Buyback

September 07, 2026 BSE Limited National Stock Exchange of India Limited Department of Corporate Services, Listing Compliance Department SP. J. Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 (Scrip Code-532689) (Symbol: PVRINOX) Dear Sir/Madam, Subject: Proposed buyback by PVR INOX Limited (“Company”) of up to 20,68,965 (Twenty Lakh Sixty Eight Thousand Nine Hundred Sixty Five) fully paid-up equity shares of face value of ₹ 10 each (“Equity Shares”) of the Company at a price of ₹ 1,450/- per Equity Share (the “Buy-back”). The Company is undertaking a Buy-back through the tender offer process, in accordance with the Companies Act, 2013, as amended, the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buy-back Regulations”), and other applicable laws, if any. In this regard, pursuant to the provisions of Regulation 8 of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended, please find enclosed the soft copy (in pdf version) of the letter of offer dated September 7, 2026, of the Company in relation to the Buy-back (“Letter of Offer”), as Annexure I, for your information and records and for publishing on your website. Please note that the date of opening of the Buy-back is Thursday, September 10, 2026 and the date of closing of the Buy-back is Thursday, September 17, 2026. For more details on dates, please refer the attached Letter of Offer as Annexure I. Letter of Offer will be sent electronically to all Shareholders / Beneficial Owners within two working days from the Record Date i.e. Friday, September 4, 2026. All terms used herein and not specifically defined shall have the same meaning as ascribed to such terms under the Letter of Offer. Thanking You, Yours sincerely, For PVR INOX Limited Murlee Manohar Jain SVP- Company Secretary & Compliance Officer Encl: A/a LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer (as defined below) is being sent to you as a registered Eligible Shareholder (as defined below) of PVR INOX Limited (the “Company”) as on the Record Date, being September 04, 2026 (“Record Date”), in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “SEBI Buyback Regulations”). If you require any clarifications about the action to be taken, you may consult your Shareholder Broker (as defined below) or your investment consultant or the Manager to the Buyback i.e., DAM Capital Advisors Limited or the Registrar to the Buyback i.e., KFin Technologies Limited. Please refer to the “Definition of Key Terms” section of this Letter of Offer for the definitions of capitalised terms used herein. PVR INOX LIMITED Corporate Identification Number (CIN): L74899MH1995PLC387971 Registered Office: 7th Floor, Lotus Grandeur Building, Veera Desai Road, Opposite Gundecha Symphony, Andheri (W), Mumbai – 400053 Corporate Office: Block A, 4th Floor, Building No. 9A, DLF Cyber City, Phase-III, Gurugram-122002, Haryana Tel. No.: 0124 4708100 Contact Person: Mr. Murlee Manohar Jain, Company Secretary and Compliance Officer E-mail: cosec@pvrinox.com Website: www.pvrcinemas.com OFFER TO BUYBACK UP TO 20,68,965 (TWENTY LAKH SIXTY EIGHT THOUSAND NINE HUNDRED SIXTY FIVE) FULLY PAID-UP EQUITY SHARES OF THE FACE VALUE OF INR 10/- (INDIAN RUPEES TEN ONLY) EACH OF THE COMPANY, REPRESENTING 2.11% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE EXISTING TOTAL PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, AS OF MARCH 31, 2026, FROM ALL ELIGIBLE SHAREHOLDERS HOLDING EQUITY SHARES OF THE COMPANY AS ON RECORD DATE, I.E., FRIDAY, SEPTEMBER 4, 2026 ON A PROPORTIONATE BASIS, THROUGH THE ‘TENDER OFFER’ PROCESS, AT A PRICE OF ₹ 1,450/- (INDIAN RUPEES ONE THOUSAND FOUR HUNDRED FIFTY ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE MAXIMUM AMOUNT NOT EXCEEDING ₹ 300,00,00,000/- (INDIAN RUPEES THREE HUNDRED CRORES ONLY) EXCLUDING THE TRANSACTION COSTS (AS DEFINED BELOW). THE BUYBACK SIZE (AS DEFINED BELOW) REPRESENTS 4.09% AND 4.07% OF THE AGGREGATE OF THE FULLY PAID-UP EQUITY SHARE CAPITAL AND FREE RESERVES AS PER THE LATEST AUDITED STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF MARCH 31, 2026, RESPECTIVELY. (1) The Buyback is in accordance with Article 73 of the Articles of Association (as defined below) of the Company, Sections 68, 69, and 70 and all other applicable provisions, if any, of the Companies Act (as defined below) and the relevant rules made thereunder including the Share Capital and Debentures Rules (as defined below), to the extent applicable, the SEBI Buyback Regulations read with SEBI Circulars (as defined below) and the SEBI Listing Regulations (as defined below), and subject to such other approvals, permissions, consents, sanctions, and exemptions of SEBI (as defined below), RBI (as defined below), Stock Exchanges (as defined below), MCA (as defined below), RoC (as defined below), 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 by the Board (as defined below). (2) The Buyback Size (as defined below) is within the statutory limit of up to 10% of the aggregate total paid-up Equity Share capital and free reserves of the Company as of March 31, 2026, as per applicable provisions of the Companies Act and SEBI Buyback Regulations. (3) The Letter of Offer will be electronically sent to all the Equity Shareholders (as defined below) of the Company as on the Record Date, being Friday, September 4, 2026 (“Eligible Shareholders”) in accordance with the SEBI Buyback Regulations and such other circulars or notifications, as may be applicable. Further, if any Eligible Shareholder has not registered an email address with the Depositories (as defined below), or in case of receipt of a request from any Eligible Shareholder to receive a copy of the Letter of Offer in physical form, the same shall be sent by speed post or courier to such shareholder’s registered postal address available with the Company. (4) For details of the procedure for tender and settlement, please refer to the “Procedure for Tender Offer and Settlement” on page 49 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the “Tender Form”) is enclosed together with this Letter of Offer. (5) For details of the procedure for Acceptance (as defined below), please refer to the “Process and Methodology for the Buyback” on page 46 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to “Procedure for Tender Offer and Settlement – C. Method of Settlement” on page 57 of this Letter of Offer. (6) A copy of the Public Announcement (as defined below), Corrigendum to the Public Announcement (as defined below) and this Letter of Offer (including the Tender Form and SH-4) is expected to be available on the website of SEBI i.e., www.sebi.gov.in and on the website of the Company i.e., www.pvrcinemas.com and the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the website of the Manager to the Buyback i.e., www.damcapital.in, and Registrar to the Buyback i.e., www.kfintech.com. (7) Eligible Shareholders are advised to read this Letter of Offer and in particular refer to “Details of Statutory Approvals” and “Note on Taxation” on pages 44 and 58 of this Letter of Offer, respectively, before tendering their Equity Shares (as defined below) in the Buyback. BUYBACK PROGRAMME BUYBACK OPENS ON Thursday, September 10, 2026 BUYBACK CLOSES ON Thursday, September 17, 2026 LAST DATE OF RECEIPT OF COMPLETED TENDER Thursday, September 17, [Showing first 8,000 characters — download PDF for full document]