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EQUITY - MARKET SCREENER

Apollo Pipes Ltd
Industry :  Plastics Products
BSE Code
ISIN Demat
Book Value()
531761
INE126J01016
185.0472426
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
APOLLOPIPE
0
2760.5
EPS(TTM)
Face Value()
Div & Yield %
0
10
0.11
 

As on: Sep 01, 2026 10:32 AM

Dear Members,

The Board of PVR INOX Limited ("Company") is pleased to present its Thirty-First 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, 2026 ("year under review").

1. Financial Summary and Highlights

In compliance with the provisions of the Companies Act, 2013 ("Act") 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 2025-26. The financial highlights of the Company's operations are as follows: (Rs. in Mn.)

Standalone Consolidated
Sl. No. Particulars FY 26 FY 25 FY 26 FY 25
1 Revenue from operations 63,912 54,424 66,462 56,999
2 Other income 1,770 1,637 1,835 1,709
3

Profit/(Loss) before Depreciation, Finance costs, Exceptional items and tax expense

22,398 16,955 22,789 17,282
4 Finance costs 7,301 8,060 7,328 8,087
5 Depreciation and amortization expense 12,563 12,646 12,704 12,774
6 Profit/(Loss) before share in net loss of joint venture, exceptional items and tax 2,534 (3,751) 2,757 (3,579)
7 Share in net profit/(loss) of joint venture - - (5) (3)
8 Exceptional items - net loss /(gain) (800) _- 483 -
9 Net Profit/(Loss) before tax 3,334 (3,751) 2,269 (3,582)
10 Tax expense 649 (982) 508 (934)
11

Profit/(Loss) after tax from continuing operations

2,685 (2,769) 1,761 (2,648)
12

Profit/(Loss) after exceptional item and tax from discontinued operations

- - 1,567 (161)
13

Net profit after tax

2,685 (2,769) 3,328 (2,809)
14 Other comprehensive income/expense (43) (7) (42) (2)
15 Total comprehensive income/ expense 2,642 (2,776) 3,286 (2,811)

2. Operating results

During the Financial Year 2025–26, the Company delivered a standalone revenue from operations of Rs. 63,912 million, as compared to Rs. 54,424 million in the previous financial year. The standalone EBITDA for the year stood at Rs. 22,398 million, as against Rs. 16,955 million in the previous financial year, reflecting a year-on-year increase of 32.10%.

On a consolidated basis, the Company reported revenue from operations of Rs. 66,462 million for the year under review, as compared to Rs. 56,999 million in the previous financial year, representing a year-on-year increase of 16.60%. Consolidated operating EBITDA stood at Rs. 22,789 million, as against Rs. 17,282 million in FY 2024-25.

The above performance reflects the Company's continued focus on operational efficiency and disciplined execution in a dynamic business environment.

The financial performance of the Company has been elaborately discussed in the Management Discussion and Analysis Report, which forms an integral part of this Report.

There was no change in the nature of business of the Company during the year under review.

3. Dividend, Dividend Distribution Policy and Transfer to Reserves

The Board of Directors has not recommended any dividend for the Financial Year 2025–26. Accordingly, no amount has been transferred to the General Reserve during the year under review.

Pursuant to Regulation 43A of the Listing Regulations, the Company has in place a Dividend Distribution Policy, which aims to ensure fairness, consistency and sustainability in the distribution of profits as dividends to its shareholders. The said policy is available on the Company's website at https://pvrinox.com/INOXMV/ddLSPgk.

4. Capital Structure As on the date of this Report, the Authorized Share Capital of the Company is Rs. 2,94,50,96,800 consisting of 27,43,50,000 Equity Shares having face value of Rs. 10 each, 5,90,000 Preference Shares having face value of Rs. 341.52 each and 7 10,000 Preference Shares having face value of Rs. 10 each.

The paid-up equity share capital as on March 31, 2026 was Rs. 98,19,99,620.

During the year under review, the Company neither issued any shares with differential voting rights nor issued any 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. The same have been prepared 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 Statement of the Company.

7. Details of Subsidiaries/Joint Ventures/ Associate Companies

As on March 31, 2026, the following are the subsidiaries of the Company:

Sl. No.

Name of the Subsidiary Company

1 PVR INOX Pictures Limited
2 PVR INOX Lanka Limited
3 Zea Maize Private Limited*

* Zea Maize Private Limited has ceased to be a subsidiary of the Company w.e.f. January 29, 2026

As on March 31, 2026, following is the associate of the Company:

Sl. No.

Name of the Associate Company

1 Devyani PVR INOX Private Limited

During the year under review, 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/ associate companies/joint ventures in the prescribed Form AOC-1 is annexed as Annexure ‘1', which forms part of this Report.

The developments in the operations/performance of each of the subsidiaries and associate company 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. - Total Comprehensive Income: Rs. 146.11 Profit after tax: Rs. 147.90
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 21.22 Profit after tax: LKR 21.44
3. Devyani PVR INOX Private Limited (DPIPL) Associate Company DPIPL is engaged in the business of designing, developing, operating and maintaining food courts and other food outlets in India. During the year under review the Company invested a sum of Rs. 1,69,78,500 and as on 31st March, 2026 hold the stake of 49% in DPIPL. Total Comprehensive Income: Rs. (10.02) Profit after tax: Rs. (10.04)

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 Auditors' Report thereon are available on our website at https://www.pvrcinemas.com/investors-section/ subsidiary-report.

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

Further, the Company has formulated a "Policy for Determination of Material Subsidiary", which is also available on the Company's website at https://pvrinox.com/INOXMV/zdLSI2r.

8. Material Changes

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, the Board of Directors informs the Members that during the year under review, there have been no material changes, except as disclosed elsewhere in this Report, in:

the nature of the Company's business;

the classes of business in which the Company has an interest; the Company's subsidiaries or the nature of business carried on by them, except for the change in subsidiary as detailed below:

During the year under review, the Company has sold its entire shareholding in its subsidiary company namely Zea Maize Private Limited ("ZMPL"), which owns the brand "4700BC" (consisting of 93.27% of the paid-up equity share capital of ZMPL), at consideration of approximately Rs. 2,268 million. Accordingly, ZMPL has ceased to be a subsidiary of the Company with effect from January 29, 2026.

9. Details of Employee Stock Option Plans

During the Financial Year 2025-26, there were no changes in the Employee Stock Option Plans 2017, 2020 and 2022 ["ESOP(s)"] of 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, 2026 is available on the website of the Company at https://pvrinox. com/INOXMV/vgsHw9w.

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

10. Credit rating of securities

The details of credit ratings 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 Rs. 1,28,380/- (Rupees One Lakh Twenty-Eight Thousand Three Hundred Eighty Only) during the Financial Year 2025-26 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 consecutive years or more. Further, the Company has transferred 100 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 their shares under provision to 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:

There were no appointments or resignations of Directors in the Company during the year under review.

Mr. Pavan Kumar Jain, Chairman & Non-Executive Director of the Company attained the age of 75 years on May 17, 2026. Pursuant to the provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board approved the continuation of his directorship, which was subsequently approved by the Members of the Company through Postal Ballot dated March 17, 2026.

Further, during the current financial year, Mr. Dinesh Kanabar resigned as an Independent Director of the Company with effect from July 24, 2026, owing to a review of his other professional and board commitments and his decision to rationalise and reprioritise his engagements to devote appropriate attention to his selected responsibilities. The Board places on record its sincere appreciation for his valuable guidance, support and contributions during his tenure as a Director of the Company.

Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Shuva Mandal as an Additional Director in the category of Non- Executive Independent Director of the Company with effect from July 23, 2026, for a term of five consecutive years i.e. from July 23, 2026 to July 22, 2031, not liable to retire by rotation, subject to the approval of the Members at the ensuing Annual General Meeting of the Company.

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 Directors liable to retire by rotation shall retire every year and if eligible, may offer themselves for re-appointment. Consequently, Mr. Ajay Kumar Bijli, Managing Director and Ms. Renuka Ramnath, Non-Executive Director are liable to 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 the Notice of the AGM, 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 the 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://pvrinox.com/ INOXMV/0dLSUa4.

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 at https://pvrinox.com/ INOXMV/adLSUE6.

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 workplace, 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, 2026, 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

During the financial Year under review, there was no change in the KMPs of the Company.

14. Meetings of the Board of Directors

During the Financial Year 2025-26, the Board of Directors met 5 times. The intervening gap between two consecutive Board Meetings was within the period prescribed under the provisions of Section 173 of the Companies Act, 2013. Regulation 17 of the Listing Regulations. The details of Board 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 the following statutory Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

During the year under review, the Company has accepted all recommendations made by various Committees of the Board.

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

The Company's Policy on Directors' Appointment and Remuneration has been formulated and includes the criteria for determining qualifications, positive attributes and independence of a Director, identification and recommendation to the Board of persons who are qualified to become Directors, KMP, SMP and determining the remuneration of Directors, KMP, SMP and other employees.

The Policy also prescribes the criteria for recommending a person for directorship including attributes such as qualifications & experience, professional integrity, strategic capability, financial expertise and other relevant qualities.

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, qualifications, performance and suitability. Further, the remuneration may comprise of fixed and incentive pay/retention bonus reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals. KMP/SMP may also be provided any facilities, perquisites, commission, accommodation, interest-free loans or loans at concessional rates in accordance with the policies framed for the employees or any category thereof.

The said Policy on Directors' Appointment and Remuneration has been uploaded on the website of the Company at https:// pvrinox.com/INOXMV/gdLSUKH.

17. Performance Evaluation of the Board, its Committees and Individual 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 parameters were considered, including the composition of the Board, the qualifications, expertise, experience and diversity of its members, effectiveness of Board processes and procedures, quality and timeliness of information flow to the Board, risk management, internal controls, compliance and corporate governance practices, as well as the effectiveness of the relationship between the Board and the management. Similarly, the performance of individual Directors was evaluated based on factors such as attendance and participation in Board and Committee meetings, preparedness for meetings, quality of contribution to discussions and decision-making, exercise of independent judgement, strategic guidance, understanding of the Company's business and industry, management of stakeholder relationships, adherence to the Code of Conduct and discharge of statutory, fiduciary and governance responsibilities.

The Independent Directors in their meeting held on May 11, 2026, without the presence of any Non- Independent Director and the members of management discussed, inter alia, the performance of Non-Independent Directors and the Board as a whole and reviewed the performance of the Chairman of the Company.

The performance evaluation of all the Independent Directors has 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 are annexed as Annexure ‘2' which forms part of this Report.

In terms of Section 136 of the Companies Act, 2013, 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 at cosec@pvrinox.com and the same will be made available on request.

19. Internal Financial Controls and their adequacy

T he Company has an internal control system, commensurate 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 weaknesses 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 2025-26.

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

20. P articulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

Pur suant to Section 134(3)(g) of the Companies Act, 2013, a statement containing details of loans, guarantees and investments made under Section 186 of the Companies Act, 2013, for the Financial Year 2025-26, is given in the financial statements, forming part of this Annual Report.

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

With r eference to Section 134(3)(h) of the Companies Act, 2013, all contracts or 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 2025-26, 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://pvrinox. com/PVRINX/Age1uN8. Pursuant to clause (h) of sub-section (3) of the 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. 232.

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

T he 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 out by PVR NEST, philanthropic arm of the Company, which focuses, inter alia, on:

(a) Sanitation, Safety and Protection; (b) Health, Malnutrition and Hunger;

(c) Education, Skilling and Livelihoods;

(d) Women Empowerment & Gender Equality; and (e) Strategic Partnerships & Scalable Impact.

The "Annual 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://pvrinox.com/ PVRINX/3grd8j2.

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

Pursuant to the 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 Earnings and Outgo" are attached as Annexure ‘5' which forms part of this Report.

24. 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 prioritizes relevant action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this policy is to have a 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://pvrinox.com/INOXMV/odLSOaG.

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 a 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, which forms part of this Annual Report.

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

25. Disclosure on Vigil Mechanism

In accordance with Section 177(10) of the Act and Regulation 22 of the Listing Regulations, Company has established 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://pvrinox.com/PVRINX/Qgrd2N0.

26. Auditors and Auditor's Report

Statutory Auditors

In terms of the provisions of Section 139 of the Act, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/ E300005), pursuant to your approval, were appointed as Statutory Auditors of the Company, to hold office for a term of 5 (five) years from the conclusion of the 27th Annual General Meeting, held on July 21, 2022, till the conclusion of the 32nd Annual General Meeting of the Company. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report on Standalone and Consolidated Financial Statements of the Company for the Financial Year 2025-26, forms part of the Annual Report. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. DPV & Associates LLP, Company Secretaries (FRN: L2021HR009500) were appointed as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed Form MR-3, forms part of this Report and is annexed herewith as Annexure ‘6'.

In compliance with Regulation 24A of the Listing Regulations, the

Annual Secretarial Compliance Report for the financial year 2025-26 is annexed to this Report as Annexure ‘7'.

The Secretarial Audit Report and Annual Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer.

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.

27. Compliance with Secretarial Standards

Pursuant to the provisions of Section 118(10) 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.

28. Annual Return

Pursuant to Section 92(3), Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for Financial Year 2025-26 is available on the Company's website at https://pvrinox.com/PVRINX/egp4AoE.

29. 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 Workplace (Prevention, Prohibition and 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 of during the year.

Particulars Number of Complaints
Number of complaints pending at the beginning of the year 0
Number of complaints received during the year 36
Number of complaints disposed of during the year 36
Number of complaints pending for more than 90 days 0

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.

30. Business Responsibility and Sustainability Report

As stipulated under Regulation 34 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.

31. 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.

32. Corporate Governance

The Company is committed to upholding 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 an integral part of this Report. A certificate from the Managing Director and the 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.

33. Compliance Management

The Company has implemented a robust digital platform for end-to-end legal and regulatory compliance management, ensuring adherence to applicable laws across its operations. The system generates automated alerts for compliance owners to facilitate timely fulfillment of statutory obligations.

Compliance owners are required to periodically certify the status of their respective compliance obligations, which is subsequently reviewed by designated approvers. Further, a quarterly compliance certificate, including details of any corrective and preventive actions undertaken, is placed before the Board for its review and noting.

34. Other Disclosures and Affirmations

During the year under review:

There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any bank or financial institution;

The Company has ensured compliance with the provisions of the Maternity Benefit Act, 1961;

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company;

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations;

The Company did not accept any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026; and

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, and the rules made thereunder.

35. 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.

36. 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 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, support and their confidence in the management of the Company.

For and on behalf of the Board of Directors
of PVR INOX Limited
Place: Mumbai

Ajay Kumar Bijli

Sanjeev Kumar

Date: July 23, 2026 Managing Director Executive Director