(Formerly known as Cinemax Exhibition India Limited)

Dear Shareholders,

The Directors have pleasure in presenting the 2nd Annual Report on the business and operations of the Company and Audited Financial Statements for the year ended March 31, 2013.

Financial Highlights

                                                      (Rs. In Lakhs)

                                               2012-13     Period from
                                                           30.09.2011 
                                                           to 31.03.2012

Income from Operations                       35,422.57             -

Other Income                                    497.90             -

Total                                        35,920.47             -

Less: Expenditure                            28,842.18         15.84

Less : Depreciation & Amortization Expenses    1911.14             -

Finance Cost                                   1219.44             -

Profit before Exceptional Item & Tax           3947.71        (15.84)

Exceptional Item                                751.71             -

Provision for Tax Credit/ (Expense) (net)       722.78             -

Net Profit after Tax                           2473.22        (15.84)

Basic                                             8.83        (15.84)

Diluted                                           8.83        (15.84)

During the Financial year ended March 31, 2013, your Company earned a total income of Rs. 359.20 Crores and a net profit of Rs. 24.73 Crores. The Revenues and Net Profits of your Company have substantially increased as compared to the previous year on account of demerger and vesting of the theatre Exhibition business of erstwhile Cineline India Limited in your Company with effect from 01st April 2012 ("the appointed date").

OPERATIONS REVIEW

Kindly refer to Management Discussion & Analysis Report covered under Corporate Governance which forms part of this Annual report for a detailed Operational Review.

DIVIDEND

With a view to plough back the profits of the Company for future operations, your Directors have thought it prudent not to recommend dividend for the financial year 2012-13.

SUBSIDIARIES

Your Company has five subsidiaries, namely, Cinemax Motion Pictures Limited, Vista Entertainment Limited, Growel Entertainment Limited, Nikmo Entertainment Limited and Odeon Shrine Multiplex Limited. Further, Nikmo Entertainment Limited is a subsidiary of Growel Entertainment Limited.

During the year under review, Vista Entertainment Private Limited, Growel Entertainment Private Limited, Nikmo Entertainment Private Limited and Odeon Shrine Multiplex Private Limited have converted themselves from Private Limited to Public Limited Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2012-13.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs, Government of India has granted a general exemption from attaching the audited accounts of the subsidiaries in the Consolidated Accounts of the Company vide General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs, Government of India.

Accordingly, your Company has decided to publish consolidated accounts for financial year 2012-13 without detailed audited accounts of its subsidiaries. However, summery containing highlights of financial results shall be provided along with published annual accounts of the Company.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

DEMERGER & VESTING OF THEATERE EXHIBITION BUSINESS:

The Hon'ble High Court of Judicature at Bombay vide its order dated 9th March 2012 inter alia demerged the Theater Exhibition Business from Cineline India Limited (Formerly known as Cinemax Properties Ltd.) and vested it in your Company on a going concern basis. The name of your Company was changed to its present name vide a fresh certificate of incorporation dated 22nd June 2012, issued by Registrar of Companies, Mumbai.

LISTING OF EQUITY SHARES

Subsequent to the aforesaid demerger, your Company listed its Equity Shares on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from 18th October, 2012.

CHANGE OF MANAGEMENT:

During the year under review, PVR Limited through its wholly owned subsidiary Cine Hospitality Private Limited ("CHPL"), pursuant to a share purchase Agreement dated 29th November 2012, acquired controlling stake ie 19,394,816 Equity Shares representing 69.27% of the paid-up Capital of your Company from Kanakia family, the erstwhile promoter's of the Company. Subsequently, Cine Hospitality Private Limited (Acquirer) and PVR Limited (Person acting in Concert) in compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 acquired 66,97,189 Equity Shares representing 23.92% of the Paid-up Capital through a Open Offer from Public Shareholders of the Company.

Pursuant to the aforesaid acquisitions, PVR through CHPL presently holds 93.19% the paid up capital of your Company.

Consequent to the signing of the Share Purchase Agreement with inter alia CHPL for the transfer of entire 69.27% equity share capital of the Company from Kanakia family to CHPL all the erstwhile directors of the Company resigned effective from 08th January, 2013.

The Company appointed Mr. Ajay Bijli, Mr. Sanjeev Kumar and Mr. Sanjay Khanna effective from 8th January 2013 whereas Ms. Renuka Ramnath and Mr. Ravinder Singh Thakran were co-opted on the Board effective from 30th January 2013. Subsequently, Mr. Vikram Bakshi, Mr. Sanjai Vohra and Mr. Amit Burman were co-opted on the Board effective from 17th January 2013, 21st March 2013 and 28th March 2013 respectively.

For the convenience of managing the corporate affairs of the Company more efficiently and smoothly the registered office of the Company is being shifted from Mumbai to New Delhi.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of corporate governance. Your Company strongly believes that this relationship can be strengthened through corporate fairness, transparency and accountability. Your Company complies with all the mandatory provisions of Clause 49 of the Listing Agreement.

A report on Corporate Governance, along with a Certificate from a Practicing Company Secretary is enclosed. A Certificate from Managing Director and Chief Financial Officer confirming the correctness of the financial statements, adequacy of the internal control measures as enumerated in Clause 49 of the Listing Agreement is also enclosed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming an integral part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts for the Financial Year ended 31st March, 2013 on a going concern basis.

AUDITORS REPORT

The Auditor's of the Company vide Clause (ix)(a) of the annexure to the Audit Report have stated that ESIC and Service Tax have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases.

In this regard it is hereby clarified that delay in depositing of ESIC for more than 6 months was on account of non availability of Registration No. under ESIC sub code for on line payment for Company's Pune Inorbit Multiplex. However, the Company in due course has obtained the ESIC sub code for the said unit and has duly deposited the overdue amount of ESIC with the appropriate authorites.

Further, the delay in deposit of Service Tax towards Hindustan Coke's outstanding was on account of delay in receipt of payment from them. Similarly, in few other cases, there was delay in deposit of Service Tax pertaining to convenience fees income. However, in all such cases the outstanding amount has been duly deposited with the Service Tax authorities on 26th April 2013 and proper system has been put in place to ensure timely compliances.

APPOINTMENT OF STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Walker, Chandiok & Co., Chartered Accountants, vide their letter dated 3rd June 2013 have expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company recommends the appointment of M/s. S.R. Batliboi & Co., LLP, as the Statutory Auditors of the Company at the ensuing Annual General Meeting to hold office up to the conclusion of next Annual General Meeting. M/s. S.R. Batliboi & Co., LLP have confirmed that their reappointment if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A statement giving details of Conservation of Energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given as Annexure - I hereto and forms part of this report.

PARTICULARS OF EMPLOYEES

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure 'II' to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information.

Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

                                     For and on behalf of the Board

Place: Gurgaon, Haryana                                  Ajay Bijli

Date: 7th June 2013                                        Chairman