls were assessed and no reportable

material weakness in the design or operations were observed.
Accordingly, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during
Financial Year 2024-25.

Kindly refer Statutory Auditor Report on internal financial
controls forming part of this Annual Report for Auditors opinion
on internal financial controls.

20. Details in respect of frauds reported
by Auditors other than those which are
reportable to the Central Government.

The Statutory Auditors and Secretarial Auditors of the Company
have not reported any fraud to the Audit committee or the Board
of Directors under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.

21. Deposits

The Company has neither accepted any deposits from the public
nor accepted any amounts which are deemed to be deposits
within the meaning of sections 73 to 76 of the Companies Act
and the rules made thereunder, to the extent applicable during
the Financial Year 2024-25. Accordingly, the requirement of
disclosure under Chapter V of the Companies Act, 2013 is not
applicable to the Company.

22. Particulars of Loans, Guarantee or Investment
under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013, a
statement containing details of loans, guarantee and investment
made under Section 186 of the Companies Act, 2013, for the
Financial Year 2024-25, is given in the financial statements,
forming part of this Annual Report.

23. Contracts or arrangements with Related
Parties under Section 188(1) of the Companies
Act, 2013

With reference to Section 134(3)(h) of the Companies Act,
2013, all contracts and arrangements with related parties under
Section 188(1) of the Companies Act, 2013, entered by the
Company during the year under review, were in the ordinary
course of business and on an arm's length basis.

During the Financial Year 2024-25, the Company has not
entered into any contract or arrangement with related parties
which could be considered 'material' according to the Policy of
the Company on Materiality of Related Party Transactions. The
Company's Policy on dealing with Related Party transactions
is also available on the Company's website at https://www.
pvrcinemas.com. Pursuant to clause (h) of sub-section 134 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014
the requisite disclosures in the prescribed form "AOC-2" are
attached here as Annexure '3'.

Your attention is also drawn to the Related Party Disclosures set
out in the Financial Statements forming part of this Annual Report
at page no. 237.

24. Details of Policy developed and implemented
on Corporate Social Responsibilities (CSR)
initiatives

The Company has in place a CSR Policy in line with Schedule VII
of the Companies Act, 2013. As per the policy, the CSR activities
are carried by PVR Nest which focuses inter alia on:

(a) Education and social development of the most vulnerable
sections of our society;

(b) Hunger, Poverty, Malnutrition and Health;

(c) Sanitation and Safety;

(d) Gender Equality; and

(e) Environmental Sustainability

A report on CSR activities is furnished in Annexure '4'
which forms part of this Report. CSR Policy is available on
the Company's website at https://www.pvrcinemas.com/
investors-section.

25. Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo

Pursuant to the provisions of Section 134 of Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 the details of Conservation of Energy, Technology
Absorption, Foreign Exchange Earning and Outgo are attached
as Annexure '5' which forms part of this Report.

26. Development and Implementation of Risk
Management

Risk management is embedded in PVR INOX's operating
framework. The Company believes that risk resilience is key to
achieving higher growth. To this effect, there is a process in place
to identify key risks across the Company and priorities relevant
action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The
objective of this Policy is to have well-defined approach to risk.
The Policy lays down broad guidelines for timely identification,
assessment and prioritization of risks affecting the Company in
the short and foreseeable future. The Policy suggests framing an
appropriate response action for the key risks identified, so as to
make sure that risks are adequately addressed or mitigated. The
said Policy is also available on the website of the Company at
https://www.pvrcinemas.com/investors-section.

In terms of Regulation 21(3A) of Listing Regulations, two meetings
of the Risk Management Committee of the Company were held
during the year under review wherein the management confirmed
that the Company on regular basis assesses, evaluates and
monitors the risks-both internal and external, associated with
various aspects of its business and takes necessary mitigating
steps, wherever possible to manage such risks.

Detailed discussion on Risk Management forms part of
Management Discussion & Analysis Report under the section
'Risks and Concerns', which forms part of this Annual Report.

The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis.

27. Disclosure on Vigil Mechanism

The Company has put an effective vigil mechanism through
Whistle-Blower Policy to deal with instances of fraud,
mismanagement and unethical conduct, if any. The Company
is committed to the highest standards of Corporate Governance
and stakeholder responsibility. The Whistle-Blower Policy
provides for adequate safeguards against victimization of
persons and also provides for direct access to the Chairman of
the Audit Committee in exceptional circumstances and also to
the members of the Committee.

The Policy ensures that strict confidentiality is maintained while
dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern. The
said Policy is also available on the website of the Company at
https://www.pvrcinemas.com/investors-section.

28. Material orders of Judicial Bodies/ Regulators

During the year under review, there were no significant
and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's
operations in future.

29. Auditors and Auditor's Report

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s.
S.R. Batliboi & Associates LLP, Chartered Accountants (FRN:
301003E/E300005), pursuant to your approval, were
appointed as Statutory Auditors of the Company, to hold
office for 5 (five) years from the conclusion of the 27^th Annual
General Meeting, held on July 21, 2022, till the conclusion of
the 32^nd Annual General Meeting of the Company. The notes
on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation
or adverse remark or disclaimer.

Secretarial Auditors

M/s. DPV & Associates LLP, Company Secretaries, were
appointed as Secretarial Auditors of the Company for the
Financial Year 2024-25 pursuant to Section 204 of the
Companies Act, 2013. The Secretarial Audit Report submitted
by them in prescribed Form MR-3 is annexed as Annexure
'6' to this Report.

The Annual Secretarial Compliance Report is also annexed as
Annexure '7' to this report.

There are no observations or other adverse remarks or
disclaimer of the Secretarial Auditors in their report for the
Financial Year 2024-25.

Further, the Board of Directors in their meeting held on 12^,h
May, 2025 approved and recommended to the shareholders
the appointment of M/s. DPV & Associates LLP, Company
Secretaries as Secretarial Auditors for the Company for a
period of 5 years.

Internal Auditors

M/s KPMG Assurance and Consulting Services LLP, perform the
duties of internal auditors of the Company and their report is
reviewed by the Audit Committee on a quarterly basis.

30. Compliance with Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act,
2013, the Company has materially complied with the applicable
provisions of the Secretarial Standards on meetings of the board
of directors and general meetings, as issued by the Institute of
Company Secretaries of India.

31. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return of the Company is available on the Company's
website at https://www.pvrcinemas.com/investors-section.

32. Prevention of Sexual Harassment Policy

The Company has in place a Policy for prevention of Sexual
Harassment at the Workplace in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under
this policy. The following is a summary of sexual harassment
complaints received and disposed-off during the year.

The Company has always provided a congenial atmosphere for
work to all employees, free from discrimination and harassment
including sexual harassment. It has provided equal opportunities
of employment to all without regard to their caste, religion,
colour, marital status and Sex.

33. Business Responsibility and Sustainability
Report

As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report, describing the
initiatives taken by the Company from Environmental, Social
and Governance perspective is presented in a separate section,
forming part of the Annual Report.

34. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year under
review, is presented in a separate section, forming an integral
part of this Annual Report.

35. Corporate Governance

The Company is committed to uphold the highest standards
of corporate governance and believes that the business
relationship can be strengthened through corporate fairness,
transparency and accountability. Your Company complies with
all the mandatory provisions of the Listing Regulations.

The Report on Corporate Governance is placed in a separate
section forming part of the Annual Report along with a certificate
received from a Practicing Company Secretary and forms
integral part of this Report. A certificate from the Managing
Director and Chief Financial Officer of the Company, confirming
the correctness of the financial statements, compliance with
Company's Code of Conduct and adequacy of the internal
control measures as enumerated and reporting of matters to the
Audit Committee in terms of Listing Regulations, is also attached
and forms part of this Annual Report.

36. Directors' Responsibility Statement

Pursuant to requirements of Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, the
Directors confirm:

(a) That in the preparation of the annual accounts, the
applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) That the directors had 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 and of the profit and loss of
the Company for that period;

(c) That the directors had taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts on a going concern basis;

(e) That the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and

(f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

37. Acknowledgements

Your Directors take this opportunity to thank and acknowledge with gratitude, the contribution, co-operation and assistance received from
Film distributors & studios Production houses, Producers, International Business Partners and entire film industry. The Directors also express
their deep sense of appreciation for the significant contribution made by the employees both at the corporate and cinema level to the
significant improvement in the operations of the Company. Their dedicated efforts and enthusiasm have been pivotal to the growth of the
Company. The Directors also thank all the stakeholders including members, employees, customers, lenders, vendors, investors, business
partners and state and central governments, bankers, contractors, vendors, credit rating agencies, legal counsels, Stock Exchanges,
Registrar and Share Transfer Agent for their continued co-operation and support and their confidence in its management.

For and on behalf of the Board of Directors
of PVR INOX Limited

Place: Gurugram Ajay Kumar Bijli Sanjeev Kumar

Date: 12^,h May, 2025 Managing Director Executive Director