PVR Inox Ltd Directors Report

Information Other than the Standalone Financial Statements and Auditors Report Thereon

Revenue from operations of the Company for the Financial Year 2023-24 was H 58,971 million as compared to H 35,591 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 Companys 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/investors-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

• 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 Honble 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^th November, 2023 ("Effective Date").

• 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 I294,50,96,800 consisting of

27,43,50,000 Equity Shares having face value of I10 each and 5,90,000. Preference Shares having face value of I341.52 each and 10,000 Preference Shares having face value of I10 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: • 83,662 Equity Shares of face value of I10 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.

• 83,470 Equity Shares of face value of I10 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 I98,13,44,460.

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 ("NRC") 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 I1,40,586/- (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.

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^th February, 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 Companys 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 Companys 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 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

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:

• Mr. Dinesh Hasmukhrai Kanabar;

• Mr. Ajay Kumar Bijli;

• Mr. Siddharth Jain;

• Mr. Vishesh Chander Chandiok;

• Mr. Sanjai Vohra; and

• 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 Companys 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 Companys 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

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/investors-section.

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

Further, the Company has formulated a Policy for Determination of Material Subsidiary", which is also available on the Companys website at https://www. pvrcinemas.com/investors-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 186 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 arms 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 Companys Policy on dealing with Related Party transactions is also available on the Companys website at https://www.pvrcinemas.com/investors-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; (c) Sanitation and Safety; (d) Gender Equality; and (e) Environmental Sustainability A report on CSR activities is furnished in Annexure ‘4 which forms part of this Report. CSR Policy is available on the Companys website at https://www.pvrcinemas.com/ investors-section.

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 INOXs 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 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/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 Companys 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 Companys 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.

*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 Companys 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.