The Directors have pleasure in presenting the Sixteenth Annual Report
 on the business and operations of the Company and Audited Financial
 Statements for the year ended March 31, 2011.
 
 Financial Highlights
 
                                                          (Rs. In Lacs)
 
                                              2010-11         2009-10
 
 Income                                        36,002         28,065
 
 Expenditure                                   29,926         24,892
 
 Earnings before depreciation/ 
 amortization interest and tax (EBDITA)         6,076          3,173
 
 Depreciation                                   2,411          2,162
 
 Interest                                       1,374            986
 
 Profit before Tax                              2,291             25
 
 Provision for Tax Credit/ 
 (Expense) (net)                                (657)              1
 
 Profit after Tax                               1,634             26
 
 Balance brought forward from 
 previous year                         2,220             2,749
 
 Accumulated profit brought 
 forward of Sunrise
 Infotainment Pvt. Ltd.                    -                29
 
 Loss after tax of 2008-09 
 of Sunrise Infotainment Pvt. Ltd.         -   2,220     (263)  2,515
 
 Profit available for appropriation            3,854            2,541 
 Appropriations
 
 Transfer to Debenture 
 Redemption Reserve                               85               21
 
 Transfer to General Reserve                      41                -
 
 Dividend on Equity Shares                       286              256
 
 Tax on Dividend                                  46               44
 
 Balance carried over to Balance Sheet         3,396            2,220
 
 
 Financial Review:
 
 While the performance of the Company for the first nine months of
 2010-11 was decent, however the fourth quarter was impacted due to the
 Cricket World Cup as no blockbuster movies were released during the
 period. On an overall basis, the company has been able to demonstrate
 promising growth in revenues led by 7%-10% growth in ticket pricing and
 food & beverage realizations across the same stores.
 
 The success of big blockbuster movies like Rajneeti, Housefull and
 Dabangg boosted the film industrys fortune. Small Budget movies like
 Peepli Live, Phas Gaye Re Obama, Tanu Weds Manu among others also
 did well at the Box Office.
 
 During the financial year under review the total income of the Comapny
 were Rs. 360 Crores as compared to Rs. 280.6 Crores in 2009-10, up by
 28%. EBITDA for 2010-11, were Rs. 60.7 Crores as compared to Rs. 31.7
 Crores in 2009-10, up by 91%. Profit after Tax for 2010-11 was Rs. 16.3
 Crores as compared to Rs. 0.26 Crores in 2009-10.
 
 The company at present operates 33 properties with 142 screens in 18
 cities across the country. The company added 19 Screens at 3 locations
 i.e. Chennai, Ahmadabad and Lucknow in 2010-11. The Company had signed
 Agreements/MOUs for 75-80 screens for the coming financial year in
 different parts of the country including cities like Udaipur,
 Vijaywada, Delhi, Mysore, Bangalore, Bhopal, Pune etc. which will
 further boost the revenues and profitability of the company.
 
 The pipeline of the movies for FY 2011-12 looks exciting and the
 company expects its revenues to consolidate further on the strength of
 its properties in the best locations.
 
 The company expects that about 25-30 3D films that are expected to be
 released in financial year 2011-12, will fetch higher ticket prices.
 The company also has a plan to install digital IMAX theatre systems at
 its four locations in India. The first two of them would be installed
 within the next 12 months at Companys two multiplexes in Mumbai and
 Bangalore.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of 10% (Re. One per
 Equity Share) for the financial year ended March 31, 2011.
 
 Operations Review
 
 Kindly refer to Management Discussion & Analysis Report covered under
 Corporate Governance which forms part of this report.
 
 Subsidiaries
 
 As on March 31, 2011 the Company had three subsidiary companies namely
 M/s CR Retail Malls (India) Limited (CRR) a wholly owned subsidiary,
 M/s PVR Pictures Limited (PVR Pictures) and M/s PVR bluO Entertainment
 Limited (PVR bluO).
 
 CR Retail Malls (India) Limited (CRR)
 
 CR Retail Malls (India) Limited operates the 7 screen Multiplex at The
 Phoenix Mills Compound at Lower Parel, a prime retail and
 entertainment destination in Mumbai. CRR during the period 2010-11
 recorded an income of Rs. 28.65 Crores and a Net Profit of Rs. 4.06
 Crores.
 
 On 5th May, 2011, PVR Ltd. entered into an arrangement with JM
 Financial group of Companies for sale of equity shares of CRR. Under
 the terms of sale of entire equity share of CRR, PVR Ltd. has realized
 Rs. 100 Crores.  PVR has also entered into a lease agreement with CRR
 to continue to operate the multiplex property on a long term lease
 basis.
 
 PVR Pictures Limited (PVR Pictures)
 
 PVR Pictures is in the business of film production & distribution. The
 year under review was adversely impacted on account of poor performance
 of companys production Khelein Hum Jee Jaan Sey.  As a result the
 company incurred a loss of Rs. 22.18 Crores at PAT level during
 2010-11. The loss after excluding Minority Interest was Rs. 13.31
 Crores.
 
 Due to these losses both the investors i.e., JP Morgan Mauritius
 Holdings IV Limited and India Advantages fund (IAF) have shown their
 intention for exiting from the company. Your company (PVR Limited)
 has now decided to purchase balance 40% equity share capital of PVR
 Pictures Limited from the said two investors and pay Rs. 60 Crores
 i.e., Rs. 30 Crores to each of the said two Investors. Post acquisition
 of 40% share capital by PVR Limited, PVR Pictures Limited shall become
 a wholly owned subsidiary of your Company.
 
 The company is in the process of completing a movie Shanghai which is
 being directed by Dibakar Banerjee starring Abhay Deol and Emran Hashmi
 and is expected to be released in the third quarter of the FY 2011-12.
 
 PVR bluO Entertainment Limited (PVR bluO)
 
 PVR bluO in the financial year 2010-2011 earned a Net Revenue of
 Rs.14.27 Crores and a Profit after Tax of Rs. 2.08 Crores.
 
 Presently the company operates Indias largest bowling alley center in
 Ambience Mall, Gurgaon. The center has been able to establish itself as
 a premier leisure and entertainment destination for consumers in NCR.
 The Company has made a roadmap for expansion of its business and has
 plans to open additional 3-4 bowling centres in India in next 12
 months.
 
 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 2010-11.
 
 Particulars under Section 212 of the Companies Act, 1956
 
 The Ministry of Corporate Affairs, Government of India has granted a
 general exemption, for attaching the audited accounts of the
 subsidiaries in the Consolidated Accounts of the Company vide general
 circular no. 2/2011 dated 8th February, 2011.
 
 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 provisions of Clause
 49 of the Listing Agreement.
 
 A report on Corporate Governance, along with a Certificate from
 Practising Company Secretary is enclosed. A Certificate from Chairman
 cum Managing Director and CFO, confirming the correctness of the
 financial statements, adequacy of the internal control measures as
 enumerated in Clause 49 of the Listing Agreement are 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
 
 In accordance with the provisions of Sections 255 and 256 of the
 Companies Act, 1956 and Articles of Association of the Company, Mr.
 Vikram Bakshi and Mr. Sumit Chandwani, retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment. The Board recommends their re-appointment as Directors
 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.
 
 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, 2011 on a going concern basis.
 
 Group Companies
 
 Pursuant to the provisions under the Monopolies Restrictive Trade
 Practices Act, 1969, read with the relevant provisions under the
 Securities and Exchange Board of India (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997, (SEBI Regulations, 1997) and
 all other applicable laws, persons constituting group for availing of
 various exemptions from the applicability of the provisions of various
 Regulations under the SEBI Regulations, 1997, Income Tax Act, 1961 are
 given in the MDA.
 
 Buy Back of Companys own Equity Shares
 
 The Board of Directors in the meeting held on 27th May, 2011 approved
 buy back of Companys own Equity Shares from the Stock Exchanges for a
 sum not exceeding Rs. 26.21 Crores i.e., 10% of the paid up Equity
 Share Capital and Free Reserves at a price not exceeding Rs. 140 each
 equity share of face value of Rs. 10 each in accordance with the
 applicable provisions under the securities and exchange board
 of India Buy Back of Securities regulations 1998.
 
 Auditors Report
 
 The Statutory Auditors of the Company, M/s. S. R.  Batliboi & Co.,
 Chartered Accountants, Gurgaon, hold office until the conclusion of the
 ensuing Annual General Meeting of the Company and are eligible for
 re-appointment and have confirmed that their re- appointment if made,
 shall be within the limits of Section 224(1B) of the Companies Act,
 1956. The Board recommends the re-appointment of M/s S. R.  Batliboi &
 Co., Chartered Accountants as Statutory Auditors of the Company.
 
 The Auditors observations and the relevant notes on the accounts are
 self-explanatory and therefore, do not call for further comments.
 
 Change in Capital Structure and Listing of equity shares
 
 The Companys shares are listed on the National Stock Exchange of India
 Limited (NSE) and Bombay Stock Exchange Limited (BSE). During the year,
 14,60,112 Equity Shares of face value of Rs. 10 each were allotted to
 the Equity Shareholders of M/s Leisure World Private Limited on 8th
 September, 2010, pursuant to the Order of the Honble High Court of
 Delhi dated 19th August, 2010.
 
 Further 57,330 Equity Shares were allotted to employees of the Company
 on 31st August, 2010, 1st November, 2010, 30th November, 2010 and 6th
 January, 2011 against 57,330 options exercised by employees pursuant to
 Employees Stock Option Scheme of the company.
 
 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 (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.
 
 Acknowledgement
 
 Your Directors place on records their gratitude to the shareholders,
 customers/patrons, suppliers, collaborators, bankers, financial
 institutions and all other business associates and Central Government
 and State Government for the incessant support provided by them to the
 company and their confidence in its management.
 
 Your Directors also place on records their deep appreciation of the
 contribution made by the employees at all levels.
 
                                   For and on behalf of the Board
 
 Place: Gurgaon, Haryana                               Ajay Bijli
 
 Date: May 27th, 2011                       Chairman cum Managing
 
                                                         Director