PVR INOX Limited has submitted to the Stock Exchange a copy of Board Resolution passed on August 31, 2026 pertaining to Buy-back of equity shares of the Company.

September 2, 2026 BSE Ltd. National Stock Exchange of India Ltd. Department of Listing, Exchange Plaza, Bandra-Kurla Complex, P. J. Towers, Dalal Street, Mumbai – 400 001, Bandra (E), Mumbai – 400 051, Maharashtra, India. Maharashtra, India. (Scrip Code-532689) (Symbol: PVRINOX) Subject: Board Resolution for Buyback of Equity Shares of PVR INOX Limited (the “Company”). Dear Sir/Ma’am, Pursuant to Regulation 5(vii) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended, the Board of Directors of the Company at its meeting held on Monday, August 31, 2026, approved the Buyback of fully paid up Equity shares of the Company by passing a resolution in this regard. The Outcome of the said Board Meeting was intimated vide letter dated August 31, 2026. The copy of the board resolution passed by the Board of Directors as given above is enclosed herewith. This is for your information and records. Thanking you. Yours faithfully, For PVR INOX Limited Name: Murlee Manohar Jain Designation: SVP – Company Secretary & Compliance Officer Membership No.: F9598 Encl.: As above PVRINOX CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE FIFTH MEEETING OF BOARD OF DIRECTORS OF PVR INOX LIMITED OF THE CALENDAR YEAR 2026 HELD ON MONDAY, THE 31st DAY OF AUGUST, 2026 THROUGH VIDEO CONFERENCING AT BLOCK-A, FLOOR, BUILDING NO. 9A, DLF CYBER CITY, PHASE III, GURGUGRAM, HARYANA-122002. BUY BACK OF EQUITY SHARES OF THE COMPANY "RESOLVED THAT pursuant to Article 73 of the Articles of Association of PVR INOX Limited (the "Company") and the provisions of Sections 68, 69, and 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Companies Act"), the Companies (Share Capital and Debentures) Rules, 2014, as amended (to the extent applicable) and other relevant rules made thereunder, each as amended from time to time and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("SEBI Buyback Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") (including any statutory modifications or re-enactments of the Companies Act or the rules made thereunder or the SEBI Buyback Regulations, or the SEBI Listing Regulations) and subject to such other approvals, permissions, consents, sanctions and exemptions of Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), the stock exchanges on which the equity shares of the Company are listed (the "Stock Exchanges"), Ministry of Corporate Affairs ("MCA"), Registrar of Companies (the "RoC") and/ or other authorities, institutions or bodies (together with SEBI, RBI, Stock Exchanges, MCA, and ROC, the "Appropriate Authorities"), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed to by the board of directors of the Company ("Board", which term shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), the Board hereby approves the buyback by the Company of up to 20,68,965 (Twenty Lakh Sixty-Eight Thousand Nine Hundred Sixty-Five) fully paid-up equity shares having a face value of INR 10/- (Indian Rupees Ten only) each of the Company ("Equity Shares"), being 2.11 % of the total paid-up Equity Share capital of the Company at a price of INR 1450/- (Indian Rupees One Thousand Four Hundred and Fifty only) per Equity Share ("Buyback Price") payable in cash for an aggregate amount not exceeding INR 300 Crores/ (Indian Rupees Three Hundred Crores only) ("Buyback Size"), which represents 4.09% and 4.07% of the aggregate of the Company's fully paid-up Equity Share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company for the year ended as on March 31, 2026, respectively, on a proportionate basis through the "tender offer" route as prescribed under the SEBI Buyback Regulations, from all the shareholders/beneficial owners of the Equity Shares who hold Equity Shares as on a record date, i.e., Friday, 4th September, 2026 ("Record Date") (hereinafter referred to as the "Buyback") and the Buyback Size does not include transaction costs viz. brokerage, applicable taxes such as securities transaction tax, goods and service tax, stamp duty, expenses incurred or to be incurred for the Buyback like filing fees payable to SEBI, advisors/legal fees, intermediary fees, public announcement, publication expenses, printing, dispatch expenses and other incidental and related expenses, etc. RESOLVED FURTHER THAT in accordance with the SEBI Buyback Regulations, the Buyback period shall commence from the date of Board resolution approving the Buyback till the date on which the payment of consideration to shareholders who have accepted the Buy]; ck is made (the "Buyback Period"). a ,NO~( '.::::.'" RESOLVED FURTHER THAT the Board/ Buyback Committee (as defined~ ) 111 (one) working day prior to the Record Date, increase the Buyback P'e and d c ease th~ mber of PVR INOX LIMITED INO'f.. v BLOCK A, 4rH FLOOR, BUILDING NO. 9A, DLF CYBER CITY, PHASE - Ill, GURUGRAM 122002 (HARYANA). T: +91124 4708100 I W: WWW.PVRCINEMAS.COM REGO OFFICE: 7™ FLOOR LOTUS GRANDEUR BUILDING, VEERA DESAI ROAD, OPPOSITE GUNDECHA SYMPHONY, ANDHERI (W) MUMBAI 400053. CIN: L74899MH1995PLC38797l PVRINOX Equity Shares proposed to be bought back under the Buyback, such that there is no change in the Buyback Size, in terms of Regulation 5(via) of the SEBI Buyback Regulations. RESOLVED FURTHER THAT as required under Regulation 6 of the SEBI Buyback Regulations, the Company may buyback Equity Shares from the existing shareholders as on Record Date, on a proportionate basis, provided that 15% of the number of Equity Shares which the Company proposes to buyback or number of Equity Shares entitled as per the shareholding of small shareholders as defined in the SEBI Buyback Regulations ("Small Shareholders"), whichever is higher, shall be reserved for the Small Shareholders and in case the Equity Shares tendered are less than the reservation, the same shall be adjusted in the general category, in accordance with the SEBI Buyback Regulations. RESOLVED FURTHER THAT the Company shall implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting" notified by SEBI vide circular CIR/CFD/POLICYCELL/ 1/2015 dated April 13, 2015 read with the SEBI's circular CFD/DCR2/CIR/P/2016/ 131 dated December 9, 2016, SEBI circular SEBI/HO/CFD/DCRIII/CIR/P/2021/615 dated August 13, 2021, and SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023, including any amendments or statutory modifications for the time being in force or such other circulars or notifications, as may be applicable ("SEBI Circulars") and the Company shall approach the Stock Exchanges, as may be required, for facilitating the same. RESOLVED FURTHER THAT all equity shareholders/ beneficial owners of the Equity Shares of the Company will be eligible to participate in the Buyback including promoters, promoter group and persons in control of the Company who hold Equity Shares as on the Record Date ("Eligible Shareholders") except any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities. RESOLVED FURTHER THAT the proposed Buyback be implemented from the existing shareholders as on Record Date in a manner the Board may consider appropriate, from out of its free reserves and/ or securities premium account and/ or such other sources of funds or by such mechanisms as may be permitted by applicable laws, and on such terms and co [Showing first 8,000 characters — download PDF for full document]