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.

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:

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 Rs.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.

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.

As on the date of this Report, the Authorised Share Capital of the Company is Rs.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 Rs.341.52 each and 10,000 Preference Shares having face value of Rs.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 Rs.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 Rs.10 each were allotted under PVR Employees Stock Option Plan 2020 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them.

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

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

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.

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.

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.

The developments in the operations/performance of each of the subsidiaries & joint ventures (associate) companies included in the Consolidated Financial Statements are presented below:-

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.

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;

• In 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 26th July, 2024.

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).

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.

The Company has transferred a sum of Rs.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.

1. Mr. Sanjai Vohra and Ms. Pallavi Shardul Shroff completed their tenure as Independent Directors on 24th July 2024 and 21st 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. 25th July, 2024 and 22nd October, 2024 respectively.

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.

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 criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and that of Listing Regulations.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors' Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company. The details of familiarization programme for Independent Directors are available on the Company's website at https://www.pvrcinemas.com/investors-section.

In addition to above, the Company has in place a Code of Conduct (Code) which is applicable to the Members of the Board and Senior Management personnel in the course of day to day business operations of the Company. The Company believes in 'Zero Tolerance' against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The Code is available on the Company's website https://www.pvrcinemas. com/investors-section.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and Senior Management personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

As on March 31, 2025, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

*Mr. Gaurav Sharma was appointed as Chief Financial Officer w.e.f 1st August, 2024, in place of Mr. Nitin Sood who resigned from the position of Chief Financial Officer with effect from the closure of business hours of 31st July, 2024.

** Mr. Murlee Manohar Jain was appointed as Company Secretary & Compliance Officer w.e.f 17th December, 2024 in place of Mr. Mukesh Kumar, who resigned from the position of Company Secretary & Compliance Officer with effect from the closure of business hours of 27th September, 2024.

During the Financial Year 2024-25, the Board of Directors met 6 times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report forming part of the Annual Report.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 27th Annual General Meeting, held on July 21, 2022, till the conclusion of the 32nd 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.