Directors Report of PVR INOX Ltd.

Mar 31, 2025

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:

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	54,424	58,971	57,799	61,071
Other Income	1,637	1,514	1,737	1,566
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense	16,955	19,449	17,153	19,667
Less: Depreciation/Amortization	12,646	12,051	12,798	12,193
Profit/Loss before Finance costs, Exceptional items and tax	4,309	7,398	4,355	7,474
expense
Less: Finance costs	8,060	7,880	8,095	7,913
Profit/Loss before Exceptional items and tax expense	(3,751)	(482)	(3,740)	(439)
Add/(less): Exceptional items	-	-	-	-
Profit/Loss before Share of non-controlling interest, share in net profit/(loss) of joint venture	(3,751)	(482)	(3,740)	(439)
Add/(less): Share in net profit/(loss) of joint venture	-	-	(3)	-
Profit/Loss before tax expense	(3,751)	(482)	(3,743)	(439)
Less: Tax expense (Current/Deferred)	(982)	(125)	(934)	(112)
Profit/loss for the year	(2,769)	(357)	(2,809)	(327)
Non- Controlling interest		-	13	7
Profit/Loss after adjustment of Non- Controlling interest(1)	(2,769)	(357)	(2,796)	(320)
Total Comprehensive Income/loss (2)	(7)	(3)	(2)	5
Total(1) (2)	(2,776)	(360)	(2,798)	(315)
Balance of profit/loss for earlier years	(14,367)	(14,007)	(14,585)	(14,269)
Balance Carried Forward	(17,143)	(14,367)	(17,382)	(14,585)

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 Regulationsâ),
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:

â¢ 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 preÂ¬
determined exercise price against same number of options
exercised by them.

â¢ 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 preÂ¬
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:

Sl. No.	Name of the subsidiary company
1 PVR INOX Pictures Limited
2	Zea Maize Private Limited
3	PVR INOX Lanka Limited

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

Sl. No.	Name of the Associate company
1 Devyani PVR INOX Private Limited

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:-

Sl. No.	Name of the entity	Relationship with the Company	Business overview of the entity	Details of Investments and Inter-corporate loans, if any	Annual Financial performance of the entity (Amount in Millions)
1	PVR INOX Pictures Limited (PIPL)	Wholly owned subsidiary	PIPL is engaged in distribution of films, including both Hollywood and Indian (Hindi and regional) movies.	During the year the Company had given a loan of Rs. 20,00,00,000 to PIPL and the same has been repaid by the PIPL, during the year itself.	Total Comprehensive Income: Rs. 135.82 Profit after tax: Rs. 135.93
2	PVR INOX Lanka Limited (PILL)	Wholly owned subsidiary	PILL is a film exhibition company and managing cinema screens in Sri Lanka.		Total Comprehensive Income: LKR (39.5) Profit after tax: LKR (39.40)
3	Zea Maize Private Limited (ZMPL)	Subsidiary Company	ZMPL is engaged in the business of manufacturing, distributing, selling of popcorn and other food products made out of corn.	During the year under review the Company invested a sum of Rs. 44,68,51,363 and as on 31^sl March, 2025 hold the stake of 92.81% in ZMPL.	Total Comprehensive Income: Rs. (159.52) Profit after tax: Rs. (160.60)
4.	Devyani PVR INOX Private Limited (DPIPL)	Associate Company	DPIL is engaged in the business of design, develop, operate and maintain food courts and other food outlets in India.	During the year under review the Company invested a sum of Rs. 1,46,02,000 and as on 31^st March, 2025 hold the stake of 49% in DPIL.	Total Comprehensive Income: Rs. (6.25) Profit after tax: Rs. (6.25)

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 Subsidiaryâ, 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:

â¢ In the nature of Company''s business;

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

â¢ In the Class of business in which the Company has an interest
except in a Company namely "Devyani PVR INOX Private
Limitedâ (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^ndOctober, 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

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.

D. Adherence to the Code of Conduct:

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.

13. Key Managerial Personnel

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:

Name	Designation
Mr. Ajay Kumar Bijli	Managing Director
Mr. Gaurav Sharma*	Chief Financial Officer
Mr. Murlee Manohar Jain**	Company Secretary & Compliance Officer

*Mr. Gaurav Sharma was appointed as Chief Financial Officer w.e.f 1^st 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 31^st July, 2024.

** Mr. Murlee Manohar Jain was appointed as Company Secretary &
Compliance Officer w.e.f 17^th 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 27^th September, 2024.

14. Meetings of the Board of Directors

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.

15. Board Committees

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ 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;

(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^,hMay, 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.

Particulars	Nos.
Number of complaints pending at the beginning of the year	0
Number of complaints received during the year	43
Number of complaints disposed off during the	33
year
Number of cases pending for more than 90 days	-

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

Mar 31, 2024

Your Directors have pleasure in presenting the Twenty-Ninth Board Report on the business and operations of your Company along with audited financial statements for the Financial Year ended March 31, 2024.

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 2023-24. The financial highlights of the Company''s operations (on standalone basis) are as follows:

(Amount in Mn)

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	58,971	35,591
Other Income	1,514	769
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense	19,449	11,13
Less: Depreciation/Amortisation	12,051	7407
Profit/Loss before Finance costs, Exceptional items and tax expense	7,398	3,724
Less: Finance costs	7,880	5,686
Profit/Loss before Exceptional items and tax expense	(482)	(1,962)
Add/(less): Exceptional items	-	108
Profit/Loss before tax expense	(482)	(2,070)
Less: Tax expense (Current/Deferred)	(125)	1,260
Profit/loss for the year (1)	(357)	(3,330)
Total Comprehensive Income/loss (2)	(3)	6
Total(1) (2)	(360)	(3,324)
Balance of profit/loss for earlier years	(14,007)	(10,684)
Balance Carried Forward	(14,367)	(14,007)

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

Revenue from operations of the Company for the Financial Year 2023-24 was H 58,971 million as compared to H35,591 million in the previous Financial Year. Further, your Company registered EBITDA of H 19,449 million as compared with H 11,131 million for the Financial Year ended March 31, 2023, showing a growth of 75%*. 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 2023-24, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

The Board of Directors of your Company, keeping in view the Company''s current financial position and relevant circumstances has decided, not to recommend any dividend for the year under review.

The Board of Directors of your Company has approved and adopted the Dividend Distribution Policy. The dividend distribution policy is placed on the Company website at https://www.pvrcinemas.com/i nvestors-section.

3. Transfer to Reserves

Due to loss incurred during the year under review, the Board of Directors of your Company has decided not to transfer any amount to the Reserves.

4. Major events occurred during the year and post closure

â¢ Merger of Shouri Properties Private Limited ("Transferor Company/SPPL") with the Company

The Members may kindly note that Shouri Properties Private Limited (SPPL) was Wholly Owned Subsidiary of erstwhile INOX Leisure Limited (INOX). The Board of SPPL and INOX had approved a Scheme of Amalgamation, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 on 21^st January, 2022. However, pursuant to the merger of INOX with the Company, SPPL became the Wholly Owned Subsidiary of the Company.

The Board in its meeting held on 16^th March, 2023 had approved the replacement of name in the Scheme of Amalgamation for the ongoing petition filed with Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT") for the merger of Shouri Properties Private Limited with the Company.

The NCLT has approved the Scheme vide its order dated 4^th October, 2023. The certified copy of the NCLT order was filed with the Registrar of Companies (ROC) on 9^thNovember, 2023 ("Effective Dateâ).

â¢ Execution of Shareholders'' Agreement with Devyani International Limited

The Members may take note that the Company has entered into a Shareholders'' Agreement with Devyani International Limited to incorporate a new Company in India for the purpose of development and operation of food courts situated within shopping mall in India. The Company and Devyani International Limited shall invest in equity share capital of the proposed company in the ratio of 49:51 respectively.

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. Capital Structure

As on the date of this Report, the Authorised Share Capital of the Company is 1294,50,96,800 consisting of 27,43,50,000 Equity Shares having face value of 110 each and 5,90,000. Preference Shares having face value of 1341.52 each and 10,000 Preference Shares having face value of 110 each.

During the period under review, the paid up equity share capital of the Company was increased consequent upon allotment of following equity shares of the Company:

â¢ 83,662 Equity Shares of face value of 110 each was 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.

â¢ 83,470 Equity Shares of face value of 110 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, 2024 was 198,13,44,460.

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

7. Details of Employee Stock options

During the Financial Year 2023-24, there was no change in the Employee Stock Option Plan 2017, 2020 and 2022 adopted by the Company.

Further, the Nomination and Remuneration Committee ("NRCâ) at its meeting held on May 07, 2024, noted that 14,515 options were lapsed under PVR Employees Stock Option Plan 2017 (''PVR ESOP 2017'') out of which 12,000 options were re-granted to eligible employee.

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, 2024 is available on the website of the Company at https:// www.pvrcinemas.com/investors-section.

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

8. 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.

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of 11,40,586/- (Rupees One lakhs Forty Thousand Five Hundred Eighty Six Only) during the Financial Year 2023-24 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 1,746 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 to Section 124(6) or apply for refund under Section 125(3) or 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.

10. Changes in Directorships and other Compliances in relation to the Directors

A. Appointment and completion of tenure of Directors:

1. Mr. Haigreve Khaitan and Mr. Amit Jatia had

completed their tenure as Independent Directors on 9^thFebruary, 2024.

2. Mr. Dinesh Hasmukhrai Kanabar and Mr. Shishir Baijal were appointed as Independent Directors for a period of five year w.e.f. 10^th February, 2024.

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 for re-appointment. Consequently, Mr. Ajay Kumar Bijli, Managing Director and Mr. Siddharth Jain, Non -Executive Director who 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.

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 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 familiarisation programme for Independent Directors are available on the Company''s website at https:// www.pvrcinemas.com/investors-section.

D. Adherence to the Code of Conduct:

In addition to above, the Company has in place a Code of Conduct (Code) which is applicable to the Members of the Board and all employees 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/i nvestors-section.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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.

11. Key Managerial Personnel

As on March 31, 2024, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

Name	Designation
Mr. Ajay Kumar Bijli	Managing Director
Mr. Nitin Sood	Chief Financial Officer
Mr. Mukesh Kumar	Company Secretary and Compliance Officer

12. Meetings of the Board of Directors

During the Financial Year 2023-24, 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.

13. Audit Committee

As on March 31, 2024, the Audit Committee comprised the following directors:

â¢ Mr. Dinesh Hasmukhrai Kanabar;

â¢ Mr. Ajay Kumar Bijli;

â¢ Mr. Siddharth Jain;

â¢ Mr. Vishesh Chander Chandiok;

â¢ Mr. Sanjai Vohra; and

â¢ Ms. Pallavi Shardul Shroff

It is further confirmed that the recommendations of Audit Committee, as made from time to time, were duly accepted by the Board of Directors.

14. Policy on Directors'' Appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors, KMPs and other employees is annexed as Annexure ''1'', which forms part of this Report.

There has been no change in the Policy during the financial year under review.

15. 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. board diversity, knowledge and expertise, corporate governance practices etc. are assessed. Similarly, for evaluation of Directors'' performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the Financial Year under review, the Independent Directors met separately without the presence of any Non-Independent Director and the members of management and 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.

16. 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.

17. 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 judgements 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.

18. 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 2023-24.

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

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

The Statutory Auditors and Secretarial Auditor 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.

20. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2024, following is the list of subsidiaries of the Company:

Z Â£ p â¦	Name of the subsidiary company
1 PVR INOX Pictures Limited
2	Zea Maize Private Limited
3	PVR INOX Lanka Limited

In terms of Companies Act, 2013, your Company does not have any direct associate Company or joint venture Company during the Financial Year 2023-24.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries in prescribed Form AOC-1 is annexed as per Annexure ''3'' which forms part of this Report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on the website of the Company at https://www. pvrcinemas.com/i nvestors-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 Subsidiaryâ, which is also available on the Company''s website at https://www. pvrcinemas.com/i nvestors-section.

21. Disclosure on deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

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 1 86 of the Companies Act, 2013, for the Financial Year 2023-24, 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 2023-24, 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/i nvestors-section.

Your attention is also drawn to the Related Party Disclosures set out in the Financial Statements forming part of this Annual Report.

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;

(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 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 prioritisation 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.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

27. Disclosure on Vigil Mechanism

The Company has Whistle-Blower Investigation Committee which provides for adequate safeguards against victimisation of persons and also provides for direct access to the Chairman of the Audit Committee 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.

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.

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. Secretarial Auditors and their Report

M/s. DPV & Associates LLP, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2023-24 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.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the report for the Financial Year 2023-24.

30. Compliance with Secretarial Standard

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. Consolidated Financial Statements

The Company has prepared consolidated financial statements in accordance with applicable accounting standards and the applicable provisions of Companies Act, 2013. The same are presented in addition to the standalone financial statement of the Company.

33. 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.

Particulars	Nos.
Number of complaints pending at the beginning of the	Nil
year
Number of complaints received during the year	40
Number of complaints disposed off during the year	38
Number of cases pending at the end of the year	02*

*The complaints were received in March, 2024 and as on the date of this report the pending complaints have been resolved.

34. 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.

35. 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.

36. 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 Report.

37. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

During the period under review, the Company has not made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

38. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by the employees both at the corporate and the 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

Ajay Kumar Bijli Sanjeev Kumar

Place: Gurugram Managing Director Executive Director

Date: May 14, 2024 DIN: 00531142 DIN: 00208173

Mar 31, 2023

Your Directors have pleasure in presenting the Twenty-Eighth Board Report on the business and operations of your Company along with audited financial statements for the Financial Year ended March 31, 2023.

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 2022-23. The financial highlights of the Company''s operations (on standalone basis) are as follows:

		(Amount in lakhs)
Particulars	FY 2022-23	FY 2021-22
Revenue from operations	3,55,917	1,21,331
Other Income	7,686	31,074
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense	1,11,313	41,656
Less: Depreciation/Amortisation	74,071	59,442
Profit/Loss before Finance costs, Exceptional items and tax expense	37,242	(17786)
Less: Finance costs	56,862	49,361
Profit/Loss before Exceptional items and tax expense	(19,620)	(67147)
Add/(less): Exceptional items	1,082	-
Profit/Loss before tax expense	(20,702)	(67147)
Less: Tax expense (Current/Deferred)	12,596	(19,312)
Profit/loss for the year (1)	(33,298)	(47,835)
Total Comprehensive Income/loss (2)	58	(40)
Total(1) (2)	(33,240)	(47,875)
Balance of profit/loss for earlier years	(1,06,838)	(58,963)
Balance Carried Forward	(1,40,076)	(1,06,838)

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

Revenue from operations of the Company for the Financial Year 2022-23 was '' 3,55,917 lakhs as compared to '' 1,21,331 lakhs in the previous Financial Year. Further, your Company registered EBITDA of '' 1,11,313 lakhs as compared with '' 41,656 lakhs for the Financial Year ended March 31, 2022, showing a growth of 167.22%.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 2022-23, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

The Board of Directors of your Company, keeping in view the Company''s current financial position, relevant circumstances and continued impact of COVID-19 on business, has decided, not to recommend any dividend for the year under review.

3. Transfer to Reserves

Due to loss incurred during the year under review, the Board of Directors of your Company has decided not to transfer any amount to the Reserves.

4. Major events occurred during the year and post closure

(i) Merger of INOX Leisure Limited ("Transferor Company/INOX") with the Company

The Board of Directors in its meeting held on March 27, 2022, approved the scheme of amalgamation of erstwhile INOX into and with the PVR Limited ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder (Scheme).

The Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT") has approved the Scheme vide its order dated January 12, 2023. The certified copy of the NCLT order was filed with the Registrar of Companies (ROC) on February 6, 2023 ("Effective Date").

(ii) Shifting of Registered Office of the Company

During the period under review, the registered office of the Company has been shifted from the NCLT of Delhi to the State of Maharashtra w.e.f July 18, 2022.

(iii) Change of name of the Company from PVR Limited to PVR INOX Limited

Consequent to the recently concluded merger of erstwhile INOX Leisure Limited with the Company and pursuant to Clause 12 of part III of the Scheme of amalgamation, the name

of the Company has been changed from PVR Limited to PVR INOX Limited w.e.f. April 20, 2023 and a fresh "Certificate of Incorporation" issued by Registrar of Companies (ROC-Mumbai), has been received by the Company.

No other material change and commitment have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would affect the financial position of your Company.

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. Capital Structure

As on the date of this Report, the Authorised Share Capital of the Company is '' 292,90,96,800 consisting of 27,27,50,000 Equity Shares having face value of ''10 each and 5,90,000, 0.001% Non-Cumulative Convertible Preference Shares having face value of '' 341.52 each and 10,000 Preference Shares having face value of '' 10 each.

During the period under review, the paid up equity share capital of the Company was increased consequent upon allotment of following equity shares of the Company:

â¢ 5,499 Equity Shares of face value of '' 10 each was allotted under PVR Employees Stock Option Plan 2022 to the specified employee of the Company at the predetermined exercise price against same number of options exercised by him.

â¢ 92,500 Equity Shares of face value of '' 10 each were allotted under PVR Employees Stock Option Plan 2017 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them;

â¢ 176,498 Equity Shares of face value of '' 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.

â¢ 3,67,01,729 Equity Shares of face value of '' 10 each were allotted to the shareholders of erstwhile INOX Leisure Limited, pursuant to the Scheme of Amalgamation of INOX Leisure Limited with PVR Limited as approved by the Hon''ble National Company Law Tribunal (NCLT), Mumbai vide its order dated January 12, 2023.

The paid up equity share capital as on March 31, 2023 was '' 97,96,73,140

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

7. Details of Employee Stock options

During the Financial Year 2022-23, there was no change in the Employee Stock Option Plan 2017, 2020 and 2022 adopted by the Company.

Further, 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, 2023 is available on the website of the Company at https://www. pvrcinemas.com/corporate.

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

8. 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.

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of '' 75,232/- (Rupees Seventy Five Thousand Two Hundred Thirty Two Only) during the Financial Year 2022-23 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 19,795 shares to the Investor Education and Protection Fund Authority in compliance with the Companies Act, 2013.

10. Changes in Directorships and other Compliances in relation to the Directors

A. Appointment and Resignation of Directors:

1. Pursuant to clause 10 of Part III of the Scheme of Amalgamation and from the effectiveness of Scheme of Amalgamation i.e. February 6, 2023, following directors were appointed on the Board of the Company for a period of five years;

i) Mr. Pavan Kumar Jain was appointed as Chairman & Non-Executive Director of the Company.

ii) Mr. Ajay Bijli was appointed as Managing Director of the Company.

iii) Mr. Sanjeev Kumar was appointed as Executive Director of the Company; and

iv) Mr. Siddharth Jain was appointed as Non-Executive Director of the Company.

2. Mr. Haigreve Khaitan and Mr. Amit Jatia were appointed as an Independent Directors for a period of one year w.e.f. February 10, 2023;

18. Internal Financial Control and their adequac

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 2022-23.

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

19. Details in respect of frauds reported by Auditoi other than those which are reportable t the Central Government.

20. Report on the Performance & Financic Position of Subsidiaries

As on March 31, 2023, following is the list of subsidiaries of the Company:

Sl. No.	Name of the subsidiary company
1 PVR Pictures Limited
2	Zea Maize Private Limited
3	P V R Lanka Limited
4	Shouri Properties Private Limited

3. Mr. Vishesh Chander Chandiok was appointed as an Independent Director for a period of five years w.e.f.

February 10, 2023;

4. Mr. Anish Kumar Saraf had resigned as Non-Executive Director of the Company w.e.f February 6, 2023, Mr. Vikram Bakshi,

Ms. Deepa Misra Harris and Mr. Gregory Adam Foster resigned as Independent Directors of the Company w.e.f February 10, 2023.

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 for re-appointment. Consequently, Ms. Renuka Ramnath and Mr. Sanjeev Kumar who retires by rotation at the ensuing Annual General Meeting and being eligible offers 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.

C. Confirmations & declarations from the Independent Directors:

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 familiarisation programme for Independent Directors are available on the Company''s website at https://www.pvrcinemas. com/corporate.

D. Adherence to the Code of Conduct:

In addition to above, the Company has in place a Code of Conduct which is applicable to the Members of the Board and all employees 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 laid down by the Board is known as ''Code of Business Conduct'' which forms an Appendix to the Code. The Code is available on the Company''s website https://www.pvrcinemas. com/corporate.

11. Key Managerial Personnel

As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

Name	Designation
Mr. Ajay Bijli	Managing Director
Mr. Nitin Sood	Chief Financial Officer
Mr. Mukesh Kumar	Company Secretary and Compliance Officer

12. Meetings of the Board of Directors

During the Financial Year 2022-23, 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.

13. Audit Committee

As on March 31, 2023, the Audit Committee comprised the following directors:

â¢ Mr. Ajay Bijli

â¢ Mr. Siddharth J ain

â¢ Mr. Haigreve Khaitan;

â¢ Mr. Vishesh Chander Chandiok;

â¢ Mr. Sanjai Vohra; and

â¢ Ms. Pallavi Shardul Shroff;

It is further confirmed that the recommendations of Audit Committee, as made from time to time, were duly accepted by the Board of Directors.

14. Policy on Directors Appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors, KMP and other employees is annexed as Annexure ''1'', which forms part of this Report.

There has been no change in the Policy during the financial year under review.

15. 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. board diversity, knowledge and expertise, corporate governance practices etc. are assessed. Similarly, for evaluation of Directors'' performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

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.

16. 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.

17. 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.

In terms of Companies Act, 2013, your Company does not have any direct associate Company or joint venture Company during the Financial Year 2022-23.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on the website of the Company at https://www.pvrcinemas. com/corporate.

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 determining ''Material'' Subsidiaries, which is also available on the Company''s website at https://www.pvrcinemas.com/corporate.

21. Disclosure on deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013.

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 2022-23, 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 2022-23, 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/ corporate.

Your attention is also drawn to the Related Party Disclosures set out in the Financial Statements forming part of this Annual Report.

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;

(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/corporate.

25. Conservation of 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''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 prioritisation 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/corporate.

In terms of Regulation 21(3A) of Listing Regulations, two meetings of the Risk Management Committee of the Company was 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.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

27. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle-Blower Policy to deal with instance of fraud and mismanagement, if any. The Company is committed to the highest standards of Corporate Governance and stakeholder responsibility. The Company has Whistle-Blower Investigation Committee which provides for adequate safeguards against victimisation of persons and also provides for direct access to the Chairman of the Audit Committee 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/corporate.

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.

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. Secretarial Auditors and their Report

M/s. DPV & Associates LLP, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2022-23 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.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the report for the Financial Year 2022-23.

30. Compliance with Secretarial Standard

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/corporate.

32. Consolidated Financial Statements

33. 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.

Particulars	Nos.
Number of complaints pending at the beginning	NIL
of the year
Number of complaints received during the year	42
Number of complaints disposed off during the year	42
Number of cases pending at the end of the year	NIL

34. 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.

35. 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 integral part of this Annual Report.

36. 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 alongwith 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 Report.

37. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

During the period under review, the Company has not made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

38. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by the employees both at 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: New Delhi Ajay Bijli Sanjeev Kumar

Date: 15.05.2023 Managing Director Executive Director

Mar 31, 2022

--------------

Your Directors have pleasure in presenting the Twenty-Seventh Board Report on the business and operations of your Company along with audited financial statements for the Financial Year ended March 31, 2022.

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 2021-22. The financial highlights of the Company''s operations (on standalone basis) are as follows:

		(Amount in lakhs)
Particulars	FY 2021-22	FY 2020-21
Revenue from operations	1,21,331	22,572
Other Income	31,074	47275
Profit/Loss before Depreciation, Finance costs, Exceptional items and tax expense	41,689	14,321
Less: Depreciation/Amortisation	59,442	56,349
Profit/Loss before Finance costs, Exceptional items and tax expense	(17,753)	(42,028)
Less: Finance costs	49,394	49,347
Profit/Loss before Exceptional items and tax expense	(67,147)	(91,375)
Add/(less): Exceptional items	-	-
Profit/Loss before tax expense	(67,147)	(91,375)
Less: Tax expense (Current/Deferred)	(19,312)	(19,025)
Profit/loss for the year (1)	(47,835)	(72,350)
Total Comprehensive Income/loss (2)	(40)	(8)
Total (1) (2)	(47875)	(72,358)
Balance of profit/loss for earlier years	(58,963)	13,395
Balance Carried Forward	(1,06,838)	(58,963)

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

Revenue from operations of the Company for the Financial Year 2021-22 was ''1,21,331 lakhs as compared to ''22,572 lakhs in the previous Financial Year. Further, your Company registered EBITDA of ''41,689 lakhs as compared with ''14,321 lakhs for the Financial Year ended March 31, 2021, showing a growth of 191.10%. Further the financial results of the Company for the Financial Year 2021-22 were impacted on account of spread of COVID-19 pandemic and the measures taken by government bodies to prevent its transmission. 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 2021-22, there was no change in the nature of business of the Company.

2. Dividend and Dividend Distribution Policy

The Board of Directors of your Company, keeping in view the Company''s dividend distribution policy, the current financial position, relevant circumstances and impact of COVID-19 on business, has decided, not to recommend any dividend for the year under review.

3. Transfer to Reserves

Due to loss incurred during the year under review, the Board of Directors of your Company has decided not to transfer any amount to the Reserves.

4. Major events occurred during the year and post closure

(i) Merger of INOX Leisure Limited ("Transferor Company/INOX") with the Company

The Board of Directors in its meeting held on March 27, 2022, approved the scheme of amalgamation of INOX into and with the PVR Limited ("Transferee Companyâ) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder.

The Scheme is subject to the receipt of applicable approvals, including approvals from the respective jurisdictional Hon''ble National Company Law Tribunal, SEBI, BSE Limited and the National Stock Exchange of India Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary. The appointed date for the scheme shall be the effective date of the scheme (which shall be the date on which the last of the conditions precedent to effectiveness as set out in the scheme are satisfied) or such other date that the Transferor Company and the Transferee Company may agree mutually, and is the date with effect from which the scheme shall be operative.

For the detailed rationale and terms of the proposed merger, kindly refer Management Discussion and Analysis Report forming part of the Annual Report.

(ii) Rent Concession Accounting (Ind AS 116)

Ministry of Corporate Affairs amended Ind AS 116 vide its notification dated July 24, 2020 which allowed rent concessions received during COVID-19 period to be written back to Statement of Profit and Loss as practical expedient and not assessing the same as lease modification. This has significant impact on the other income for the current financial year. Please refer financial statements and relevant section of Management Discussion and Analysis Report for details.

(iii) COVID-19 Impact and measures

The Year under review has again been a challenging year for the Company, as COVID-19 continued to adversely impact the operations of the Company. Due to the burgeoning caseload across the entire country, localised lockdowns and curfews were mandated by various state governments. Majority of our screens were shut down in a staggered manner in April, 2021 and by first week of May 2021 the entire cinema circuit was shut. During 3^rdQuarter of Financial Year 2021-22, the Company had restarted its operations in all states with capacity restrictions depending upon respective state guidelines. From November 2021 onwards, the business started to pick up momentum with the release of first Bollywood blockbuster "Sooryavanshi". Regular flow of content during November and December ensured that business delivered operational profit after 6 quarters of losses. The 3^rd wave of COVID-19 took everyone by surprise with its rapid spread of infection and all the states had once again put in place capacity restrictions on cinema operations. The business however bounced back swiftly in the month of March 2022 as these restrictions were lifted with strong box office performance of films.

The pandemic has resulted in extreme economic and social stress in India and the world. The priority of the Company during this period has been to safeguard the health and well-being of employees, customers and communities at large while managing business operations as efficiently as possible. The Company has assessed the likely impact of the pandemic on the business. It has adversely impacted the business in the short term, but the longterm drivers of the business are intact and the Company does not anticipate any material medium to long term risks to the business. Company was continuously working to minimise the impact of the pandemic. To mitigate the adverse impact of COVID-19 on the business, the Company continued with its strategy to manage costs, cash flows and maintain adequate liquidity.

Since, the year under review had put unexpected distress which required your Board to deal with the situation diligently, the focus of the company was to manage its costs and reduce cash burn, ensure enough liquidity on the balance sheet to tide through these tough times, ensure health and well-being of all its employees, build customer trust and confidence as we re-opened cinemas with revised safety protocols.

(iv) Shifting of Registered Office

The Board of Directors of the Company has approved the shifting of registered office of the Company from the NCT of Delhi to the State of Maharashtra, vide their resolution passed by circulated on April 9, 2022, subject to the approval of regulatory authorities and members of the Company.

Further, no other material change and commitment have occurred after the closure of the Financial Year 2021-22 till the date of this Report, which would affect the financial position of your Company.

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

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

6. Capital Structure

As on the date of this Report, the Authorised Capital of the Company is ''1,43,84,96,800 consisting of 12,37,00,000 Equity Shares of face value of ''10 each and 5,90,000, 0.001% Non-Cumulative Convertible Preference Shares of face value of ''341.52 each.

During the year under review, the paid up equity share capital of the Company was increased consequent upon allotment of following equity shares of the Company:

â¢ 56,185 Equity Shares of face value of ''10 each were allotted under PVR Employees Stock Option Plan 2017 to the specified employee(s) of the Company at the predetermined exercise price against same number of options exercised by them;

â¢ 1,78,230 Equity Shares of face value of ''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, 2022 was ''60,99,65,870.

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

7. Details of Employee Stock options PVR Employees Stock Option Plan, 2022

During the Financial Year 2021-22, your Company had introduced PVR Employees Stock Option Plan 2022 (''PVR ESOP 2022'') for issuance of 6,00,000 stock options. In the same Financial Year, the Nomination and Remuneration Committee ("NRC") had approved the grant of 5,68,500 options at an issue price of ''1,347/- per option subject to the approval from the regulatory authorities.

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 for re-appointment. Consequently, Ms. Renuka Ramnath, who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The Board recommends her re-appointment to the Shareholders of the Company.

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 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 familiarisation programme for Independent Directors are available on the Company''s website at https://www.pvrcinemas. com/corporate.

D. Adherence to the Code of Conduct:

In addition to above, the Company has in place a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in ''Zero Tolerance'' against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as ''Code of Business Conduct'' which forms an Appendix to the Code. The Code is available on the Company''s website https://www. pvrcinemas.com/corporate.

11. Key Managerial Personnel

As on March 31, 2022, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 were as follows:

Name	Designation
Mr. Ajay Bijli	Chairman cum Managing Director
Mr. Nitin Sood	Chief Financial Officer
Mr. Mukesh Kumar	Company Secretary and Compliance Officer

PVR Employees Stock Option Plan, 2020

During the Financial Year 2021-22, Nomination and Remuneration Committee ("NRC") at its meeting held on April 12, 2021, had revised the vesting period of 5,20,000 options granted under PVR Employees Stock Option Plan 2020 (''PVR ESOP 2020'') up to 2^nd anniversary from the date of grant i.e. July 15, 2020, allowing vesting of 50% of options granted on each anniversary.

PVR Employees Stock Option Plan, 2017

During the Financial Year 2021-22, Nomination and Remuneration Committee ("NRC") at its meeting held on April 12, 2021, took note of cancellation of 41,000 options granted under PVR Employees Stock Option Plan 2017 (''PVR ESOP 2017'') and re-granted the same to eligible employees at an exercise price of ''1,400/-.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits &

Sweat Equity) Regulations, 2021 for the year ended

March 31, 2022 is available on the website of the Company at

https://www.pvrcinemas.com/corporate.

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

8. 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.

9. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of ''1,11,198/- (Rupees One Lakh Eleven Thousand One Hundred Ninety Eight Only) during the Financial Year 2021-22 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 4,416 shares to the Investor Education and Protection Fund Authority in compliance with the Companies Act, 2013.

10. Changes in Directorships and other Compliances in relation to the Directors

A. Appointment and regularisation of Additional Directors:

During the year under review, the appointment of Mr. Gregory Adam Foster, Independent Director, was regularised by the shareholder''s at their meeting held on September 28, 2021.

During the Financial Year 2021-22, Mr. Pankaj Dhawan, retired from the services of the Company effective from the close of

business hours on April 15, 2021 and Mr. Mukesh Kumar was appointed as the Company Secretary and Compliance Officer effective June 02, 2021 and was also designated as one of the Key Managerial Personnel of the Company.

12. Meetings of the Board of Directors

During the Financial Year 2021-22, the Board of Directors had met 5 times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report.

13. Audit Committee

As on March 31, 2022, the Audit Committee comprised of the following independent directors:

â¢ Mr. Sanjai Vohra, Chairman;

â¢ Ms. Deepa Misra Harris, Member; and

â¢ Mr. Vikram Bakshi, Member.

It is further confirmed that the recommendations of Audit Committee, as made from time to time, were duly accepted by the Board of Directors.

14. Policy on Directors Appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and remuneration of directors, KMP and other employees is annexed as Annexure ''1'', which forms part of this Report.

There has been no change in the Policy during the financial year under review

15. 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 vis. board diversity, knowledge and expertise, corporate governance practices etc. are assessed. Similarly, for evaluation of Directors'' performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the Financial Year under review, the Independent Directors had met separately without the presence of any Non- Independent Director and the members of management and 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.

16. 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.

17. 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 have been followed and no material departures have been made from the same;

(b) That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit and loss of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared by them on a going concern basis;

(e) That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

18. Internal Financial Control and their adequacy

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 2021-22.

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

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

20. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2022, following is the list of subsidiaries of the Company:

Sl. No.	Name of the subsidiary company
1 PVR Pictures Limited
2	Zea Maize Private Limited
3	P V R Lanka Limited
4	SPI Entertainment Projects (Tirupati) Private Limited*

*The Company is under the process of voluntary striking off

In terms of Companies Act, 2013, your Company does not have any direct associate Company or joint venture Company during the Financial Year 2021-22.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on the website of the Company at https://www.pvrcinemas. com/corporate.

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 determining ''Material'' Subsidiaries, which is also available on the Company''s website at https://www.pvrcinemas.com/corporate

21. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2021-22 in terms of Chapter V of the Companies Act, 2013.

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 2021-22, 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 2021-22, 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/corporate.

Your attention is also drawn to the Related Party Disclosures set out in the Financial Statements forming part of this Annual Report.

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;

(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/corporate.

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

26. Development and Implementation of Risk Management

Risk management is embedded in PVR''s operating framework.

The Company has duly approved a Risk Management Policy.

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.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

27. Disclosure on Vigil Mechanism

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/corporate.

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.

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. Statutory Auditors and their Report

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration No.301003E/E300005) as Statutory Auditors of the Company for a term of 5 years, in place of M/s B S R & Co. LLP, to hold office from the conclusion of 27^th Annual General Meeting until the conclusion of 32^nd Annual General Meeting. Consent cum certificate has been received from M/s S.R. Batliboi & Co., LLP to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.

A resolution seeking their appointment forms part of the Notice convening the 27^th Annual General Meeting and the same is recommended for your consideration and approval.

M/s. B S R & Co. LLP, Chartered Accountants, have submitted their report on the financial statements of the Company for the Financial Year 2021-22, which forms part of this Report.

They have issued an unmodified Audit opinion without any qualification, reservation or adverse remark.

30. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial Year 2021-22 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.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the report for the Financial Year 2021-22.

31. Compliance with Secretarial Standard

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.

32. 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/corporate.

33. Consolidated Financial Statements

34. 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.

Particulars	Nos.
Number of complaints pending at the beginning of the year	01
Number of complaints received during the year	12
Number of complaints disposed off during the year	13
Number of cases pending at the end of the year	NIL

35. 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.

36. Management Discussion and Analysis Report

37. 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 alongwith a certificate received from a Practicing Company Secretary and forms integral part of this Report. A certificate from Chairman cum 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 Report.

38. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016.

During the period under review, the Company has not made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

39. Acknowledgements

For and on behalf of the Board of Directors

of PVR Limited

Place: Gurugram Ajay Bijli

Date: May 09, 2022 Chairman cum Managing Director

Mar 31, 2019

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty-fourth Board Report on the business and operations of your Company along with standalone and consolidated financial statements for the year ended March 31, 2019.

1. Financial Summary and highlights

In Compliance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the financial year 2018-19. The Standalone and consolidated financial highlights of the Companyâs operations are as follows:

(Rs. in Lacs.)

Particulars	Standalone		Growth	Consolidation		Growth
Particulars	2018-19	2017-18	Growth	2018-19	2017-18	Growth
Revenue	2,77,684	2,27565	22%	3,11,870	2,36,545	32%
Expenses	2,50,444	2,08,508	20%	2,81,852	2,16,967	30%
Profit before tax	27,240	18,998	43%	29,903	19,446	54%
Profit after tax	17,275	12,142	42%	18,937	12,402	53%
Earning per share	36.73	25.86	42%	39.04	26.57	47%

The financial results have been discussed in detail in the Management discussion and Analysis report forming part of this report.

2. Dividend and Dividend Distribution Policy

Your Directors have recommended a Final dividend of Rs.2/- (Two Rupees) per Equity Share of face value Rs.10 each fully paid-up (20 % of face value) for the financial year ended March 31, 2019 for your approval. The Dividend outgo will amount to Rs.1,127 lakhs approx including Dividend Distribution Tax.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a formal policy on Dividend Distribution. The policy on dividend distribution is annexed as Annexure â1â to this report.

3. Transfer within Reserves

Your Company has transferred Rs.2,895 lakhs to the Debenture Redemption Reserve from Retained Earnings. Further, Company has utilised Rs.1,127 lakhs of retained earnings for payment of Dividend and Dividend Distribution tax. There is no change in General Reserve during the year.

4. Major events occurred during the year

Acquisition of SPI Cinemas Private Limited (âSPIâ):

The Board of Directors in its meeting held on August 12,

2018, approved the acquisition of SPI via Share Purchase Agreement (SPA) by way of acquisition of 71.69% equity shares in SPI for a cash consideration of Rs.63,560 lakhs (including Rs.10,000 lakhs of Deferred consideration) and for the balance 28.31% stake, through issue of 1,599,974 equity shares of the Company to SPI shareholders in the ratio of 1:

18.19 equity shares in the Company, pursuant to the proposed scheme of amalgamation (âSchemeâ). Consequent to above, on fulfilment of condition precedent in the said SPA, on August 17 2018, the Company completed the acquisition of 71.69% shareholding in SPI. As per the process, the proposed scheme has been approved by National Stock Exchange of India Limited & BSE Limited vide their letter dated January 21, 2019 and January 22, 2019 respectively. Subsequent to these approvals, the Company has filed an application with Honâble National Company Law Tribunal (âNCLTâ) for the proposed merger of SPI with the Company. As per order of the NCLT, Meeting of Equity Shareholders, secured and unsecured creditors of the Company and unsecured creditors of SPI were held on April 24, 2019 and approvals were obtained for the proposed merger of SPI with the Company. The Company has filed an application with NCLT for final order in the matter.

NCLT vide order dated May 8, 2019 has fixed July 10, 2019 as the next date of hearing of the Petition for the consideration of the approval of the Scheme of Amalgamation between the Petitioner Companies.

The acquisition of SPI is of significant strategic value for the Company and will further strengthen the Companyâs market leadership position in India. The acquisition will make the Company leader in the South Indian market and provide an attractive platform for us to expand in that geography, which currently is highly underpenetrated in terms of multiplexes. The Company expects to realise synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies.

SPI had following cinemas in its portfolio:

Sr. No.	Cinema	State	Screens
1	Palazzo, The Forum Vijaya Mall, Chennai	Tamil Nadu	9
2	Sathyam , Royapettah, Chennai	Tamil Nadu	6
3	Escape, Express Avenue Mall, Chennai	Tamil Nadu	8
4	The Cinema, Brookefields Mall, Coimbatore	Tamil Nadu	6
5	S2 Perambur, Spectrum Mall, Chennai	Tamil Nadu	5
6	S2 Theyagaraja, Thiruvanmiyur, Chennai	Tamil Nadu	2
7	Le Reve, Globus Mall, Bandra, Mumbai	Maharashtra	1

8	Casino, Chennai*	Tamil Nadu	1
9	Kripa, Mahathma Gandhi Road, Trivandrum	Kerala	2
10	S2 Warangal, Maddox Mall, Warrangal	Telangana	5
11	The Cinema, GT World Mall, Bengaluru	Karnataka	5
12	The Cinema, Providence Mall, Puducherry	Tamil Nadu	5
13	The Cinema, Guntur	Andhra Pradesh	5
14	S2 Mallapur, Noma Talkies, Hyderabad	Telangana	4
15	S2 Haseen, Bhiwandi	Maharashtra	4
16	Aura Cinema, Bengaluru**	Bengaluru	4
	Total		72

*Company has shut down operations of Casino, Chennai w.e.f. April 1, 2019; ** Aura Cinema, Bengaluru was under construction at the time of acquisition.

For further detail on the transaction please refer financial statements.

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

Pursuant to Regulation 34 of the listing Regulations, the stated information is adequately captured in Management discussion and Analysis report, forming part of this Annual Report.

6. Capital Structure

During the year, there was no change in the Companyâs authorised, issued, subscribed and paid-up equity share capital.

7. Details of Employee Stock options

At present, the Company has one Employee Stock Options Schemes (ESOS), namely, âPVR Employee Stock options schemes 2017â. The Nomination committee administers and monitors the Companyâs ESOS Scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (the ESOP Regulations), a disclosure with respect to ESOS Schemes of the Company as on March 31, 2019, is available on Companyâs website www.pvrcinemas.com. The scheme is in compliance with ESOP Regulations.

Refer financial statements forming part of this annual report for further details on Scheme.

8. Issue of Debentures

During the year, your Company raised 5,000 lakhs through issuance of Secured rated listed Non-Convertible Debentures (NCD) at face value of 10 lakhs each on private placement basis.

Refer financial statements forming part of this annual report for further details on Debentures.

9. Credit rating of Securities

As on March 31, 2019, the Company was rated by two domestic rating agencies, namely CRISIL and ICRA which is as follows.

Sr. No.	Name of Agency	Rating	Name of Instrument	Date of Rating	Amount (Rs. Cr)
1	ICRA	AA-/stable	Non-Convertible Debenture	8.3.2019	360.00
		AA-/stable	Bank Loan Facilities	8.3.2019	219.00
		A1	Commercial Paper	8.3.2019	200.00
2	CRISIL	AA-/stable	Non-Convertible Debenture	10.1.2019	685.00
		AA-/stable	Bank Loan Facilities (Including Working Capital Facilities)	10.1.2019	648.33

10. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs.6.35 lakhs during the year to the Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates. Further, the Company has transferred 397 shares to Investor Education and Protection Fund Authority established by the Central Government, in compliance with the Companies Act, 2013.

Any shareholder whose shares or unclaimed dividend has been transferred to the Fund, may claim the shares under provision to sub-section Section 124(6) or apply for refund under Section 125(3)(a) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Form IEPF- 5 online available on website www.iepf.gov.in along with fees.

11. Directors

On March 27, 2019 the Company has appointed Ms. Deepa Misra Harris as an Independent Women Director on the Board of the Company as per Regulation 17 of SEBI (Listing Obligations and Obligations Disclosure) Requirements, 2015. Ms. Deepa holds masterâs degree from LSR College, Delhi University and has been part of Impactâs 50 most influential women in marketing for three years and is on the Business Today list of most powerful business women for two years. Currently, she is Sales and marking head for Taj Hotels, Palaces, Resorts and Safaris. She has led a team of 600 professionals, fuelling robust sales performance, fine-tuning processes and managing worldwide reservations, revenue and distribution across all channels. She has a work experience of more than 30 years in high end luxury hospitality category.

Mr. Sanjay Khanna an Independent Director of the Company resigned from the Board and various committees of the Board, effective from April 15, 2019 due to his pre-occupancy and personal reasons.

Ms. Renuka Ramnath who retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Mr. Sanjai Vohra, Mr. Amit Burman and Mr. Vikram Bakshi who are Independent Directorâs and whose terms of appointments cease on the ensuing Annual General Meeting have been recommended by the Board for the reappointment for another term of 5 years from the date of the ensuing Annual General Meeting on July 25, 2019. There brief resume, the nature of expertise in specific functional areas, name of Companies in which they hold directorship, committee membership/ Chairmanships, his shareholding in the Company etc. are furnished in the explanatory statement to the notice of the ensuing AGM.

The Company has received necessary declaration from each Independent Directors of the Company under Section 149 (7) of the Companies Act, 2013 and LODR Regulations, confirming that they meet the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and that of LODR Regulations.

In addition to above, the Company has in place a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website.

12. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name of the Employee	Designation
Mr. Ajay Bijli	Chairman cum Managing Director
Mr. Pankaj Dhawan	Company Secretary cum compliance officer
Mr. Nitin Sood	Chief Financial Officer

There is no change in KMPâs during the year.

13. Meetings of the Board of Directors

During the Financial Year 2018-19, Board of Directors have met six times. The details of Board Meetings and Committee Meetings are given in the Corporate Governance Report.

14. Recommendations of Audit Committee

Audit Committee as on March 31, 2019 was comprised of the following independent directors:

- Mr. Sanjai Vohra;

- Mr. Amit Burman;

- Mr. Vikram Bakshi; and

- Mr. Sanjay Khanna.

All recommendations of Audit Committee were accepted by the Board of Directors.

15. Policy on Directors appointment and Remuneration

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is annexed as Annexure â2â, which forms part of this report.

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

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, 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 and various aspects of the functioning of the Board and its Committees such as adequacy of the Constitution and Composition of the Board and its Committees, are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, regulatory compliances and Corporate Governance, etc are reviewed. Similarly, for evaluation of Directorsâ performance, their profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the financial year under review the Independent Directors had met separately without the presence of any Non-Independent Directors and the members of management and discussed, inter alia, the performance of Non-Independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors.

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.

17. 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 â3â 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 up to the date of ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

18. Directorsâ Responsibility Statement

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

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit and loss of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared by them on a going concern basis;

(e) That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

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

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 Companyâs 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 interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference. During the year, 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 Companyâs internal financial controls were adequate and effective during financial year 2018-19.

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 frauds to the Audit committee or the Board of Directors under Section 143 (12) of the Companies Act, 2013, including rules made thereunder.

21. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2019, following are the list of subsidiaries of the Company:

Sr. No.	Name of the Company
1	SPI Cinemas Private Limited
2	PVR Pictures Limited
3	Zea Maize Private Limited
4	P V R Lanka Limited
5	SPI Entertainment Projects (Tirupati) Private Limited (Step down subsidiary of SPI Cinemas Private Limited)
6	PVR Middle East FZ-LLC

During the year, on August 17, 2018, your Company acquired 71.69% stake in SPI Cinemas Private Limited. Further, Company has incorporated PVR Middle East FZ-LLC in UAE region.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries is annexed as per Annexure â4â which forms part of this report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on its website at www.pvrcinemas.com.

The Company will make available physical copies of these documents upon request by any shareholder of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of Annual General Meeting.

22. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the year in terms of Chapter V of the Companies Act, 2013.

23. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies

Pursuant to Section 134(3)(g) of the Companies Act, 2013 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the Financial Year 2018-19 is annexed as Annexure â5â which forms part of this report.

24. 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 (Act), all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the year, were either in the ordinary course of business or on an armâs length basis.

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered âmaterialâ according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party Disclosures set out in the Financial Statements.

25. 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 â6A & 6Bâ which forms part of this report.

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

Pursuant to provisions of Section 134 of the 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 â7â which forms part of this report.

27. Development and Implementation of Risk Management

Risk management is embedded in PVRâs operating framework.

The Company believes that risk resilience is key to achieving higher growth. To this effect, there is process in place to identify key risk across the Company and prioritise 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 prioritisation 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.

Detailed discussion on Risk management forms part of Management Discussion & Analysis under the Section âRisks and Concernsâ, which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

28. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has Whistle Blower Investigation Committee which provides for adequate safeguards against victimisation of persons and also provides for direct access to the Chairman of the Audit Committee 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.

With effect from April 1, 2019 the Company has revised its

Whistle Bowler Policy as approved by its Board of Directors in the meeting held on May 10, 2019 in line with changes mandated by the SEBI.

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.

29. Material orders of Judicial Bodies/ Regulators

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

30. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed as statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the twenty-second Annual General meeting held on July 24, 2017 untill the conclusion of twenty-seventh Annual General meeting of the Company, subject to annual ratification by members at every Annual General meeting, is required under the Act.

Pursuant to Sections 139 and 141 of the Companies Act, 2013 and relevant rules prescribed there under, the Company has received certificate from the Auditors to the effect, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditor have also confirmed that they have subjected themselves to the peer review process of the Institute of Charted Accountants of India (ICAI) and holds a valid certificate issued by Peer Review Board of the ICAI.

M/s. B S R & Co. LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year 2018-19, which forms part of this Report. They have issued an unmodified Audit opinion without any qualification, reservation, adverse remark.

31. Secretarial Auditors and their Report

M/s. Arun Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2018-19 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 â8â to this report.

There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the Financial Year 2018-19 which call for any explanation from the Board of Directors.

32. Compliance with Secretarial Standard

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

33. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2019 in the prescribed Form No. MGT-9 is annexed as Annexure â9â and forms part of this report.

34. Consolidated Financial Statements

The Company has prepared consolidated financial statements in accordance with applicable accounting standards and Companies act provisions. The same are presented in addition to the standalone financial statement of the Company.

35. Prevention of Sexual Harassment Policy

The Company has in place a formal policy for prevention of sexual harassment of its women employees and also constituted an Internal Complaints Committee for them. The total number of complaints filed during the financial year 2018-19 was 21 and total numbers of complaints disposed were 21 and the total numbers of complaints pending during at the end of the financial year 2018-19 is Nil.

36. Business Responsibility Report

As stipulated under the listing regulations, the Business Responsibility Report, describing the initiatives taken by the Company from Environment, Social and governance perspective is presented in a separate Section, forming part of the Annual Report.

37. 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 integral part of this Annual Report.

38. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 revised from time to time.

A report on Corporate Governance along with a certificate received from a Practicing Company Secretary is attached and forms integral part of the Annual Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Companyâs Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached and forms part of this report.

39. Acknowledgements

The Directors express their deep sense of appreciation for the contribution made by the employees both at 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, 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 Agents for their continued co-operation and support and their confidence in its management.

For and on behalf of the Board of Directors

of PVR Limited

Place: Mumbai Ajay Bijli

Date: May 10, 2019 Chairman cum Managing Director

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 23^rd Annual Report on the business and operations of your Company and Audited Financial Statements for the year ended March 31, 2018 (âyear under review/FY 2017-18â).

1. Financial Highlights

Particulars			(Rs. in crores)
	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	2,246	2,002	2,334	2,119
Other Income	30	60	31	63
Total Revenue	2,276	2,062	2,365	2,182
Expenses	1,861	1,712	1,933	1,810
EBIDTA	415	350	432	372
Finance cost	83	80	84	81
Depreciation and amortisation	142	122	154	138
Net Profit before tax	190	148	194	153
Taxation	69	54	70	57
Net Profit after tax	121	94	124	96
Share of NCI	-	-	1	(0)
Other Comprehensive Income	(10)	(1)	(10)	(1)
Total Comprehensive Income	111	93	115	94
EPS
Basic	25.97	19.89	26.68	20.50
Diluted	25.86	19.89	26.57	20.50

Particulars			(Rs. in crores)
	Standalone		Consolidated
	31-Mar-18	31-Mar-17	31-Mar-18	31-Mar-17
Assets
Non-Current Assets
Property plant and equipments including CWIP	1,665	1,526	1,691	1,616
Investment in subsidiaries/Joint venture	32	73	2	-
Financial Assets	231	174	232	179
Deferred tax Assets (includes MAT credit entitlement)	16	43	16	43
Other Non-current assets	105	102	110	108
Total (A)	2,049	1,918	2,051	1,946
Current Assets
Inventories	19	17	20	19
Financial Assets	194	169	223	175
Other current assets	30	39	55	86
Total current assets (B)	243	225	298	280
Total Assets (A) (B)	2,292	2,143	2,349	2,226
Equity and liabilities
Equity (A)	1,056	953	1,075	965
Non-controlling Interest (B)	-	-	1	41
Non-current liability
Financial liabilities	562	605	561	605
Provisions	9	6	10	7
Deferred tax liabilities (includes MAT credit entitlement)	-	-	1	1
Total Non-current liability (C)	571	611	572	613
Current liability
Financial liabilities	575	507	593	524
Provisions	3	3	3	3
Other current liability	87	69	105	80
Total Current liability (D)	665	579	701	607
Total Equity and liability (A) (B) (C) (D)	2,292	2,143	2,349	2,226

2. Dividend

Your Directors have recommended a Final dividend of Rs.2/-(Rupees Two) per Equity Share for the financial year ended March 31, 2018 for your approval. The Dividend outgo will amount to Rs.9.4 crores plus Dividend Distribution Tax of Rs.1 .9 crore approximately.

3. Transfer to Reserve:

Your Company has transferred Rs.23.6 crores to the Debenture Redemption Reserve.

4. Financial Review:

During the year under review, your Company entertained 7.6 crores patrons in its cinemas, up by 1.20% as compared to the previous year. Revenue from operations has increased by 10% from Rs.2,062 crores to Rs.2,276 crores. Net Box office revenue has grown by 11% and Food and beverage revenue showed a growth of 10% in FY 201 7-18. Sponsorship Income showed a robust growth of 20% as compared to previous year. During the year, your Company added 49 screens, expanding the network to 625 screens spread over 134 properties in 51 cities across the country.

Kindly refer to Management Discussion & Analysis and Corporate Governance Reports which form part of this report for a detailed operation and business performance.

5. Future Outlook

We are optimistic regarding the box office prospects in FY 2018-19 on back of strong content pipeline and consumer demand. Our relentless pursuit of innovation, delivering the best movie viewing experience & growing circuit of high quality cinemas remain critical factors in our ability to generate positive operating results over the long-term.

6. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2018 the Company had three Subsidiary companies namely PVR Pictures Limited, PVR Lanka Limited and Zea Maize Private Limited.

During the year, the Company has sold out its subsidiary PVR bluO Entertainment Limited for a value of Rs.86 crores and received consideration against its 51% shareholdings.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries is attached as per Annexure â1â which forms part of this report.

I n terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on its website at www.pvrcinemas.com

7. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance along with a certificate received from a practicing Company Secretary is attached and forms part of the Annual Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Companyâs Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached and forms part of this report.

8. Directors

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 for re-appointment. Consequently, Mr. Sanjeev Kumar who retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Your Directors recommend his appointment at the ensuing Annual General Meeting.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as provided in the said Section 149(6).

9. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

- Mr. Ajay Bijli - Chairman cum Managing Director

- Mr. Pankaj Dhawan - Company Secretary cum Compliance Officer

- Mr. Nitin Sood - Chief Financial Officer

During the year, Mr. Pankaj Dhawan working as Senior V.P Secretarial was appointed and re-designated as Company Secretary cum Compliance Officer of the Company effective from 30^th May, 2017.

10. Policy on Directors appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure â2â, which forms part of this report.

11. Particulars of remuneration of Directors/ KMP/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 attached as Annexure â3â which forms part of this report.

I n 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 up to the date of ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

12. Employees Stock Option Plan

During the year, your Company introduced PVR Employees Stock Option Plan 2017 (âPVR ESOP 2017â). The Nomination and Remuneration Committee in the meetings held on 26^th July, 2017 and on 11^th August, 2017 have granted 2,40,000 options and 60,000 options respectively to the employees of the Company at a price of Rs.1,400/- per option in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âSEBI SBEB Regulationsâ).

The details of the PVR Employees Stock Options Plan, 2017 (PVR ESOP, 2017) are available on the website of the Company at www.pvrcinemas.com.

13. Meetings of the Board of Directors

During the FY 2017-18, seven Board Meetings were convened. The details of Board Meetings and Committee Meetings held are given in the Corporate Governance Report.

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

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, 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 of the Company, its Committees and Individual Directors, including Independent Directors.

During the financial year under review the Independent Directors had met separately without the presence of any NonIndependent Directors and the members of management and discussed, inter alia, the performance of Non-Independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors.

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.

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review, details of which are given in Corporate Governance Report.

15. Directorsâ Responsibility Statement

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

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b. That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

c. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared by them on a going concern basis;

e. That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

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

16. Statutory Auditors and their Report

There are no observations (including any qualification, reservation, adverse remark or disclaimer) by the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.

17. Secretarial Auditors and their Report

The Company has appointed M/s Arun Gupta & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit. The Report of the Secretarial Audit Report in MR-3 is annexed as Annexure â4â.

There are no qualifications or observations or other adverse remarks of the Secretarial Auditors in the Report issued by them for the FY 2017-18 which call for any explanation from the Board of Directors.

18. Consolidated Financial Statements

This Annual Report also includes Consolidated Financial Statements for the FY 2017-18.

During the period under review, Consolidated Turnover was Rs.2,365 crores as compared to Rs.2,182 crores in the previous year. Net Profit after Tax for the year is Rs.124 crores as compared to Rs.96 crores in the Previous Year.

The audited consolidated financial statements together with Auditorsâ Report forms part of the Annual Report.

19. Internal Financial Control System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedure adopted by the Company for ensuring the orderly and efficient Conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Companyâs Internal Financial Control System also comprises due compliances with Companyâs policies and Standard Operating Procedures (SOPs) audit and compliance by Companyâs Internal Auditor M/s Ernst and Young LLP! The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions. Independence of the audit and compliance is ensured by direct reporting by Internal Auditors to the Audit Committee of the Board.

20. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Companies Act, 2013 requires an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boardâs report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed as per prescribed procedures and is updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

- The Company follows a robust 2-Tier internal audit process:

- Tier I: Cinema audits are conducted on a regular basis throughout the year.

- Tier II: Transaction audits are conducted regularly, to ensure accuracy of financial reporting, safeguard and protection of all the assets.

- The audit reports for the above audits are compiled and submitted to Audit Committee for deliberations, review and necessary action.

- The Company uses Microsoft Navision Software for maintaining books of accounts and transactions are executed through prescribed procedures to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets at an integrated cross-functional level. The budgets are reviewed on a periodically basis so as to analyse the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

- The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly Review Meetings. They review their achievements in the Review Meetings.

- Compliance of secretarial functions is ensured by way of secretarial audit done by M/s Arun Gupta & Associates and Internal Audit done by the Internal Auditors -M/s Ernst & Young, LLP

21. Development and Implementation of Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013, at present the Company has not identified any element of risk which may threaten the existence of the Company.

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

23. 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

e) Environmental Sustainability

The annual report on CSR activities is furnished in Annexure â6A & 6Bâ which forms part of this report.

24. Business Responsibility Report

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is available at website of the Company and is also part of this Annual Report.

25. Change in Capital Structure and Listing of Shares

During the year under review, there is no change in the Capital Structure of the Company.

26. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2018 in the prescribed Form No. MGT-9 is attached as Annexure â7â and forms part of this report.

27. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies

Pursuant to Section 1 34(3)(g) of the Companies Act, 201 3 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the FY 2017-18 is attached as Annexure â8â which forms part of this report.

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

With reference to Section 1 34(3)(h) of the Companies Act, 2013 (Act), all contracts and arrangements with related parties under Section 1 88(1 ) of the Act, entered by the Company during the financial year, were either in the ordinary course of business or on an armâs length basis.

Your attention is drawn to the Related Party Disclosures set out in the Standalone and Consolidated Financial Statements.

29. Disclosure on Audit Committee

The Audit Committee as on 31^st March 2018 comprises of the following independent directors.

Mr. Sanjai Vohra (Chairman), Mr. Amit Burman, Mr. Vikram Bakshi, and Mr. Sanjay Khanna as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

30. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of strength, performance and passion and in line with our vision of being one of the most respected companies in India. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has Whistle Blower Investigation Committee which provides for adequate safeguards against victimisation of persons and also provide for direct access to the Chairman of the Audit Committee and also to the members of the Committee.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

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.

31. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the FY 2017-18 in terms of Chapter V of the Companies Act, 2013.

32. Code of Conduct

The Company has in place a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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.

33. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs.48,367/- to the Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

The Company has transferred 974 shares to Investor Education and Protection Fund Authority established by the Central Government, in compliance with the Companies Act, 2013. Any shareholder whose shares or unclaimed dividend has been transferred to the Fund, may claim the shares under provision to sub-section of Section 124(6) or apply for refund under Section 125(3)(a) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Form IEPF- 5 online available on website www.iepf.gov.in along with fees.

34. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a formal policy on dividend distribution. The policy on dividend distribution is attached as Annexure â9â which forms part of this report.

35. Prevention of Sexual Harassment Policy

The Company is committed to provide a protective environment at work place for all its women employees to ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal ) Act, 2013â. The Company has in place a formal policy for prevention of sexual harassment of its women employees. The total number of complaints filed during the FY 2017-18 were 21 and these were attended and closed during the Financial year itself. Thus there were Nil complaints pending at the end of FY 2017-18.

36. Compliances with Secretarial Standards

The Company has ensured the compliances of applicable provisions of Secretarial Standards issued by the âInstitute of Company Secretaries of Indiaâ.

37. Acknowledgements

Your Directors thank the various Central and State Government Departments, Organisations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and On behalf of the Board

For PVR Limited

Place: Gurugram

Date: July 25, 2018 Chairman cum Managing Director

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2017.

1. Financial Highlights

(Rs. in lakhs)

PARTICULARS	Financial Years
	2016-17	2015-16
Income from Operations	2,00,201	1,72,039
Other Income	6,018	6,117
Total	2,06,219	1,78,156
Less: Total Expenditure	1,71,269	1,45,762
Earnings before interest, tax and depreciation amortization (EBITDA)	34,950	32,394
Less: Finance Cost	7,997	8,336
Depreciation & Amortization Expenses	12,239	9,851
Profit before Tax	14,714	14,207
Total Tax expenses/ (Credit)	5,422	4,856
Net Profit after Tax	9,292	9,351
Other Comprehensive Income/(Loss) (Net of Tax)	(142)	20
Total Comprehensive Income for the year	9,150	9,371
Earnings per equity share
Basic (After Other Comprehensive Income)	19.58	20.74
Diluted (After Other Comprehensive Income)	19.58	20.72
Balance as per last financial statement	28,182	21,043
Profit available for appropriation	37,332	30,414
Less: Appropriations
Dividend on Equity Shares	(971)	(466)
Tax on Equity Dividend	(198)	(95)
Transfer to Debenture Redemption Reserve	(2,269)	(1,671)
Transfer from Debenture Redemption Reserve	50
Net Surplus in the Statement of Profit and Loss	33,944	28,182

2. Dividend

Your Directors have recommended a Final dividend of Rs. 2/- (Rupees Two) per Equity Share for the financial year ended March 31, 2017 for your approval. The Dividend outgo will amount to Rs. 935 lakhs (exclusive of Dividend Distribution Tax of Rs. 190 lakhs approximately).

3. Transfer to Reserve:

The Company has transferred Rs. 2,269 lakhs to the Debenture Redemption Reserve.

4. Financial Review:

During the year under review, Your Company entertained 75.2 million patrons in its cinemas, up by 8% as compared to the previous year, Net Box office revenues during the Financial Year 2016-17 has grown by 13%, Food and beverage showed a strong growth of 18%% in Financial Year 2016-17. This could be achieved due to our success of the various strategic initiatives taken by the company. Sponsorship Income showed a robust growth of 19% over same period last year. During the year, the company added 65 screens currently operate a network of 579 screens spread over 126 properties in 50 cities across the country. The company continues its aggressive expansion plan and intends to add approx 65-70 screens during the Financial Year 2017-18. During the Financial year ended March 31, 2017, the total income has increased from Rs. 1,781 crores during the preceding financial year to Rs. 2,062 crores in the year under review registering a growth of 15%.

Kindly refer to Management Discussion & Analysis and Corporate Governance Reports which forms part of this report for a detailed operation and business performance.

5. Future Outlook

We are optimistic regarding the box office prospects in Financial Year 17-18 on back of strong content pipeline and consumer demand. Our relentless pursuit of innovation, delivering the best movie viewing experience & growing circuit of high quality cinemas remain critical factors in our ability to generate positive operating results over the long term. We are the leading multiplex player in India and will surpass the 600 screens mark in current financial year.

6. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2017 the Company had three Subsidiary companies namely PVR Pictures Limited, PVR Bluo Entertainment Limited and Zea Maize Private Limited.

The Company has on August 9, 2016, incorporated PVR Lanka Limited for setting up of Multiplexes in Sri Lanka. The Company has invested USD 59,993 for subscription of 91,249 shares of LKR 100/- each of PVR Lanka Limited on May 18, 2016.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its subsidiary companies.

In terms of provisions under Section 136 of the Companies Act, 201 3, audited accounts of the subsidiary companies are placed on its website at www.pvrcinemas.com.

7. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance with a certificate from a practicing Company Secretary is enclosed and forms part of the Annual Report. A certificate from Chairman cum Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements, compliance with Companyâs Code of Conduct and adequacy of the internal control measures as enumerated and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed and forms part of this report.

8. Directors

The Board of Directors in the meeting held on May 30, 2017 appointed Mr. Vishal Mahadevia as an Additional Director on the Board of the Company

Mr. Sanjay Kapoor, an Independent Director resigned from the Company w.e.f September 9, 201 6. Mr. Vicha Poolvaraluk, another Director of the Company who could not attend any Board Meeting in last 12 months has ceased to be on the Board of the Company pursuant to provisions of Section 167(1)(b) of Companies Act, 2013.

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 for re-appointment. Consequently, Mr. Ajay Bijli who retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment in accordance with the provisions of the Companies Act, 2013.

Your Directors recommend his appointment at the ensuing Annual General Meeting.

9. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Ajay Bijli	â Chairman cum Managing Director
Mr. Naresh Chandra Gupta	â Company Secretary
Mr. Nitin Sood	â Chief Financial Officer

During the year, there was no change (appointment or cessation) in the office of any KMP.

10. Policy on Directors appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure â2â respectively, which forms part of this report.

11. Particulars of remuneration of Directors/ KMP/ 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 attached as Annexure â3â 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 ta the registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

12. Employees Stock Option Plan

During the year 34,650 Equity Shares under PVR Employees Stock Option Scheme 2012, and 17,000 Equity Shares under PVR Employees Stock Option Scheme 201 3 were allotted to the permanent employee(s) of the Company against same numbers of options exercised by them.

13. Meetings of the Board of Directors

During the Financial Year 2016-17, six Board Meetings were held. The details of Board Meetings and Committee Meetings held are given in the Corporate Governance Report.

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

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, 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 of the Company, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance and various aspects of the functioning of the Board and its Committees such as adequacy of the Constitution and Composition of the Board and its Committees, are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, Boardâs focus, regulatory compliances and Corporate Governance, etc are reviewed. Similarly, for evaluation of Directorsâ performance, his/her profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the financial year under review the Independent Directors had met separately without the presence of any Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and reviewed the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors.

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.

15. Directorsâ Responsibility Statement

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

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b. That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;

d. That the annual accounts have been prepared by them on a going concern basis;

e. That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

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

16. Statutory Auditors and their Report

Messrs S R BATLIBOI & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment.

Since Messrs S R BATLIBOI & Co. LLP, Chartered Accountants are not eligible for re-appointment as Statutory Auditors of the Company as per Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of Messrs B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the company for a term of 5 years, in place of Messrs S R BATLIBOI & Co. LLP to hold office from the conclusion of 22nd Annual General Meeting until the conclusion of 27th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. Consent cum certificate has been received from Messrs B S R & Co. LLP to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.

A resolution seeking their appointment forms part of the Notice convening the 22nd Annual General Meeting and the same is recommended for your consideration and approval.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report received by the Company, that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.

17. Secretarial Auditors and their Report

There are no qualifications or observations or other adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.

18. Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2016-17.

During the period under review, Consolidated Turnover grew by 14.04% to Rs. 2,18,168 lakhs as compared to Rs. 1,91,304 lakhs in the previous year. Net Profit after Tax for the year is Rs. 9,584 lakhs as compared to Rs. 9,862 lakhs in the Previous Year.

The audited consolidated financial statements together with Auditorsâ Report forms part of the Annual Report.

19. Internal Financial Control System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedure adopted by the company for ensuring the orderly and efficient Conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate Internal Financial Control System in place which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companyâs Internal Financial Control System also comprises due compliances with Companyâs policies and Standard Operating Procedures (SOPs) audit and compliance by Companyâs Internal Auditor M/s KPMG. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions. Independence of the audit and compliance is ensured by direct reporting by Internal Auditors to the Audit Committee of the Board.

20. Adequacy of Internal Financial Controls with reference to the Financial Statements

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed as per prescribed procedures and is updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

- The Company follows a robust 2-tier internal audit process:

- Tier-1: Cinema audits are conducted on a regular basis throughout the year.

- Tier-2: Transaction audits are conducted regularly, to ensure accuracy of financial reporting, safeguard and protection of all the assets.

- The audit reports for the above audits are compiled and submitted to Audit Committee for deliberations, review and necessary action.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets at an integrated cross-functional level. The budgets are reviewed on a periodically basis so as to analyze the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

- Compliance of secretarial functions is ensured by way of secretarial audit and audit by the Internal Auditors -M/s KPMG.

21. Development and Implementation of Risk Management

Pursuant to section 134(3)(n) of the Companies Act, 2013, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

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

23. 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

e) Environmental Sustainability

The annual report on CSR activities is furnished in Annexure â6A & 6Bâ which forms part of this report.

24. Business Responsibility Report

PVR is privileged to be among the top 500 listed companies in the country. This brings us within the ambit of Business Responsibility Report (BRR) as required by regulation 34 of the SEBI Listing Regulations, 2015. The Annual Report 2017 contains BRR.

25. Change in Capital Structure and Listing of Shares

The Companyâs shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Ltd (BSE), NSE effective from March 31, 2017, has admitted Companyâs shares for our trading in derivative segment.

During the year under review following shares were allotted and admitted for trading on NSE and BSE.

The Company allotted 34,650 Equity Shares under PVR Employees Stock Option Scheme 2012 and 17,000 Equity Shares under PVR Employees Stock Option Scheme 2013, to the permanent employee(s) of the Company against same numbers of options exercised by them.

The paid up equity share capital as on March 31, 2017 was Rs. 46,73,85,880. During the year under review, the Company issued 51,650 equity shares. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

26. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 201 3 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2017 in the prescribed Form No. MGT-9 is attached as Annexure â7â and forms part of this report.

27. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies

Pursuant to Section 1 34(3)(g) of the Companies Act, 2013 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the Financial Year 2016-17 is attached as Annexure â8â which forms part of this report.

28. 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 (Act), all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were either in the ordinary course of business and on an armâs length basis.

Your attention is drawn to the Related Party Disclosures set out in the Standalone Financial Statements.

29. Disclosure on Audit Committee

The Audit Committee as on March 31, 2016 comprises of the following independent directors.

Mr. Sanjai Vohra (Chairman), Mr. Amit Burman, Mr. Vikram Bakshi, Mr. Sanjay Kapoor and Mr. Sanjay Khanna as members.

Consequent upon resignation of Mr. Sanjay Kapoor, an Independent Director from the Company w.e.f September 9, 2016, the Audit Committee was reconstituted on September 20, 2016 by the Board of Directors of the Company having Mr. Sanjai Vohra (Chairman), Mr. Amit Burman, Mr. Vikram Bakshi, and Mr. Sanjay Khanna as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

30. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has Whistle Blower Investigation Committee which provide for adequate safeguards against victimization of persons and also provide for direct access to the Chairman of the Audit Committee and also to the members of the Committee.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

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. The Company has also framed a policy on âPrevention of Sexual Harassmentâ at the workplace.

31. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2016-17 in terms of Chapter V of the Companies Act, 2013.

32. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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. All Management Staff were given appropriate training in this regard.

33. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 1,01,431 /- to the Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

34. Merger

The Honâble Delhi High Court has approved the merger of Bijli Holdings Private Limited with the Company vide Order dated September 2, 2016 and merger of PVR Leisure Limited and Lettuce Entertain You Limited with the Company effective from April 1, 2015 vide Order dated October 19, 2016.

35. Dividend Distribution Policy

36. Prevention of Sexual Harassment Policy

The Company is committed to provide a protective environment at work place for all its women employees to ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013â. The Company has in place a formal policy for prevention of sexual harassment of its women employees. The total number of complaints filed during the Financial Year 2016-17 were 18 and total number of complaints disposed were 18 and the total numbers of complaints pending during at the end of the Financial Year 2016-17 is Nil.

37. Acknowledgements

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and On behalf of the Board

For PVR Limited

Place: New York Ajay Bijli

Date: May 30, 2017 Chairman cum Managing Director

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

Rs. in Crores

Financial Years

Particulars 2015-16 201-15

Income from Operations 1,739.63 1,383.98

Other Income 26.15 5.23

Total 1,765.78 1,389.21

Less: Total Expenditure 1,434.75 1,199.72

Earnings before interest, tax and depreciation amortization (EBITDA) 331.03 189.49

Less :Finance Cost 83.28 76.33

Depreciation & Amortization Expenses 108.58 99.54

Profit before Tax 139.17 13.62

Total Tax expenses/ (Credit) 25.03 -

Net Profit after Tax 114.14 13.62

Earnings per equity share

Basic 25.34 3.30

Diluted 25.32 3.30

Balance as per last financial statement 185.43 192.68

Profit available for appropriation 299.57 206.30

Appropriations

Proposed Dividend on Equity Shares 9.34 4.15

Tax on proposed Equity Dividend 1.90 0.85

Transfer to Debenture Redemption Reserve 16.71 6.47

Depreciation Adjustment - 9.36

Dividend Tax for Previous year 0.61 0.04

Net Surplus in the Statement of Profit and Loss 271.01 185.43

2. DIVIDEND

Your Directors have recommended a Final dividend of Rs. 2/- (Rupees Two) per Equity Share for the financial year ended March 31, 2016 for your approval. The Dividend outgo will amount to Rs. 9.34 Crores (exclusive of Dividend Distribution Tax of Rs. 1.90 Crores approximately).

3. TRANSFER TO RESERVE:

The Company has transferred Rs. 16.71 Crores to the Debenture Redemption Reserve.

4. FINANCIAL REVIEW:

During the year under review Your Company entertained 69.6 million patrons in its cinemas, up by 18% as compared to the previous year, owing to stellar box office performance in all the content streams i.e. Bollywood, Hollywood and Regional Content. Net Box office revenues during the Financial Year 2015-16 has grown by 23%, Food and beverage showed a strong growth of 34% over Financial Year 2015-16 on account of success of the various strategic initiatives taken by the company. Sponsorship Income showed a robust growth of 22% over same period last year. During the year, the company has opened 8 new properties with 52 screens and currently operates a network of 551 screens spread over 121 properties in 47 cities across the country. The company continues its aggressive expansion plan and intends to add approx 65-70 screens during the Financial Year 2016-17. During the Financial year ended March 31, 2016, the total income has increased from Rs. 1,389.21 Crores during the preceding financial year to Rs. 1,765.78 Crores in the year under review registering a growth of 27%.

On 31st May, 2016, Your Company has acquired cinema exhibition business of DLF Utilities Limited, which is operated under the brand name of "DT Cinemas", on a slump sale basis for an aggregate consideration of approximately Rs. 433 Crores (Rupees Four hundred and thirty three Crores). The acquired DT Cinemas (DT) currently operates 29 screens with approximately 7,000 seats across 7 properties in the National Capital Region and Chandigarh. In the current financial year, it is proposed to add 3 new screens in the National Capital Region under DT Cinemas.

Kindly refer to Management Discussion & Analysis and Corporate Governance Reports which forms part of this report for a detailed operation and business performance.

5. FUTURE OUTLOOK

On the back of strong financial year FY 2015-16, we expect the momentum in consumer sentiment to continue in Financial Year 2016-17. In the first quarter of FY 2016- 17 Box office revenues have been very strong, with movies like Jungle Book, Fan, House Full 3, and Sairat. Driven by strong box office performance during the first quarter in Financial Year 2016-17, your Board expect the momentum to continue in the forthcoming quarters on the back of strong content by movie pipeline. The content pipeline looks pretty promising and we expect another blockbuster Financial Year 2016-17. The acquisition of DT Cinemas has completed on 31st May, 201 6 and we expect to achieve synergy on the acquisition in the next 6-12 months. Our growing circuit of high quality cinemas and our companywide emphasis on customer service excellence remain critical factors in our ability to generate positive operating results over the long-term. We have maintained the position as the leading multiplex player in India and soon will pass the 600 screens mark in next few months.

6. REPORT ON THE PERFORMANCE & FINANCIAL POSITION OF SUBSIDIARIES

As on March 31, 2016 the Company had three Subsidiary companies namely PVR Pictures Limited, PVR Leisure Limited and Zea Maize Private Limited. PVR Leisure Ltd. has two subsidiary companies namely PVR Bluo Entertainment Limited and Lettuce Entertain You Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its subsidiary companies.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries is attached as per Annexure ''1'' which forms part of this report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on its website at www.pvrcinemas.com

The Company will make available physical copies of these documents upon request by any shareholder of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of Annual General Meeting.

7. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance with a certificate from a practicing Company Secretary is enclosed and forms part of the Annual Report. A certificate from Chairman cum 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed and forms part of this report.

8. DIRECTORS

Pursuant to Section 149 read with Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr. Sanjeev Kumar will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Your Directors recommend, his appointment at the ensuing Annual General Meeting.

Pursuant to Section 167(1)(b) of Companies Act, 2013, Mr. Vicha Poolvaraluk ceased to be the Director of the Company as he could not attend any meeting of the Board during the preceding twelve months.

Mr. Ravinder Singh Thakran and Mr. Narayan Ramachandran resigned from the Company w.e.f. July 24, 2015.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as provided in the said Section 149(6).

Ministry of Corporate Affairs has permitted waiver of recovery of excess remuneration of Rs. 2,35,63,972/- (Rupees Two Crore, Thirty-Five Lacs, Sixty Three Thousand, Nine Hundred and Seventy Two only) against total remuneration of Rs. 3,24,90,000/- paid to Mr. Ajay Bijli, Managing Director of the Company during the period from 01.04.2014 to 31.03.2015 vide letter dated 01.07.2016

Ministry of Corporate Affairs has also permitted waiver of recovery of excess remuneration of Rs. 1,35,73,972/- (Rupees One Crore, Thirty-Five Lacs, Seventy Three Thousand, Nine Hundred and Seventy Two only) against total remuneration of Rs. 2,25,00,000/- paid to Mr. Sanjeev Kumar, Joint Managing Director of the Company during the period from 01.04.2014 to 31.03.2015 vide letter dated 01.07.2016

9. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

- Mr. Ajay Bijli - Chairman cum Managing Director

- Mr. Naresh - Company Secretary Chandra Gupta

- Mr. Nitin Sood - Chief Financial Officer

During the year, there was no change (appointment or cessation) in the office of any KMP

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the requirements under Section 134(3)(e) and Section 1 78(3) of the Companies Act, 201 3, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure ''2'' respectively, which forms part of this report.

11. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with revised Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 is attached as Annexure ''3'' 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 up to the date of ensuing Annual general Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

12. EMPLOYEES STOCK OPTION PLAN

During the year 1,41,550 Equity Shares under PVR Employees Stock Option Scheme 2012, and 16,500 Equity Shares under PVR Employees Stock Option Scheme 2013 were allotted to the permanent employee(s) of the Company against same numbers of options exercised by them.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16, seven Board Meetings were held. The details of Board Meetings and Committee Meetings held are given in the Corporate Governance Report.

14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, 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 of the Company, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance and various aspects of the functioning of the Board and its Committees such as adequacy of the Constitution and Composition of the Board and its Committees, are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, Board''s focus, regulatory compliances and Corporate Governance, etc are reviewed. Similarly, for evaluation of Directors'' performance, his/her profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the financial year under review the Independent Directors had met separately without the presence of Non- Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors.

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.

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review, details of which are given in Corporate Governance Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 201 3 with respect to Directors'' Responsibility Statement, the Directors confirm:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b. That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for the year ended on that date;

c. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared by them on a going concern basis;

e. That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

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

16. STATUTORY AUDITORS AND THEIR REPORT

The re-appointment of company''s Statutory Auditors, M/s. S. R. Batliboi & Co., LLP, Chartered Accountants having firm''s Registration No.: 301003E, is subject to ratification by the members of the Company in the ensuing Annual General Meeting of the Company and the Statutory Auditors being eligible for re-appointment have confirmed their eligibility and consented under Section 1 41 of the Companies Act, 2013 and the Rules framed there under as for their re-appointment Statutory Auditors of the Company for the Financial Year 2016-17.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

17. SECRETARIAL AUDITORS AND THEIR REPORT

The Company has appointed M/s Arun Gupta & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit. The Report of the Secretarial Audit Report in MR-3 is annexed as Annexure ''4''.

There are no qualifications or observations or other adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2015-16 which call for any explanation from the Board of Directors.

18. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2015-16.

During the period under review, Consolidated Turnover grew by 27.66% to Rs. 1,89,709 Lacs as compared to Rs. 1,48,598 Lacs in the previous year. Net Profit after Tax for the year is Rs. 11,873 Lacs as compared to Rs. 1,276 Lacs in the Previous Year.

The audited consolidated financial statements together with Auditors'' Report forms part of the Annual Report.

19. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedure adopted by the company for ensuring the orderly and efficient Conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate Internal Financial Control System in place which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company''s Internal Financial Control System also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs) audit and compliance by Company''s Internal Auditor M/s KPMG. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions. Independence of the audit and compliance is ensured by direct reporting by Internal Auditors to the Audit Committee of the Board.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 requires an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed as per prescribed procedures and is updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

- The Company follows a robust 2-tier internal audit process:

- Tier-1 : Cinema audits are conducted on a regular basis throughout the year.

- Tier-2: Transaction audits are conducted regularly, to ensure accuracy of financial reporting, safeguard and protection of all the assets.

- The audit reports for the above audits are compiled and submitted to Audit Committee for deliberations, review and necessary action.

- The Company uses Microsoft Navision Software for maintaining books of accounts and transactions are executed through prescribed procedures to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets at an integrated cross-functional level. The budgets are reviewed on a periodically basis so as to analyze the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

- The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly Review Meetings. They review their achievements in the Review Meetings.

- Compliance of secretarial functions is ensured by way of secretarial audit and audit by the Internal Auditors - M/s KPMG.

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134 of the 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.

23. 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

e) Environmental Sustainability

The annual report on CSR activities is furnished in Annexure ''6A & 6B'' which forms part of this report. Apart from this the Company also releases a detailed Business Responsibility Report and be available on its website www.pvrcinemas.com

24. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Ltd (BSE).

During the year under review following shares were allotted and admitted for trading on NSE and BSE.

The Company allotted 1,41,550 Equity Shares under PVR Employees Stock Option Scheme 2012 and 16,500 Equity Shares under PVR Employees Stock Option Scheme 2013, to the permanent employee(s) of the Company against same numbers of options exercised by them.

The paid up equity share capital as on March 31, 2016 was Rs. 46,68,69,380. During the year under review, the Company issued 1,58,050 ESOS of Rs.10/- per equity shares. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. Further 50,00,000 Equity Shares were allotted on July 22, 2015 to three funds at a price of Rs. 700/- each share inclusive of share premium of Rs. 690/- each share.

After the close of the Financial Year, 34,650 Equity Shares were allotted under PVR Employees Stock Option Scheme 2012.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 31, 2016 in the prescribed Form No. MGT-9 is attached as Annexure ''7'' and forms part of this report.

26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES

Pursuant to Section 134(3)(g) of the Companies Act, 2013 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the Financial Year 2015-16 is attached as Annexure ''8'' which forms part of this report.

27. 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 (Act), all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were either in the ordinary course of business or on an arm''s length basis.

During the year, 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.

Your attention is drawn to the Related Party Disclosures set out in the Standalone Financial Statements.

28. DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2016 comprises of the following independent directors.

Mr. Sanjai Vohra (Chairman), Mr. Amit Burman, Mr. Vikram Bakshi, Mr. Sanjay Kapoor and Mr. Sanjay Khanna as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

29. DISCLOSURE ON VIGIL MECHANISM

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has Whistle Blower Investigation Committee which provide for adequate safeguards against victimization of persons and also provide for direct access to the Chairman of the Audit Committee and also to the members of the Committee.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

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. The Company has also framed a policy on "Prevention of Sexual Harassment" at the workplace.

There were two cases reported during the year under review under the said Policy and necessary action was taken by the committee in due course of time. The enthusiasm and unstinting efforts of employees have immensely supported the Company to maintain its leadership position in its industry. Your Company has under taken various steps to further improve its overall performance.

30. DISCLOSURE ON DEPOSIT UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

31. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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. All Management Staff were given appropriate training in this regard.

32. MERGER

The merger of PVR Leisure Limited and Lettuce Entertain You Limited with PVR Limited is pending for the approval by the Hon''ble High Court. Further the merger of the Bijli Holdings Private Limited with PVR is pending before the Hon''ble Delhi High Court and the matter has been fixed for hearing on August 4, 2016.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at work place for all its women employees to ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has in place a formal policy for prevention of sexual harassment of its women employees. The total number of complaints filed during the FY 2015-16 were 6 and total number of complaints disposed were 6 and the total numbers of complaints pending during at the end of the FY 2015-16 is Nil.

34. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and On behalf of the Board For PVR Limited

Place: Gurgaon Ajay Bijli

Date: July 29, 2016 Chairman cum Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2015.

1. Financial Highlights (Rs. in Crores)

Particulars Financial Years

2014-15 2013-14

Income from Operations 1,383.98 1,271.19

Other Income 5.23 5.72

Total 1,389.21 1,276.91

Less: Total Expenditure 1,199.72 1,062.47

Earnings before interest, tax and 189.49 214.44 depreciation amortization (EBITDA)

Less :Finance Cost 76.33 76.88

Depreciation & Amortization Expenses 99.54 78.79

Profit before Tax 13.62 58.77

Total Tax expanses/ (Credit) - 0.90

Net Profit after Tax 13.62 57.87

Earnings per equity share

Basic 3.30 14.16

Diluted 3.30 14.13

Balance as per last financial statement 192.68 89.86

Transferred from subsidiary companies - 63.89 pursuant to the Scheme of Amalgamation

Profit available for appropriation 206.30 211.62

Appropriations

Proposed Dividend on Equity Shares 4.15 10.28

Tax on proposed Equity Dividend 0.85 1.78

Transfer to Debenture Redemption Reserve 6.47 1.09

Transfer to General Reserve on Dividend - 5.79 declared

Adjustment of depreciation 9.36 -

Dividend Tax for previous year 0.04 -

Net Surplus in the Statement of 185.43 192.68 Profit and Loss

PVR Limited

2. Dividend

Your Directors have recommended a Final dividend of Re. 1.00 (Rupee One) per Equity Share for the financial year ended March 31, 2015 for your approval. The Dividend outgo will amount to Rs. 4.15 Crores (exclusive of Dividend Distribution Tax of Rs. 0.85 Crores).

3. Transfer to Reserve:

The Company has transferred Rs. 6.47 Crores to the Debenture Redemption Reserve.

4. Financial Review:

During the year under review Your Company entertained 59.2 million patrons in its cinemas, down by 1% as compared to the previous year, owing to disappointing box office performance of the movie content released during the year. The adverse impact of poor content quality to an extent was mitigated by improvement in non-box office revenues. Food and beverage revenues during the Financial Year 2014-15 showed a strong growth of 17% over Financial Year 2013- 14 on account of success of the various strategic initiatives taken by the company. Sponsorship Income showed a robust growth of 18% over same period last year. During the year, the company has opened 9 new properties with 50 screens and currently operates a network of 474 screens spread over 106 properties in 43 cities across the country. The company continues its aggressive expansion plan and intends to add approx 60-70 screens during the Financial Year 2015-16.

During the Financial year ended March 31,2015, the total income has increased from Rs. 1276.91 Crores during the preceding financial year to Rs. 1,389.21 Crores in the year under review registering a growth of 8.79%.

On 9th June, 2015, Your Company has entered into definitive agreements to acquire the cinema exhibition business of DLF Utilities Limited, which is operated under the brand name of "DT Cinemas", on a slump sale basis for an aggregate consideration of approximately Rs. 500 (Five hundred) Crores. DT Cinemas (DT) currently operates 29 screens with approximately 6,000 seats across 8 properties in the National Capital Region and Chandigarh. In the next 12 months, DT proposes to add 10 new screens at its two properties in the National Capital Region. The proposed transaction will be subject to approval of applicable statutory and regulatory approvals and satisfaction of customary conditions precedent.

In order to partly fund, the cost of acquisition of "DT Cinemas" your Company has raised funds to the tune of Rs. 350 Crores by issue of 50,00,000 equity share of face value of Rs. 10/- each at a premium of Rs. 690/- each share, allotted on 22nd July, 2015 to the following funds:

NAME NO. OF AMOUNT SHARES

Plenty CI Fund I Ltd. 4,33,143 30,32,00,100

Multiples Private 4,47,095 31,29,66,500 Equity Fund II LLP

Plenty Private Equity 41,19,762 2,88,38,33,400 Fund I Limited

TOTAL 50,00,000 3,50,00,00,000

Kindly refer to Management Discussion & Analysis and Corporate Governance Reports which forms part of this report for a detailed operation and business performance.

5. Future Outlook

While performance stood tepid in quarter four of Financial Year 2014-15, however consumer sentiment came back in first quarter of Financial Year 2015-16. Box office revenues have been very strong, with movies like Bajrangi Bhaijaan, a Salman Khan starrer, Bahubali & Drishyam.

Driven by strong box office performance during the first quarter in Financial Year 2015-16, your directors expect the momentum to continue in the forthcoming quarters on the back of strong content by movie pipeline. The content pipeline looks pretty promising and we expect a blockbuster Financial Year 2015-16. Our growing circuit of high quality cinemas and our company- wide emphasis on customer service excellence remain critical factors in our ability to generate positive operating results over the long-term. We have maintained the position as the leading multiplex player in India and soon will pass the 500 screens mark in next few months.

6. Report on the Performance & Financial Position of Subsidiaries

As on March 31, 2015 the Company had two Wholly-Owned Subsidiary companies namely PVR Pictures Limited and PVR Leisure Limited. PVR Leisure Ltd. has two subsidiary companies namely PVR Bluo Entertainment Limited and Lettuce Entertain You Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its subsidiary companies.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 report on performance and financial position of subsidiaries is attached as per Annexure '1' which forms part of this report.

In terms of provisions under Section 136 of the Companies Act, 2013, audited accounts of the subsidiary companies are placed on its website at www.pvrcinemas.com

The Company will make available physical copies of these documents upon request by any shareholder of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of Annual General Meeting.

7. 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 Clause 49 of the Listing Agreement.

A report on Corporate Governance with a certificate from a practicing Company Secretary is enclosed and forms part of the Annual Report. A certificate from Chairman cum 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 Clause 49 of the listing agreement is enclosed and forms part of this report.

8. Directors

Pursuant to Section 149 read with Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting. Consequently, Mr. Vicha Poolvaraluk and Ms. Renuka Ramnath will 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.

Your Directors recommend, their appointment at the ensuing Annual General Meeting.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 201 3, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as provided in the said Section 149(6).

9. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

* Mr. Ajay Bijli Chairman cum Managing Director

* Mr. Naresh Chandra Gupta Company Secretary

* Mr. Nitin Sood Chief Financial Officer

During the year, there was no change (appointment or cessation) in the office of any KMP.

10. Policy on Directors appointment and Remuneration Policy

Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure '2' respectively, which forms part of this report.

1 1. Particulars of remuneration of Directors/ KMP/ 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 attached as Annexure "3' which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration as per the limits set out in the said rules is attached as Annexure '4' which forms part of this report.

12. Employees Stock Option Plan

During the year 1,91,668 Equity Shares under PVR Employees Stock Option Scheme 2011, 2,14,500 Equity Shares under PVR Employees Stock Option Scheme 2012 and 16,500 Equity Shares under PVR Employees Stock Option Scheme 2013, were allotted to the permanent employees of the Company against same numbers of options exercised by them.

13. Meetings of the Board of Directors

During the Financial Year 2014-15, six Board Meetings were held. The details of Board Meetings and Committee Meetings held are given in the Corporate Governance Report.

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

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, 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 of the Company, its Committees and Individual Directors, including Independent Directors.

In order to evaluate the performance and various aspects of the functioning of the Board and its Committees such as adequacy of the Constitution and Composition of the Board and its Committees, are assessed, matters addressed in the Board and Committee Meetings, processes followed at the meetings, Board's focus, regulatory compliances and Corporate Governance, etc are reviewed. Similarly, for evaluation of Directors' performance, his/her profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances and governance are evaluated.

During the financial year under review the Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter- alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

In compliance with the Companies Act, 2013 and clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review, details of which are given in Corporate Governance Report.

15. 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 have been followed and no material departures have been made from the same;

b. That such accounting policies have been selected by them and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 3 1, 2015 and of the profit and loss of the Company for the year ended on that date;

c. That proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared by them on a going concern basis;

e. That they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

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

16. Statutory Auditors and their Report

The Company's Auditors, M/s. S. R. Batliboi & Co., LLP, Chartered Accountants having firm's Registration No.: 301003E will retire at the ensuing Annual General Meeting of the Company and being eligible for reappointment, have confirmed their eligibility and consented for re-appointment under Section 141 of the Companies Act, 2013 and the Rules framed there under as Statutory Auditors of the Company for the Financial Year 2015-16. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self- explanatory.

17. Secretarial Auditors and their Report

The Company has appointed M/s Arun Gupta & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit. The Report of the Secretarial Audit Report in MR-3 is annexed as Annexure '5'.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014- 15 which call for any explanation from the Board of Directors.

18. Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 2I on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2014-15.

During the period under review Consolidated Turnover grew by 9.36% to Rs. 1485.98 Crores as compared to Rs. 1358.83 Crores in the previous year. Net Profit after Tax for the year at Rs. 11.64 Crores is lower by Rs. 38.75 Crores as compared to Rs. 50.39 Crores in the Previous Year.

The audited consolidated financial statements together with Auditors' Report forms part of the Annual Report.

19. Internal Financial Control System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedure adopted by the company for ensuring the orderly and efficient Conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate Internal Financial Control System in place which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's Internal Financial Control System also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) audit and compliance by Company's Internal Auditor M/s KPMG. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions. Independence of the audit and compliance is ensured by direct reporting by Internal Auditors to the Audit Committee of the Board.

20. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Companies Act, 2013 requires an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

* All operations are executed as per prescribed procedures and is updated and validated periodically.

* All legal and statutory compliances are ensured on a monthly basis. Non- compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

* The Company follows a robust 2-tier internal audit process:

* Tier-1 : Cinema audits are conducted on a regular basis throughout the year.

* Tier-2 : Transaction audits are conducted regularly, to ensure accuracy of financial reporting, safeguard and protection of all the assets.

* The audit reports for the above audits are compiled and submitted to Audit Committee for deliberations, review and necessary action.

* The Company uses Microsoft Navision Software for maintaining books of accounts and transactions are executed through prescribed procedures to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

* The Company has a comprehensive risk management framework.

* The Company has a robust mechanism of building budgets at an integrated cross-functional level. The budgets are reviewed on a periodically basis so as to analyze the performance and take corrective action, wherever required.

* The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

* The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly Review Meetings. They review their achievements in the Review Meetings.

* Compliance of secretarial functions is ensured by way of secretarial audit and audit by the Internal Auditors - M/s KPMG.

21. Development and Implementation of Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

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

Pursuant to provisions of Section 1 34 of the 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 '6' which forms part of this report.

23. 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

e) Environmental Sustainability

The annual report on CSR activities is furnished in Annexure '7' which forms part of this report. Apart from this the Company also releases a detailed Business Responsibility Report and be available on its website www.pvrcinemas.com

24. Change in Capital Structure and Listing of Shares

The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and BSE - Ltd (BSE).

During the year under review following shares were allotted and admitted for trading on NSE and BSE.

The Company allotted 1,91,668 Equity Shares under PVR Employees Stock Option Scheme 2011, 2,14,500 Equity Shares under PVR Employees Stock Option Scheme 2012 and 16,500 Equity Shares under PVR Employees Stock Option Scheme 2013, to the permanent employees of the Company against same numbers of options exercised by them.

The paid up equity share capital as on March 31, 2015 was Rs. 41,52,88,880. During the year under review, the Company issued 4,22,668 ESOP of Rs.10/- per equity shares. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. After the close of the Financial Year, 19,800 Equity Shares were allotted under PVR Employees Stock Option Scheme 2012. Further 50,00,000 Equity Shares were allotted on 22nd July, 2015 to three funds at a price of Rs. 700/- each share inclusive of share premium of Rs. 690/- each share details of which has already been provided in this report.

25. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on March 3 1, 2015 in the prescribed Form No. MGT-9 is attached as Annexure '8' and forms part of this report.

26. Particulars of Loans, Guarantee or Investment under Section 186 of the Companies

Pursuant to Section 134(3) (g) of the Companies Act, 20 13 (Act) a statement containing of loans, guarantee or investment under Section 186 of the Act as at end of the Financial Year 2014-15 is attached as Annexure '9' which forms part of this report.

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

With reference to Section 1 34 (3) (h) of the Companies Act, 2013 (Act), all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were either in the ordinary course of business or an arm's length basis.

During the year, 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.

Your attention is drawn to the Related Party Disclosures set out in Note no. 43 of the Standalone Financial Statements.

28. Disclosure on Audit Committee

The Audit Committee as on 31st March 2015 comprises of the following independent directors.

Mr. Sanjai Vohra (Chairman), Mr. Amit Burman, Mr. Vikram Bakshi, Mr. Sanjay Kapoor and Mr. Sanjay Khanna as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

29. Disclosure on Vigil Mechanism

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has Whistle Blower Investigation Committee which provide for adequate safeguards against victimization of persons and also provide for direct access to the Chairman of the Audit Committee and also to the members of the Committee.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

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. The Company has also framed a policy on "Prevention of Sexual Harassment" at the workplace.

There were two cases reported during the year under review under the POSH Policy and necessary action was taken by the committee in due course of time. The enthusiasm and unstinting efforts of employees have immensely supported the Company to maintain its leadership position in its industry. Your Company has under taken various steps to further improve its overall performance.

30. Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013.

31. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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. All Management Staff were given appropriate training in this regard.

32. Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 96,632 to the Investor Education and Protection Fund established by the Central Government, in compliance with the Companies Act 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividends.

33. Acquisition of entire share capital held by L Capital Eco Limited in PVR Leisure Limited

On 5th March, 2015 the Company executed Shares Investment Agreement with L Capital Eco Limited to acquire from them 8,60,000 equity shares and 5,86,667 Compulsory Convertible Preference Shares of PVR Leisure Limited at a consolidated amount of Rs. 37 Crores.

34. Amalgamation of PVR Leisure Limited and Lettuce Entertain You Limited

The Directors of your Company in order to optimize group legal entity structure and to ensure greater alignment with the business and to achieve operational synergies, have approved merger of PVR Leisure Limited (a Wholly-Owned Subsidiary of the Company) and Lettuce Entertain You Limited (a Wholly-Owned Subsidiary of PVR Leisure Ltd.) Transferor Companies with PVR Limited, Transferee Company w.e.f the appointed date 1st April, 2015 subject to the approvals to be obtained from members, creditors and Hon'ble Delhi High Court besides other regulatory authorities.

35. Acquisitions of Equity Share Capital of Zea Maize (P) Ltd.

On 25th March, 2015, the Company has executed Shareholders Agreement for the acquisition of 70% equity share capital of Zea Maize (P) Ltd., which runs the Delhi based popcorn 'Chain 4700 BC Popcorn' for a consideration of about Rs. 5 crores to serve its gourmet popcorn to around 35 PVR Cinemas & later its services will be extended to Company's other Cinemas in Tier 1 cities.

36. Acknowledgements

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co- operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Place: Gurgaon Ajay Bijli Date: 22nd July, 2015 Chairman cum Managing Director

Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2013.

Financial Highlights

(Rs. In Crores)

2012-13 2011-12

Income from Operations 669.37 476.04

Other Income 5.03 9.97

Total Income 674.40 486.01

Less:Total Expenditure 561.80 402.20

Earnings before depreciation/ amortization interest and tax (EBDITA) 112.60 83.81

Less : Finance Cost 25.45 17.96

Depreciation & Amortization Expenses 42.95 31.36

Profit before Tax 44.20 34.49

Total Tax expenses/(Credit) (10.65) 6.38

Net Profit after Tax 54.85 28.11

Earnings per equity share

Basic 18.42 10.50

Diluted 18.40 10.46

Balance as per last financial statement 40.47 33.95

Profit available for appropriation 95.32 62.06

Appropriations

Proposed dividend on Equity Shares 3.97 15.44

Tax on proposed equity Dividend 0.64 2.49

Transfer to Debenture Redemption Reserve 0.85 0.85

Transfer to General Reserve on Dividend declared - 2.81

Net surplus in the statement of Profit and Loss 89.86 40.47

Financial Review:

During the Financial year ended March 31, 2013, your Company has achieved new heights in terms of income and profitability. The total income has increased from Rs. 486 Crores, during the preceding financial year to Rs. 674 Crores in the year under review registering a growth of 38.68%. Operating Profit before interest, depreciation and tax increased to Rs. 112.60 Crores as against Rs. 83.81 Crores during the previous year.

Consistency across operations and ongoing expansion through organic and inorganic means has improved PVR''s position as the market leader in Film exhibition.

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this report for a detailed financial review.

Dividend

Your Directors have recommended a Final dividend of Re. 1/- (Rupee One) per Equity Share for the financial year ended March 31, 2013 for your approval. The proposed dividend outgo will amount to Rs. 3.97 Crores (exclusive of Dividend Distribution Tax of Rs. 0.64 Crores).

Operation Review

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this report.

Subsidiaries

As on March 31, 2013 the Company had three subsidiary companies namely PVR Pictures Limited (PVR Pictures) and Cine Hospitality Private Limited (CHPL), the wholly owned subsidiaries and PVR Leisure Limited, a Joint Venture Company in which your Company holds 53.68% in the equity share capital.

Cine Hospitality Private Limited

During the year under review, your Company (person acting in concert) through Cine Hospitality Private Limited a wholly Owned Subsidiary of your company (the Acquirer), acquired the entire stake of 69.27% of the paid-up Equity share Capital in Cinemax India Limited ("Cinemax'') from Kanakia''s family its erstwhile promoters, consisting of 19,394,816 Equity Shares. Subsequently, Cine Hospitality Private Limited (CHPL) in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 made an open offer and acquired 66,97,189 Equity Shares representing 23.92% of the Paid-up Equity Share Capital of Cinemax from the Public Shareholders of Cinemax. Pursuant to the aforesaid acquisitions of shares @ Rs. 203.65 each share of Cinemax, your Company through CHPL now holds 93.19% paid up equity share capital of Cinemax. Consequent upon acquisition of Cinemax with 135 screens the combined numbers of screens have now increased to 383 screens at 90 locations.

Composite Scheme of Amalgamation

Cinemax India Limited and its subsidiaries (except Growel Entertainment Limited) are engaged into film exhibition business. The Audit Committee in the meeting held on 15th June 2013 recommended to the Board of Company as per Joint valuers'' Report & fairness opinion Report and the Composite Scheme of Amalgamation, for the merger (to be effective from 1st April 2013 the appointed date), of Cine Hospitality Private Limited ("CHPL"), a wholly owned subsidiary of the Company (being Special purpose vehicle) and Cinemax India Limited along with its 5 (five) subsidiaries namely Cinemax Motion Pictures Limited, Vista Entertainment Limited, Odean Shrine Multiplex Limited, Growel Entertainment Limited and Nikmo Entertainment Limited with PVR Limited.

The Board of Directors based on the recommendations of the Audit Committee, Joint Valuer''s Report dated 14th June 2013 received from M/s Hari bhakti & Co. and M/s SSPA & Co., the Independent Chartered Accountants, and in accordance with the Fairness Opinion Report dated 15th June 2013 of M/s Axis Capital Limited, a Category I Merchant Banker, approved the issue of 4 (Four) fully paid up equity shares of the face value of Rs. 10/- each in the share capital of PVR Ltd for every 7 (Seven) fully paid up equity share(s) of the face value of Rs. 5/- (Rupees Five) each of Cinemax India Limited to its members (holding shares in Cinemax on the record date to be fixed in due course), subject to the approval by the shareholders, creditors of the respective companies and Hon''ble High Court of Delhi. The proposed consolidation is expected to result into better synergies, smooth the business processes besides the combined resources can be put to the best advantages of all the stakeholders.

The company has filed applications under Clause 24 (f) of the Listing Agreement on 25th July 2013 with National Stock Exchange of India Limited and BSE Limited for their no- objection in respect of proposed Composite Scheme of Amalgamation.

PVR Leisure Limited

The Company was incorporated on 13.07.2012 as a Joint Venture Company by PVR Limited and L Capital Eco Limited, a Mauritius based Company, as Joint Venture partners, for the purpose of making downstream investment in Indian Companies. During the year under review your Company transferred its entire 51% shareholding in PVR BluO Enteratainment Limited and 100% shareholding in Lettuce Entertain You Limited to PVR Leisure Limited.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2012-13.

Particulars under Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs, Government of India has granted a general exemption from attaching the audited accounts of the subsidiaries in the Consolidated Accounts of the Company vide General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India.

Accordingly, your Company has provided consolidated accounts for financial year 2012-13 without detailed audited accounts of its subsidiaries.

Corporate Governance

The Company is committed to uphold the highest standards of corporate governance. Your Company strongly believes that the business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the mandatory provisions of Clause 49 of the Listing Agreement.

A report on Corporate Governance, along with a Certificate from a Practicing Company Secretary is enclosed and forms part of the Annual Report. A Certificate from Chairman cum Managing Director and Chief Financial Officer of the company, confirming the correctness of the financial statements, adequacy of the internal control measures as enumerated in Clause 49 of the Listing Agreement is also enclosed.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming an integral part of this Annual Report.

Directors

Mr. Ravi Kumar Sinha and Mr. Sumit Chandwani, Directors of the Company resigned from the Board with effective from 05th December 2012 and 29th January 2013 respectively. The Board places on records, its deep appreciation of the valuable contribution made by Mr. Sinha and Mr. Chandwani during the tenure of their Directorships.

Mr. Ravinder Singh Thakran, Ms. Renuka Ramnath and Mr. Amit Burman were co-opted as Additional Directors on the Board of the Company effective from 08th October 2012, 30th January 2013 and 29th March 2013 respectively. Members of the Company under Section 257 of the Companies Act, 1956 have proposed the candidature of Mr. Ravinder Singh Thakran, Ms. Renuka Ramnath and Mr. Amit Burman for their Directorships. The Board recommends their appointments.

Mr. Vicha Poolvaraluk, a director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. The Board recommends his reappointment. A brief resume of the Mr. Vicha Poolvaraluk seeking reappointment along with other details, is given as Annexure II to Director''s Report.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, I956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts for the Financial Year ended 31st March, 2013 on a going concern basis.

Employee Stock Option Scheme: "PVR ESOS 2012"

Your Company had obtained Members'' approval through Postal Ballot on 13th September 2012 for the implementation of PVR Employees Stock Option Scheme 2012 ("PVR ESOS 2012").

During the financial year under review the Compensation Committee in the meeting held on 14th January 2013 granted 5,50,000 Options to the employees of the Company at a price of Rs. 200/- per option in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines, I999 (''the SEBI Guidelines'').

The Disclosure as required under Clause 12.1 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, I999, as amended is set out in Annexure ''III'' to the Directors Report.

A certificate from the Statutory Auditors as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ( Guidelines) confirming that "PVR ESOS 2012" has been implemented in accordance with the Guidelines, shall be placed before the shareholders at the ensuing Annual General Meeting.

Deferred Tax

The Company is entitled to exemption from payment of entertainment tax in respect of some of its multiplexes, in accordance with the scheme of the respective State Governments. The Company''s contention that Entertainment tax is a capital receipt and the Company''s appeal for not setting off such capital receipt from the value of fixed assets was rejected by Assessing Officer and Commissioner of Income Tax (Appeals) for Assessment Years 2006-07 onwards. The Company had filed appeal against the order of CIT (Appeals) before the Income Tax Appellate Tribunal (ITAT), Delhi in respect of the assessment year 2006-07 and 2007-08. The Income Tax Appellate Tribunal, Delhi for Assessment Year 2006-07 has accepted Company''s contention of treating Entertainment Tax as a capital receipt and for not setting off such capital receipt from block of fixed assets. Based on the above order and order pronounced by Honourable High Court of Gujrat and Mumbai in the similar matters during the year and also basis the tax opinion obtained, the Company has reversed deferred tax liabilities of Rs. 307,531,453 upto March 31, 2012 in the current year. However, the overall deferred tax credit is reduced by Rs. 178,180,078 during the current year on account of principles of virtual certainty.

Auditors'' Report

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Co., LLP, Chartered Accountants having firm''s Registration No.: 30I003E hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re- appointment and have confirmed that their reappointment if made, shall be within the limits of Section 224(IB) of the Companies Act, 1956. The Board recommends the reappointment of M/s S. R. Batliboi & Co., LLP, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2013-14.

The Auditor''s observations and the relevant notes on the accounts are self-explanatory hence do not call for further comments.

Change in Capital Structure and Listing of Equity Shares

The Company''s equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year under review, the Company allotted 6,93,878 equity shares to Mr. Ajay Bijli, the promoter of the Company, 3,26,531 equity shares to Mr. Sanjeev Kumar, a resident Individual, 62,44,898 equity shares to L Capital Eco Limited and 46,49,326 equity shares to Multiples Private Equity Fund I Limited, both Mauritius based Companies besides I5,95,572 equity shares to Multiples Private Equity Fund, a SEBI registered Venture Capital Fund, on preferential Issue basis in accordance with chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Further, during the period under review the Company allotted 1,56,130 Equity Shares under PVR ESOS, 2008 and 1,31,329 equity shares under PVR ESOS 2011 Schemes, to the permanent employees of the Company against same numbers of options exercised by the employees pursuant to the aforesaid Employees Stock Option Schemes of the company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of Conservation of Energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 2I7(I)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, is given as Annexure - I hereto and forms part of this report.

Particulars of Employees

The information as required in accordance with Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure ''II'' to the Directors'' Report. However, as per the provisions of Section 219 (I) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information.

Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Acknowledgement

Your Directors place on record their gratitude to the shareholders, customers/patrons, suppliers, collaborators, bankers, financial institutions and all other business associates and Central Government and State Government for the incessant support provided by them to the company and their confidence in its management.

Your Directors also place on records their deep appreciation of the contribution made by the employees at all levels.

For and on behalf of the Board

Place: Gurgaon, Haryana Ajay Bijli

Date: 30th July, 2013 Chairman cum Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2012.

Financial Highlights

(Rs. In Crores)

2011-12 2010-11

Income from Operations 467.47 350.74

Other Income 11.27 10.32

Total Income 478.74 361.06

Less: Expenditure 397.62 298.10

Earnings before depreciation/ amortization interest and tax (EBDITA) 81.12 62.96

Add : Exceptional Items 2.69 -

EBDITA (Inclusive of Exceptional Items) 83.81 62.96

Less : Depreciation & Amortization Expenses 31.36 24.11

Finance Cost 17.96 15.96

Profit before Tax 34.49 22.89

Provision for Tax Credit/ (Expense) (net) (6.38) (6.55)

Net Profit after Tax 28.11 16.34

Balance brought forward from previous year 33.95 22.20

Profit available for appropriation 62.06 38.54

Appropriations

Transfer to Capital Redemption Reserve 1.39 -

Dividend on:

Equity Shares 15.44 2.86

Tax on Dividend 2.49 0.46

Transfer to Debenture Redemption Reserve 0.85 0.85

Transfer to general Reserve on Dividend declared 2.81 0.41

Balance Carried to Balance Sheet 40.47 33.95

Financial Review:

During the Financial year ended March 31, 2012, your Company has achieved new heights in terms of income and profitability. The total income increased from Rs. 361.06 Crores, during the preceeding year to Rs. 478.74 Crores in the year under review registering a growth of 32.57%. Operating Profit before interest, depreciation and tax increased to Rs. 81.12 Crores as against Rs. 62.96 Crores during the previous year.

Your company has recorded significant growth during the year under review. Consistency across operations and ongoing expansion has strengthened PVR's position as a leading Film exhibition company in India.

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this report for a detailed financial review.

Dividend

During the year, your Company has paid Rs. 4/- (Rupees Four) per Equity Share as Special Interim Dividend to the members of the Company.

Your Directors have recommend a Final dividend of Rs. 2/- (Rupees Two) per Equity Share for the financial year ended March 31, 2012 for your approval. The Dividend outgo inclusive of Special Interim Dividend amounts to Rs. 15.44 Crores (exclusive of Dividend Distribution Ta x of Rs. 2.49 Crores).

Operation Review

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this report.

Subsidiaries

As on March 31, 2012 the Company had two subsidiary companies PVR Pictures Limited (PVR Pictures), a wholly owned subsidiary and PVR bluO Entertainment Limited (PVR bluO) a Joint Venture Company. CR Retail Malls (India) Limited (CCR) ceased to be Company's subsidiary w.e.f. 17th May, 2011 i.e. the date of sale of the investment in Share Capital of CRR by your Company.

PVR Pictures Limited (PVR Pictures)

Your Company bought back on 5th July, 2011, 1,43,33,334 Equity Shares of PVR Pictures Limited, from JP Morgan Mauritius Holding IV Limited (71,66,667 Equity Shares) and IDBI Trusteeship Services Limited (India Advantage Fund) (71,66,667 Equity Shares). With the acquisition of balance 40% Share Capital of PVR Pictures Limited by your Company, PVR Pictures Limited has become the wholly owned subsidiary of your Company.

PVR bluO Entertainment Limited (PVR bluO)

Presently the Company operates two bowling alley centers at Ambience Mall-I, Gurgaon and Ambience Mall-II, at Vasant Kunj, New Delhi. The Company has made a roadmap for expansion of its business and will accordingly open additional bowling centers in India at Pune, Bangalore, Chandigarh, Ludhiana and Noida. These bowling centers on being operational are expected to enhance the income and profitability of the Company.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2011-12.

Particulars under Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs, Government of India has granted a general exemption from attaching the audited accounts of the subsidiaries in the Consolidated Accounts of the Company vide General Circular No. 2/2011 dated 8th February, 2011.

Corporate Governance

The Company is committed to uphold the highest standards of corporate governance. Your Company strongly believes that this relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the provisions of Clause 49 of the Listing Agreement.

A report on Corporate Governance, along with a Certificate from Practicing Company Secretary is enclosed. A Certificate from Chairman cum Managing Director and CFO, confirming the correctness of the financial statements, adequacy of the internal control measures as enumerated in Clause 49 of the Listing Agreement are also enclosed.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming an integral part of this Annual Report.

Directors

Mr. Sanjai Vohra was co-opted as Additional Director on the Board of the Company effective from 30th September, 2011. A member of the Company under Section 257 of the Companies Act, 1956 has proposed the candidature of Mr. Vohra for the Office of the Director. Mr. Renaud Jean Palliere a Director of the Company has resigned from the Board of Directors of your Company w.e.f. 20th March, 2012. The Board places on records its appreciation of the valuable contribution made by Mr. Renaud during the tenure of his Directorship.

Mr. Ravi K. Sinha and Mr. Sanjay Khanna retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A brief resume of the Directors retiring by rotation alongwith other details, is given in the Corporate Governance Report.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts for the Financial Year ended 31st March, 2012 on a going concern basis.

CR Retail Malls (India) Limited

During the year under review, your Company sold its investments in the Equity Share Capital of Tw o Crore Equity Shares of Rs. 10/-each aggregating to Rs. 20 Crores of CR Retail Malls (India) Limited a wholly owned subsidiary of the Company to M/s JM Financial Products Limited and JM Financial Investment Managers Limited at a consideration of Rs. 40.31 Crores. Through a long term lease back arrangement, operations of Seven Screen Multiplex at Lower Parel, Phoenix Mills Compound, Mumbai was transferred to PVR Limited from 22nd April, 2011. The profit on sale of investments amounting to Rs. 16.86 Crores has been disclosed as an exceptional item vide note no. 37 and 42 of the enclosed audited Annual Accounts for financial year 2011-12.

Buy-Back of Company's Own Equity Shares

The Board of Directors at the meeting held on 27th May, 2011 had approved a Scheme of Buy-Back of Company's own equity shares at a price not exceeding Rs. 140/- per share upto an amount not exceeding Rs. 26.21 Crores, i.e. 10% of the paid-up equity shares capital and free-reserves as per last audited accounts in accordance with the applicable provisions under the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.

The Company, till close of the buy-back offer on 29th August 2011 bought back 13,88,328 Equity Shares of the Company for a sum of Rs. 15.82 Crores.

Sanction of Composite Scheme of Arrangement

Pursuant to the Composite Scheme of Arrangement filed by the Company, the Hon'ble High Court of Delhi on February 2, 2012, approved the transfer of the production business undertaking from PVR Pictures Limited into the Company with effect from April 1, 2011 and the same has become effective from February 29, 2012. PVR Pictures Limited being wholly owned subsidiary of your Company therefore no shares were issued to PVR Limited, on merger of production business undertaking into your company.

The Composite Scheme of Arrangement further provided that from the effective date, relevant assets, after having deferred tax adjustments and proportionate reduction in value of investments in subsidiary, be adjusted to their fair values, by setting- off against specified reserves (including Securities Premium Account). Accordingly the Company has written down the value of such assets by Rs. 49.37 Crores and set off the same against reserves as per the aforesaid scheme.

Employee Stock Option Plan: "PVR ESOP Scheme 2011"

Your Company had obtained Members' approval through Postal Ballot on 4th October 2011 for the introduction and implementation of PVR Employees Stock Option Scheme 2011.

During the financial year under review the Compensation Committee in the meeting held on 5th October 2011 granted 5,50,000 Options to the employees of the Company at a fair market price of Rs. 116.15/- per option in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Compensation Committee administers and monitors the said Scheme.

The Disclosure as required under Clause 12.1 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended is set out in Annexure 'III' to the Directors Report.

The certificate from the Statutory Auditors under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, confirming that the PVR ESOS 2011 has been implemented in accordance with the guidelines and will be placed before the shareholders at the ensuing Annual General Meeting.

Service Tax

The Finance Act, 2010 has defined the "Renting of the Immovable Property" as a taxable service with retrospective effect from June 1, 2007. The Company had challenged the levy of Service Tax on renting of commercial properties before the Hon'ble High Court of Delhi which had granted an interim stay against the levy of service tax. Based on the advice obtained by the Company, no provision of Service Tax in respect of commercial properties was made by the Company in earlier years. In 2011, the Hon'ble High Court of Delhi, upheld the levy of Service Tax vide its order dated September 23, 2011. The Company had filed Special Leave Petition ("SLP") before Hon'ble Supreme Court of India against the order of the Hon'ble High Court of Delhi which is currently pending. Your company has made payments towards service tax as per direction of the Hon'ble Supreme Court of India.

Accordingly an amount of Rs. 7.91 Crores (net of CENVAT Credit) being provision for financial year 2012 has been included in Rent Expenses and amount of Rs. 14.16 Crores (net of CENVAT Credit) being the provision from June 1, 2007 upto March 31, 2011 has been adjusted from Exceptional Income.

Auditors' Report

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Co., Chartered Accountants, having firm's Registration No.: 301003E, Gurgaon, hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment and have confirmed that their reappointment if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends the re- appointment of M/s S. R. Batliboi & Co., Chartered Accountants as Statutory Auditors of the Company.

The Auditor's observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

Change in Capital Structure and Listing of Equity Shares

The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock

Exchange Limited (BSE). During the year under review, 1,41,620 Equity Shares were allotted to employees of the Company on 8th June, 2011, 19th September, 2011 and 29th March, 2012 against same numbers of options exercised by employees pursuant to Employees Stock Option Scheme of the company.

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

A statement giving details of Conservation of Energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure - I hereto and forms part of this report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure 'II' to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Acknowledgement

Your Directors place on record their gratitude to the shareholders, customers/patrons, suppliers, collaborators, bankers, financial institutions and all other business associates and Central Government and State Government for the incessant support provided by them to the company and their confidence in its management.

Your Directors also place on records their deep appreciation of the contribution made by the employees at all levels.

For and on behalf of the Board

Place: Gurgaon, Haryana Ajay Bijli

Date: 29th May, 2012 Chairman cum Managing Director

Mar 31, 2011

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2011.

Financial Highlights

(Rs. In Lacs)

2010-11 2009-10

Income 36,002 28,065

Expenditure 29,926 24,892

Earnings before depreciation/ amortization interest and tax (EBDITA) 6,076 3,173

Depreciation 2,411 2,162

Interest 1,374 986

Profit before Tax 2,291 25

Provision for Tax Credit/ (Expense) (net) (657) 1

Profit after Tax 1,634 26

Balance brought forward from previous year 2,220 2,749

Accumulated profit brought forward of Sunrise Infotainment Pvt. Ltd. - 29

Loss after tax of 2008-09 of Sunrise Infotainment Pvt. Ltd. - 2,220 (263) 2,515

Profit available for appropriation 3,854 2,541 Appropriations

Transfer to Debenture Redemption Reserve 85 21

Transfer to General Reserve 41 -

Dividend on Equity Shares 286 256

Tax on Dividend 46 44

Balance carried over to Balance Sheet 3,396 2,220

Financial Review:

While the performance of the Company for the first nine months of 2010-11 was decent, however the fourth quarter was impacted due to the Cricket World Cup as no blockbuster movies were released during the period. On an overall basis, the company has been able to demonstrate promising growth in revenues led by 7%-10% growth in ticket pricing and food & beverage realizations across the same stores.

The success of big blockbuster movies like "Rajneeti", "Housefull" and "Dabangg" boosted the film industrys fortune. Small Budget movies like "Peepli Live", "Phas Gaye Re Obama", "Tanu Weds Manu" among others also did well at the Box Office.

During the financial year under review the total income of the Comapny were Rs. 360 Crores as compared to Rs. 280.6 Crores in 2009-10, up by 28%. EBITDA for 2010-11, were Rs. 60.7 Crores as compared to Rs. 31.7 Crores in 2009-10, up by 91%. Profit after Tax for 2010-11 was Rs. 16.3 Crores as compared to Rs. 0.26 Crores in 2009-10.

The company at present operates 33 properties with 142 screens in 18 cities across the country. The company added 19 Screens at 3 locations i.e. Chennai, Ahmadabad and Lucknow in 2010-11. The Company had signed Agreements/MOUs for 75-80 screens for the coming financial year in different parts of the country including cities like Udaipur, Vijaywada, Delhi, Mysore, Bangalore, Bhopal, Pune etc. which will further boost the revenues and profitability of the company.

The pipeline of the movies for FY 2011-12 looks exciting and the company expects its revenues to consolidate further on the strength of its properties in the best locations.

The company expects that about 25-30 3D films that are expected to be released in financial year 2011-12, will fetch higher ticket prices. The company also has a plan to install digital IMAX theatre systems at its four locations in India. The first two of them would be installed within the next 12 months at Companys two multiplexes in Mumbai and Bangalore.

Dividend

Your Directors are pleased to recommend a dividend of 10% (Re. One per Equity Share) for the financial year ended March 31, 2011.

Operations Review

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this report.

Subsidiaries

As on March 31, 2011 the Company had three subsidiary companies namely M/s CR Retail Malls (India) Limited (CRR) a wholly owned subsidiary, M/s PVR Pictures Limited (PVR Pictures) and M/s PVR bluO Entertainment Limited (PVR bluO).

CR Retail Malls (India) Limited (CRR)

CR Retail Malls (India) Limited operates the 7 screen Multiplex at "The Phoenix Mills Compound" at Lower Parel, a prime retail and entertainment destination in Mumbai. CRR during the period 2010-11 recorded an income of Rs. 28.65 Crores and a Net Profit of Rs. 4.06 Crores.

On 5th May, 2011, PVR Ltd. entered into an arrangement with JM Financial group of Companies for sale of equity shares of CRR. Under the terms of sale of entire equity share of CRR, PVR Ltd. has realized Rs. 100 Crores. PVR has also entered into a lease agreement with CRR to continue to operate the multiplex property on a long term lease basis.

PVR Pictures Limited (PVR Pictures)

PVR Pictures is in the business of film production & distribution. The year under review was adversely impacted on account of poor performance of companys production "Khelein Hum Jee Jaan Sey". As a result the company incurred a loss of Rs. 22.18 Crores at PAT level during 2010-11. The loss after excluding Minority Interest was Rs. 13.31 Crores.

Due to these losses both the investors i.e., JP Morgan Mauritius Holdings IV Limited and India Advantages fund (IAF) have shown their intention for exiting from the company. Your company ("PVR Limited") has now decided to purchase balance 40% equity share capital of PVR Pictures Limited from the said two investors and pay Rs. 60 Crores i.e., Rs. 30 Crores to each of the said two Investors. Post acquisition of 40% share capital by PVR Limited, PVR Pictures Limited shall become a wholly owned subsidiary of your Company.

The company is in the process of completing a movie "Shanghai" which is being directed by Dibakar Banerjee starring Abhay Deol and Emran Hashmi and is expected to be released in the third quarter of the FY 2011-12.

PVR bluO Entertainment Limited (PVR bluO)

PVR bluO in the financial year 2010-2011 earned a Net Revenue of Rs.14.27 Crores and a Profit after Tax of Rs. 2.08 Crores.

Presently the company operates Indias largest bowling alley center in Ambience Mall, Gurgaon. The center has been able to establish itself as a premier leisure and entertainment destination for consumers in NCR. The Company has made a roadmap for expansion of its business and has plans to open additional 3-4 bowling centres in India in next 12 months.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2010-11.

Particulars under Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs, Government of India has granted a general exemption, for attaching the audited accounts of the subsidiaries in the Consolidated Accounts of the Company vide general circular no. 2/2011 dated 8th February, 2011.

Corporate Governance

The Company is committed to uphold the highest standards of corporate governance. Your Company strongly believes that this relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the provisions of Clause 49 of the Listing Agreement.

A report on Corporate Governance, along with a Certificate from Practising Company Secretary is enclosed. A Certificate from Chairman cum Managing Director and CFO, confirming the correctness of the financial statements, adequacy of the internal control measures as enumerated in Clause 49 of the Listing Agreement are also enclosed.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming an integral part of this Annual Report.

Directors

In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vikram Bakshi and Mr. Sumit Chandwani, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as Directors of the Company.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts for the Financial Year ended 31st March, 2011 on a going concern basis.

Group Companies

Pursuant to the provisions under the Monopolies Restrictive Trade Practices Act, 1969, read with the relevant provisions under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, ("SEBI Regulations, 1997") and all other applicable laws, persons constituting group for availing of various exemptions from the applicability of the provisions of various Regulations under the SEBI Regulations, 1997, Income Tax Act, 1961 are given in the MDA.

Buy Back of Companys own Equity Shares

The Board of Directors in the meeting held on 27th May, 2011 approved buy back of Companys own Equity Shares from the Stock Exchanges for a sum not exceeding Rs. 26.21 Crores i.e., 10% of the paid up Equity Share Capital and Free Reserves at a price not exceeding Rs. 140 each equity share of face value of Rs. 10 each in accordance with the applicable provisions under the securities and exchange board of India Buy Back of Securities regulations 1998.

Auditors Report

The Statutory Auditors of the Company, M/s. S. R. Batliboi & Co., Chartered Accountants, Gurgaon, hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment and have confirmed that their re- appointment if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s S. R. Batliboi & Co., Chartered Accountants as Statutory Auditors of the Company.

The Auditors observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

Change in Capital Structure and Listing of equity shares

The Companys shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). During the year, 14,60,112 Equity Shares of face value of Rs. 10 each were allotted to the Equity Shareholders of M/s Leisure World Private Limited on 8th September, 2010, pursuant to the Order of the Honble High Court of Delhi dated 19th August, 2010.

Further 57,330 Equity Shares were allotted to employees of the Company on 31st August, 2010, 1st November, 2010, 30th November, 2010 and 6th January, 2011 against 57,330 options exercised by employees pursuant to Employees Stock Option Scheme of the company.

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

A statement giving details of Conservation of Energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure - I hereto and forms part of this report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure II to the Directors Report. However, as per the provisions of Section 219 (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

Acknowledgement

Your Directors place on records their gratitude to the shareholders, customers/patrons, suppliers, collaborators, bankers, financial institutions and all other business associates and Central Government and State Government for the incessant support provided by them to the company and their confidence in its management.

Your Directors also place on records their deep appreciation of the contribution made by the employees at all levels.

For and on behalf of the Board

Place: Gurgaon, Haryana Ajay Bijli

Date: May 27th, 2011 Chairman cum Managing

Director

Mar 31, 2010

The Directors present the 21st Annual Report together with the audited accounts for the year ended 31s1 March, 2010.

FINANCIAL RESULTS

Rs in lakhs

Year Year

ended ended

2010 2009

Income 3076.44 2723.04

Gross Profit before Interest & Depreciation 213.32 266.74

Interest (56.91) (7.43)

Depreciation (46.79) (92.68)

Profit/(loss) for the year 109.61 166.63

Loss brought forward

from previous year (2149.19) (2315.81)

Loss carried forward to

Balance Sheet (2039.57) (2149.18)

Loss carried forward to Balance Sheet is Rs 2039.57 lakhs.

PERFORMANCE

Lotus sales turnover at Rs.3076.44 Lakhs was up 12.98 % over last year. The Company continued to follow its policy of offering value to the customers with sales prices just below inflation. The Companys volumes however remain stagnates as the capac ity available was just sufficient to meet the existing market presence. The Management is addressing this area of concern as major initiatives are planned during the current fiscal year. Your companys performance has been led through modest investments in our brands , products, innovation initiatives, expansion into new product categories and an upheard task in managing operating costs through cost efficiency measures.

In the current year the actual production was 5885.66 MT as against 6988.06 MT during the previous year giving a moderate dip of 18.73%.

Concerted efforts have contributed to increase in revenue by 12.98% over previous year to Rs.3076.44 lakhs and record a net profit of Rs. 109.61 lakhs.

Your company has achieved these results despite significant increase in input costs, particularly cocoa beans, sugar, oils and fats coupled with aggressive pricing in the trade and industry.

Despite stiff competition your company stabilized and held its market share, even though 2009 was a challenging year, your company continues to operate with minimum trade pipelines selling as per the market demands and maintaining a very efficient supply chain.

BUSINESS PLAN

The promoters who acquired the business in the year 2008 has acknowledged for their understanding of common needs and robust business model. During the year the company sustained focus on generating consumer insights, innovation and renovation while continuing it on going efforts to strengthen capabilities, augment equipment capacities that continue to delight the consumers and help it to leverage its trusted brands.

Further new chocolate products will be introduced later this year.

We envisage a pan India performance by the end of this fiscal, towards this, have opened up all the markets of North India. Further we have concluded an agreement with the reputed Oil Company i.e Bharat Petroleum Corporation Limited(BPCL) for distribution of our consumer brand chocolates through their strong network.

ISO CERTIFICATION

Your companys manufacturing factory located at Narsapur, Medak District has been certified to the latest version of IS 22000 (FSMS- Standard for Food Safety Management System) by Llyods, a leading International Certification Company.

This certification indicates our commitment in meeting in a sustainable manner, global quality, environment, health and safety standards. This is a milestone in our quest for quality.

Our Company has been rated by CRISIL as SME III.

RESEARCH AND DEVELOPMENT

The research and development (R & D) function has led a significant role to play in supporting the performance of the Company this year. Their major area of contribution lay in fuelling innovation through a number of new product development, culminating in the launch of various new products during the year.

The management intends to create the function of Innovation by engaging best leveraging external expertise to value add to our R&D programme with a view to building the medium and long term pipelines.

BIFR

A reference in terms of Section 15(1) of the Sick Industrial Companies(Special Provisions) Act, 1985 has been done and registered with the Board of Industrial and Financial Reconstrution (BIFR) for determination of the measures which shall be adopted with respect to the Company, further the company is awaiting for the hearing of the same.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the Company have drawn remuneration as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS REGARDING ENERGY CONSERVATION ETC.

The particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed to this Report.

DEPOSITS

The Company has not accepted any deposit during the year under review.

BOARD OF DIRECTORS

Shri Prakash Pai and Shri Anantha Pai, Directors retires by rotation at the 21st Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS

M/s S R Mohan & Company, Chartered Accountants, Hyderabad, Statutory Auditors of your Company hold office until the conclusion of the

21st Annual General Meeting and are being proposed for re-appointment. The Company has received a certificate from them to the effect that their appointment if made would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

The Board submits as under:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the company for that period;

- that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Yours Directors place on record the appreciation for the sincere efforts and hard work put in by the employees of the Company in its operations. The Directors acknowledge the support and co - operation received from Banks and other Governmental Agencies.

The Directors express their gratitude to the shareholders of the Company for the confidence and faith reposed in the management.

For and on behalf of the Board

Sd/- Sd/-

P.Anantha Pai G.S.Ram

Director Whole Time Director

Place : Hyderabad

Date : 13.08.2010

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