|
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 202526, 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 202526. 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 |
|
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of PVR INOX Limited |
| Place: Mumbai |
Ajay Kumar Bijli |
Sanjeev Kumar |
| Date: July 23, 2026 |
Managing Director |
Executive Director |
|