PVR INOX Board Approves ₹300 Crore Share Buyback

Date: September 2, 2026

The Board of Directors at its meeting held on Monday, August 31, 2026, approved the following key decisions:

Buyback of up to 20,68,965 (Twenty Lakh Sixty-Eight Thousand Nine Hundred Sixty-Five) fully paid-up equity shares of face value ₹10 each
Buyback price of ₹1,450 per equity share
Maximum aggregate buyback size of ₹300 Crores (Indian Rupees Three Hundred Crores only)
Buyback represents 2.11% of the total paid-up equity share capital
Represents 4.09% and 4.07% of the aggregate of the Company's fully paid-up equity share capital and free reserves as per latest audited standalone and consolidated financial statements as on March 31, 2026, respectively
Buyback to be conducted through "tender offer" route as prescribed under SEBI Buyback Regulations

Record Date: Friday, September 4, 2026 for determining eligible shareholders
Buyback Period: Commences from date of Board resolution (August 31, 2026) until completion of payment to shareholders
Reservation: 15% of shares reserved for Small Shareholders as defined under SEBI Buyback Regulations
Implementation: Using "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers" under SEBI circulars
Funding: From Company's current balances of cash and cash equivalents, proceeds of disposal of investments, and/or internal accruals (not from borrowed funds)
Completion Timeline: Buyback must be completed within one year from date of resolution

Merchant Banker: DAM Capital Advisors Limited (engagement letter dated August 31, 2026)
Registrar: Kfin Technologies appointed as Registrar to the Issue and Share Transfer Agent
Compliance Officer: Mr. Murlee Manohar Jain, Company Secretary
Designated Stock Exchange: BSE Limited
Escrow Agent: Axis Bank Limited

All equity shares are fully paid up
No issuance of new equity shares during Buyback Period except for subsisting obligations
No further capital raising for one year after buyback completion except for subsisting obligations
No buyback from proceeds of earlier issue of same kind of shares
No breach of any loan covenants; all necessary lender consents obtained
Company has been in compliance with Sections 92, 123, 127 and 129 of Companies Act, 2013
No defaults in repayment of deposits, debentures, preference shares, term loans or interest payments
Debt-to-equity ratio will not exceed 2:1 after buyback
Transfer to capital redemption reserve account equal to nominal value of shares bought back
Buyback will not result in delisting from stock exchanges
Minimum public shareholding requirements will be maintained
No previous buyback completed during immediately preceding one year

Composition: Mr. Ajay Kumar Bijli (Managing Director), Mr. Sanjeev Kumar (Executive Director), Mr. Siddharth Jain (Non-Executive Director)
Powers: Authorized to finalize terms, appoint intermediaries, operate accounts, and implement all aspects of the buyback
Quorum: Any two members

Mr. Ajay Kumar Bijli and Mr. Sanjeev Kumar authorized to sign declaration of solvency
Mr. Ajay Kumar Bijli, Mr. Sanjeev Kumar, Mr. Gaurav Sharma (CFO), and Mr. Murlee Manohar Jain authorized to execute escrow agreement and related documents
Mr. Murlee Manohar Jain authorized to maintain buyback register and handle share extinguishment procedures