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Directors Report of Phoenix Mills Ltd.

Mar 31, 2023

Your Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023 (“FY 2023”).

('' in million)

Standalone

Consolidated

Particulars

For the year ended March 31

For the year ended March 31

2023

2022

2023

2022

1

Revenue from Operations

4,765.15

2,835.89

26,383.45

14,834.76

2

Other Income

639.13

894.37

1,163.03

744.38

3

Total Revenue

5,404.28

3,730.26

27,546.48

15,579.14

4

Profit before Depreciation, Interest & Finance Charges, Exceptional Items and Tax

3,842.62

2,536.42

16,352.39

8,083.58

5

Less: Depreciation

306.54

286.64

2,278.13

1,858.54

6

Less: Interest & Finance Charges

658.20

636.07

3,411.83

2,944.57

7

Profit Before Tax and Exceptional Items

2,877.88

1,613.71

10,662.43

3,280.47

8

Add / (Less): Exceptional Items

4,84.40

2,330.91

6,051.96

9

Profit Before Tax

3,362.28

3,944.62

16,714.39

3,280.47

10

Less: Provision for Taxation:

11

Current Tax

460.59

224.00

2,069.23

792.27

12

Deferred Tax (including MAT credit entitlement)

(2.34)

21.86

(79.85)

8.35

13

Share of Profit / (loss) of associates / joint ventures (net)

50.66

202.19

14

Profit after Tax

2,904.03

3,698.77

14,775.67

2,682.04

15

Other comprehensive income/ (expenses)

(1.06)

(2.08)

(167.76)

112.82

16

Total Comprehensive Income for the year

2,902.97

3,696.69

14,607.91

2,794.86


OPERATING PERFORMANCE & KEY BUSINESS DEVELOPMENTS

The Phoenix Mills Limited, including its subsidiaries and group companies (‘PML Group’) is a leading developer and operator of retail-led mixed-use assets in India with completed development of over 20 msft spread across retail, hospitality, commercial office, and residential asset classes. PML Group now has an operational retail portfolio of about 8.8 msft of retail space spread across 10 operational retail destinations in 8 major cities of India (Mumbai, Bengaluru, Pune, Chennai, Lucknow, Indore, Ahmedabad and Bareilly). PML Group currently has an operational commercial office portfolio with gross leasable area of over 2 msft (in Mumbai and Pune), an exclusive residential project with saleable area of about 3.44 msft in Bangalore and two hotels - The St. Regis, Mumbai (395 keys) and Courtyard by Marriott, Agra (193 keys) in its portfolio.

PML Group currently has an under-development pipeline of four malls including Phoenix Mall of the Millennium at

Wakad in Pune, Phoenix Mall of Asia in Hebbal at Bangalore, retail developments in Kolkata and in Surat and is also undertaking retail expansion projects at its operational malls - Phoenix Palladium Mumbai and Phoenix MarketCity, Bangalore, which will take our operational mall portfolio from 8.8 msft to approximately 14 msft by FY 2027.

Apart from expansion of retail space, PML Group is also further densifying its retail-led mixed-use destinations with Grade A offices and has an under-development office portfolio of ~ 5 msft. This will take the commercial office portfolio from ~2 msft to ~7 msft by FY 2027.

PML Group is adding a Grand Hyatt Hotel at Whitefield, in Bengaluru (upto 400 keys) and this project is currently under planning.

Further, PML Group has a residential development of approximately 3.44 msft in Bengaluru, across two developments - Kessaku and One Bangalore West, of which approximately 2.83 msft is launched so far. The yet to be launched area pertains to Towers 8-9 at One Bangalore

West which the Company intends to launch at an opportune time. PML Group also has a premium residential project under development in Alipore, Kolkata with a saleable area of over 1 msft.

During the year, PML Group forayed into warehousing and now has a warehouse project under development at Sohna, of about 0.83 msft.

KEY ACQUISITIONS DURING THE YEAR:

During the year, your Company completed the acquisition of the balance 50% equity stake held in Classic Mall Development Company Limited (“CMDCL”) from Crest Ventures Limited (46.35%) and Escort Developers Private Limited (3.65%). Subsequent to this acquisition, CMDCL has become the wholly owned subsidiary of your Company. During the year, GIC (Singapore’s sovereign wealth fund), through Reco Zinnia Private Limited, (“RZPL”), completed its second tranche of investment of '' 400 crores across Offbeat Developers Private Limited (“ODPL”); which houses the mall Phoenix MarketCity, Mumbai and the commercial offices - Art Guild House and The Centrium, Vamona Developers Private Limited (“VDPL”) which houses the mall Phoenix MarketCity, Pune; and Graceworks Realty & Leisure Private Limited (“GRLPL”) which houses the commercial offices - Phoenix Paragon Plaza, on private placement basis by subscribing to the equity shares of each of the above mentioned subsidiaries of your Company. As a result of the aforesaid investment by GIC, your Company and GIC, through RZPL hold 67.10% and 32.90% respectively, of the paid-up equity share capital in ODPL, VDPL and GRLPL. During the year, GRLPL acquired 80% stake in Thoth Mall and Commercial Real Estate Private Limited (“Thoth”) and also invested '' 408 crores by subscribing to the Optionally Convertible Debentures of Thoth.

During the year, Canada Pension Plan Investment Board through its entity viz. CPP Investment Board Private Holdings (4) Inc. (“CPP Investment”) completed its second and final tranche of investment of '' 204 crores in Mindstone Mall Developers Private Limited (“Mindstone”), subsidiary of your Company, which houses the retail development in Kolkata, on private placement basis by subscribing to the equity shares of Mindstone . As a result of the aforesaid investment, your Company and CPP Investment hold 51% and 49% respectively, of the paid up equity share capital in Mindstone.

During the year, your Company acquired approximately 7.22 acres of prime land in the city centre in Surat for a total consideration of ~ '' 501 crores. The land parcel has a retail development potential of ~ 1 msft in Phase 1. The land has been acquired through Thoth, a step-down subsidiary of your Company. GRLPL which is a PML-GIC Joint Venture (“JV”) entity, owns 80% equity shareholding in Thoth and the balance 20% equity shareholding is held by Safal Constructions (India) Private Limited, the flagship development arm of the Ahmedabad based BSafal Group (“BSafal”). The acquisition of the land parcel has been funded by GRLPL and BSafal in their respective shareholdings as part of their overall equity commitment of '' 650 crores in Thoth.

During the year, Palladium Constructions Private Limited (PCPL), a wholly owned subsidiary of your company, completed the acquisition of a prime land parcel, admeasuring approx. 5.5 acres, in Alipore, Kolkata. PCPL acquired this land parcel at a consideration of '' 414.31 crores, including stamp duty to build a premium and luxury residential development of approximately 1 msft saleable area. PCPL plans to begin the development on this site in the immediate future.

During the year, your Company forayed into the logistics and warehousing business through its wholly owned subsidiary, Phoenix Logistics and Industrial Parks Private Limited (‘PLIPPL’). Janus Logistics and Industrial Parks Private Limited, (wholly owned subsidiary of PLIPPL) acquired a land parcel, admeasuring approximately 33 acres situated in Sohna, in the state of Haryana for a consideration of ~ '' 54 crores. This land parcel will be used for a warehouse development with gross leasable area of approximately ~ 0.83 msft.

During the year, Canada Pension Plan Investment Board through its entity viz. CPP Investment Board Private Holdings (4) Inc. (“CPP Investment”) completed its second tranche of investment of '' 160 crores in Plutocrat Commercial Real Estate Private Limited (“Plutocrat”), subsidiary of your Company which houses the under development commercial office towers “Rise” in Lower Parel, Mumbai, on private placement basis by subscribing to equity shares of Plutocrat. As a result of the aforesaid investment by CPP Investment and allotment of equity shares by Plutocrat, your Company and CPP Investment hold 59.74% and 40.26% respectively, of the paid-up equity share capital in Plutocrat. With a portfolio of over 20 msft of Retail, Residential, Commercial Offices and Hospitality assets spread over more than 100 acres of land, the Company is best positioned in the industry to serve the discerning customer base of India, one of the fastest growing economies in the world.

OPERATIONAL RETAIL MALL PORTFOLIO:

Your Company is considered a proxy to the urban Indian consumption story. During FY 2023, your Company witnessed the highest ever consumption in its retail malls at '' 92,481 million, 33% higher than FY 2020. Retail rental income for the full year came in at '' 13,125 million, which represents 29% growth over FY 2020 retail rental income figure. Retail EBITDA for FY 2023 stood at '' 13,306 million, which is a growth of 36% over FY 2020.

Leased Occupancy, Trading Occupancy and Trading Density across major malls saw a ramp up in FY 2023, compared to FY 2022 as shown in the table below:

Leased Occupancy

Trading Occupancy

Trading Density ('' psf pm)

Mar-22

Mar-23

Mar-22

Mar-23

FY 2022J

FY 2023

Phoenix Palladium, Mumbai

100%

99%

92%

91%

2,181

3,348

Phoenix MarketCity, Bangalore

98%

98%

90%

94%

1,746

2,420

Phoenix MarketCity, Pune

91%

97%

85%

90%

1,090

1,874

Phoenix MarketCity, Mumbai

95%

99%

86%

91%

773

1,259

Phoenix MarketCity and Palladium, Chennai

90%

96%

86%

90%

1,123

1,635

Phoenix Palassio, Lucknow

96%

99%

87%

95%

977

1,333

Phoenix Citadel, Indore (commenced operations on December 01, 2022)

NA

95%

NA

70%

NA

570

Palladium, Ahmedabad (commenced operations on February 26, 2023)

NA

93%

NA

43%

NA

1,185*

*Pertains to trading density for the month of March 2023

During the year under review, PML Group launched Phoenix Citadel in Indore on December 01, 2022. Phoenix Citadel, which is spread across a gross leasable area of ~1 msft, brings over 100 brands to Indore for the first time. This mall is an architectural marvel with spectacular musical fountains and interiors inspired from Italian architecture. With over 300 national and international brands, a dedicated entertainment zone spanning across 1,30,000 sq. ft. with a selfie park and courtyard, over 75 dining options including food court with 650 seating capacity, an 8-screen state-of-the-art INOX multiplex, this mall provides shopping, dining, and entertainment options under one roof and we envisage that this mall will establish itself as the district consumption hub in the Central India region going forward.

Trading Occupancy at Phoenix Citadel has ramped up consistently since launch, from 42% in December 2022 to 70% in March 2023 and the leased occupancy stood at 95% as of March 2023. Phoenix Citadel is the first retail mall in India, to receive the prestigious IFC Edge Advanced Green Building Certification and has also achieved the USGBC LEED Gold Certification.

During the year under review, PML Group also launched Palladium Ahmedabad on February 26, 2023. This mall marks our entry in Gujarat and is our first mall to be launched under our JV with BSafal Group. Palladium Ahmedabad is spread across a gross leasable area of ~ 750,000 sq. ft. with a carefully curated mix of over 250 national and international

brands and over 35 international brands launched for the first time in Ahmedabad. This mall also houses dedicated entertainment venues such as Fun City and Time Zone, over 50 exquisite dining options, spread across two floors and 9-screen state-of-the-art PVR multiplex. With a unique fagade that changes colours based on the reflection of the Sun and a wide range of luxury retail, hospitality and entertainment options, Palladium Ahmedabad is set to establish itself as a complete family destination in Ahmedabad.

OPERATIONAL COMMERCIAL OFFICES PORTFOLIO:

Total income for FY 2023 stood at '' 1,698 million, up by 7% Year on Year (YoY) and EBITDA stood at '' 984 million, which was flattish YoY. Strong leasing traction was seen during FY 2023 with gross leasing of ~431,000 sq. ft., of which ~281,000 sq. ft. was new leasing and ~150,000 sq. ft. was renewal leasing. Average occupancy for FY 2023 stood at 63%. Our commercial office portfolio continues to show a strong growth trajectory and with ~2.8 msft to be delivered over the current year and next year, this segment of the portfolio will boost the Company’s profit and cash generation.

OPERATIONAL RESIDENTIAL DEVELOPMENT:

The Company has observed strong traction in residential sales backed by robust demand for ready to move in premium inventory in post pandemic environment. Gross residential sales stood at '' 4,657 million for FY 2023 and collections stood at '' 3,686 million for FY 2023.

OPERATIONAL HOTELS PORTFOLIO:

At The St. Regis, Mumbai, total revenue from operations for the year was '' 4,042 million, with 31% growth over FY 2020. The marquee hotel clocked an average occupancy of 84% with an ARR of '' 14,851. Further, The St. Regis, Mumbai clocked its highest ever EBITDA Margin at 54% during FY 2023. Courtyard by Marriott generated revenue of '' 465 million with 72% occupancy and ARR of '' 4,795.

Overall, the year gone by has seen a significant improvement across the business segments of retail and hospitality while the office and residential portfolios continued to remain largely resilient and on a growth path. We continue to see good traction in the retail and the hotel business.

Your Company remains optimistic about the retail market in India and is looking forward to continue building consumption hubs in city centres offering a wide range of shopping, dining & entertainment experiences which cater to the rising aspirations of urban consumers for decades to come.

CAPITAL STRUCTURE

During the year under review, your Company has issued and allotted 49,250 and 40,278 Equity Shares having face value of '' 2 each to its eligible employees upon exercise of the vested options granted to the said employees under The Phoenix Mills Limited - Employee Stock Option Plan - 2007 and The Phoenix Mills Limited - Employee Stock Option Plan - 2018 respectively.

The paid-up equity share capital of the Company as at March 31, 2023 stood at '' 35,72,17,908/- comprising of 17,86,08,954 equity shares having face value of '' 2/- each.

DIVIDEND

The Board of Directors recommend a dividend of '' 5 per equity share i.e. 250% of the face value of '' 2.00/- each for the financial year ended March 31, 2023 as compared to '' 2.40 per equity share for FY 2022, subject to approval of the shareholders at the ensuing Annual General Meeting (“AGM”).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

The Company has not paid any Interim Dividend during the financial year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended (“Listing Regulations”), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend. During the financial year under review, there were no amendments in the Dividend Distribution Policy of the Company.

Subsequent to the year end, the Board of Directors at their meeting held on August 08, 2023 approved amendments in the Dividend Distribution Policy. The Dividend Distribution Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape. The amended Dividend Distribution Policy, is attached as Annexure I and forms part of this Report and can be accessed on the website of the Company at the weblink: https://www.thephoenixmills.com/investors.

TRANSFER TO RESERVES

The Board of Directors has not recommended to transfer any amount to General Reserve.

INVESTOR RELATIONS (‘IR’}

Your Company recognises the importance of building and maintaining strong relationships with shareholders and the investment community at large. The Company continuously strives for excellence in its IR engagement and ensures that effective, transparent and timely communication is maintained with the investment community.

Your Company engages with the investment community through structured quarterly conference calls, periodic investor/analyst interactions including one-on-one meetings, participation in investor conferences, analyst meetings and non-deal road shows (Domestic International) and audio/video interactions with investors. The collaterals used by the Company to facilitate communication include monthly operational business updates, quarterly results, presentations, press releases, case studies and investor calls. Critical updates and information about the Company, including audio and written transcripts of the quarterly conference calls are filed with the Stock Exchanges where the equity shares of the Company are listed; in a timely manner and are made readily available on the Company’s website.

The Company’s website has a repository of all published information such as annual reports, press releases, presentations and other statutory communications. The management of the Company uses the medium of Stock Exchange Disclosures to update Investors about key developments as and when required. In this way, your Company endeavours to keep all stakeholders of

the Company updated on the operational and financial performance and new developments.

During FY 2023, your Company participated in 12 Domestic Investor conferences and a Non-Deal Roadshow in Singapore. As on March 31, 2023, the Company was covered by analysts from 17 reputed domestic and international broking houses and continues to engage with other analysts to update them on the new developments of the Company.

DEPOSITS

Your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company had 25 direct subsidiaries, 9 indirect subsidiaries and 4 Associate Companies. During the year under review, the Company’s Board reviewed the affairs and performance of its subsidiaries on a quarterly basis. There has been no material change in the nature of the business of the subsidiaries.

During the year under review:

• As on March 31, 2022, Pallazzio Hotels & Leisure Limited (‘Pallazzio’) was a wholly owned subsidiary of the Company. With effect from April 19, 2022, Pallazzio ceased to be a wholly owned subsidiary of the Company pursuant to conversion of Compulsorily Convertible Debentures (‘CCDs’) held by the Company and Avinash Bhosale Infrastructure Private Limited into equity shares in accordance with the terms of the issuance of CCDs by Pallazzio. The Company holds 73% of the shareholding in Pallazzio and has become a subsidiary of your Company.

• Phoenix Digital Technologies Private Limited has been incorporated as a wholly owned subsidiary of your Company with effect from April 27, 2022.

• As on March 31, 2022, Classic Mall Development Company Limited (‘CMDCL’) was an associate company of your Company. During the year, your Company acquired entire shareholding of CMDCL whereby making it wholly owned subsidiary of your Company with effect from May 05, 2022.

• Bellona Hospitality Services Limited (‘BHSL’), wholly owned subsidiary of the Company, acquired 49.99% shareholding of Stratix Hospitality Private Limited (‘SHPL’) from its existing shareholders. Out of 49.99% shareholding acquired by BHSL, 23.99% shareholding was acquired by BHSL on May 27, 2022. Pursuant to said acquisition, SHPL became an associate company of BHSL. The balance 26% shareholding was acquired by BHSL on June 07, 2022. Post the said acquisition, BHSL holds 49.99% shareholding in SHPL.

• Your Company incorporated a wholly owned subsidiary in the name of Phoenix Logistics and Industrial Parks Private Limited on September 22, 2022. Further, Phoenix Logistics and Industrial Parks Private Limited acquired 100% shareholdings from existing shareholders of Janus Logistics and Industrial Parks Private Limited on January 16, 2023. Hence, Janus Logistics and Industrial Parks Private Limited has become an indirect wholly owned subsidiary of your Company with effect from January 16, 2023.

• As on March 31, 2022, Sparkle Two Mall Developers Private Limited (‘Sparkle Two’), indirect subsidiary of your Company was a wholly owned subsidiary of Island Star Mall Developers Private Limited (‘ISML’), subsidiary of your Company. During the year, your Company acquired 100% shareholding of Sparkle Two from ISML on March 16, 2023. Post this acquisition, Sparkle Two became a direct wholly owned subsidiary of your Company.

• As on March 31, 2022, Thoth Mall and Commercial Real Estate Private Limited (‘Thoth’) was a wholly owned subsidiary of your Company. With effect from December 15, 2022, your Company had transferred 80% of shareholding held by it in Thoth to Graceworks Realty & Leisure Private Limited (‘GRLPL’), subsidiary of your Company and balance 20% shareholding was transferred to Safal Constructions (India) Private Limited (‘Bsafal’). Pursuant to the said transfer, Thoth became a direct subsidiary of GRLPL and an indirect subsidiary of your Company.

Subsequent to year end:

Casper Realty Private Limited has been incorporated as a wholly owned subsidiary of your Company with effect from August 04, 2023.

As on the date of this report, your Company has 26 direct subsidiaries, 9 indirect subsidiaries and 4 Associate Companies.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial

statements of the Company’s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

MATERIAL SUBSIDIARIES

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company’s website and can be accessed at the weblink: https://www. thephoenixmills.com/investors in terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the Listing Regulations, 6 subsidiaries have been identified as ‘Material’, as per the criteria based on the Company’s Consolidated Financial Statements for FY 2023.

The Material Subsidiaries of the Company as identified are (1) Island Star Mall Developers Private Limited (2) Offbeat Developers Private Limited (3) Pallazzio Hotels & Leisure Limited (4) Plutocrat Commercial Real Estate Private Limited (5) Vamona Developers Private Limited and (6) Classic Mall Development Company Limited.

ASSOCIATE COMPANIES

As on March 31, 2023, the Company had 4 associate companies in accordance with the provisions of Section 2(6) of the Companies Act, 2013. Further, in accordance with the applicable Accounting Standards, Stratix Hospitality Private

Limited and Columbus Investment Advisory Private Limited are classified as associate companies for the purpose of consolidation of Financial Statements since, they are direct associate companies to the subsidiaries of your Company viz. Bellona Hospitality Services Limited and Market City Resources Private Limited, respectively.

A report on the performance and financial position of each of the subsidiary and associate companies are included in the Company’s Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2023 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor’s Report thereon forms part of this Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company and can be accessed at the weblink: https://www. thephoenixmills.com/investors.

CORPORATE ACTIONS AND RESTRUCTURING

The particulars of corporate actions or restructuring amongst subsidiaries and associate companies during FY 2023 are as mentioned below:

• As on March 31, 2022, Classic Mall Development Company Limited (‘CMDCL’) was an associate of your Company. On May 05, 2022, your Company acquired balance 50% equity shareholding of CMDCL from Crest Ventures Limited and Escort Developers Private Limited (a 100% subsidiary of Crest Ventures Limited), as per the details set out below:

Sr.

No.

Name of the Transferor Company

Number of Equity Shares held in CMDCL and acquired by the Company

% of Shareholding in CMDCL

Consideration ('' in crores)

1

Crest Ventures Limited

35,68,234

46.35%

867.71

2

Escort Developers Private Limited

2,80,824

3.65%

68.29

Total

38,49,058

50.00%

936.00

Subsequent to the completion of acquisition of aforementioned shares by the Company, CMDCL became a wholly owned subsidiary of the Company with effect from May 05, 2022.

• Your Company’s wholly owned subsidiary i.e. Bellona Hospitality Services Limited (‘BHSL’) entered into Securities Purchase Agreements (‘SPA’) and Shareholders Agreement (‘SHA’) dated May 27, 2022 to acquire 10,002 Equity Shares of Stratix Hospitality Private Limited (‘SHPL’) from its existing shareholders, as per the details set out below:

Name of the subsidiary which acquired the shares

No. of Shares of SHPL acquired by BHSL

% of shareholding of SHPL acquired by BHSL

Total Consideration (?)

Bellona Hospitality Services Limited

10,002

49.99%

50,00,000

Out of 49.99% shareholding acquired by BHSL, 23.99% shareholding was acquired by BHSL on May 27, 2022. Pursuant to said acquisition, SHPL became an associate company of BHSL with effect from May 27, 2022.

The balance 26.00% shareholding was acquired by BHSL on June 7, 2022. Post the said acquisition, BHSL holds 49.99% shareholding in SHPL.

Your Company and its subsidiaries, Offbeat Developers Private Limited (‘ODPL’), Graceworks Realty & Leisure Private Limited (‘GRLPL’) and Vamona Developers Private Limited (‘VDPL’) (‘hereinafter ODPL, GRLPL and VDPL are together referred to as PML Subsidiaries’), had entered into and executed the Definitive Agreements with GIC (Realty) Private Limited through its indirect wholly owned entity viz. Reco Zinnia Private Limited (“RZPL”) for an investment of '' 1,511 crores in two tranches on an aggregate basis across ODPL, GRLPL and VDPL by way of a combination of primary infusion and secondary purchase of equity shares.

Accordingly, RZPL had, in its first tranche of investment aggregating to '' 1,111 crores acquired a stake of 26.44% in each of the aforesaid subsidiaries through a combination of fresh equity issuance by subsidiaries and secondary purchase from your Company.

Subsequent to the completion of said first tranche investment by RZPL, your Company and RZPL held 73.56% and 26.44% respectively, of the paid-up equity share capital in each of the said PML subsidiaries.

Pursuant to the terms of the said Definitive Agreements, RZPL was entitled to further increase its equity holding upto the range of 32.80% to 35.91% in each of the aforesaid PML Subsidiaries, subject to fulfilment of the terms mentioned in the Definitive Agreements.

Your Company, RZPL and each of PML Subsidiaries viz. ODPL, GRLPL and VDPL, executed an Additional Subscription Agreement dated June 10, 2022, pursuant to which RZPL, on June 30, 2022, completed its second tranche of investment of '' 400 crores across ODPL, GRLPL and VDPL on private placement basis by subscribing to the equity shares of each of the PML Subsidiaries as per the details set out below.

Sr.

Name of the Subsidiary(ies)

Primary Issuance

No.

No. of Shares issued

Amount invested by

and allotted to RZPL

RZPL (in '')

1

Offbeat Developers Private Limited

1,02,79,236

218,78,54,258

2

Vamona Developers Private Limited

86,38,286

149,43,62,135

3.

Graceworks Realty & Leisure Private Limited

8,849

31,77,83,607

Total

400,00,00,000

As a result of the aforesaid investment by RZPL and allotment of shares by respective PML Subsidiaries, the Company and RZPL hold 67.10% and 32.90% respectively, of the paid up equity share capital in each of the PML Subsidiaries.

• Your Company, Graceworks Realty & Leisure Private Limited (‘GRLPL’) a subsidiary Company, Thoth Mall and Commercial Real Estate Private Limited (‘Thoth’), a wholly owned subsidiary of the Company and Safal Constructions (India) Private Limited (‘BSafal’), on December 15, 2022 entered into and executed a Securities Purchase Agreement (“SPA”).

Pursuant to the execution of the said SPA, your Company transferred 80% of its equity shareholding held by it in Thoth to GRLPL and balance 20% equity shareholding to BSafal as per the details set out below:

Sr.

No.

Name of wholly owned subsidiary company whose shares were transferred

Name of Transferee

No. of shares transferred having a face value of '' 10 each

Equity Stake (%)

Consideration

o

1.

Thoth Mall and Commercial Real Estate Private Limited

Graceworks Realty & Leisure Private Limited

40,000

80%

4,00,000

2.

Thoth Mall and Commercial Real Estate Private Limited

Safal Constructions (India) Private Limited

10,000

20%

1,00,000

50,000

100%

5,00,000

Consequent to the transfer of said equity shareholding, Thoth ceased to be a direct wholly owned subsidiary of the Company and become a direct subsidiary of GRLPL and a step-down subsidiary of the Company.

Your Company, Canada Pension Plan Investment Board through its entity viz. CPP Investment Board Private Holdings (4) Inc. (‘CPP Investment’) and Mindstone Mall Developers Private Limited, (‘Mindstone’), a subsidiary company, on May 28, 2021 executed Securities Subscription Agreement (“SSA”) and Shareholders Agreement (‘SHA’) for investment of '' 384 crores by CPP Investment in two tranches through a mix of Compulsorily Convertible Debentures (CCDs) and equity shares, subject to fulfillment of the terms and conditions contained in the definitive agreements.

The CPP Investment had completed its first tranche of investment in Mindstone on private placement basis aggregating to '' 180 crores by subscribing to 11,682 Equity Shares having face value of '' 10 at a premium of '' 2,940.5535 per Equity Share amounting to '' 3.45 crores and 17,65,53,164 Compulsorily Convertible Debentures- Series B having face value of '' 10 each at par, amounting to '' 176.55 crores.

Subsequent to the completion of said first tranche investment by CPP Investment, your Company and CPP Investment held 74.90% and 25.10% respectively, of the paid-up equity share capital in Mindstone. Pursuant to the terms of the said SHA, CPP Investment was entitled to further increase its equity holding upto 49% of the paid-up share capital of Mindstone subject to fulfilment of the terms mentioned in the SHA.

CPP Investment, on November 16, 2022, completed its second and final tranche of investment in Mindstone on private placement basis aggregating to '' 204 crores by subscribing to 21,809 Equity Shares having face value of '' 10/- each at a premium of '' 93,529.36 per Equity Share.

As a result of the aforesaid investment by CPP Investment and allotment of shares by Mindstone, the Company and CPP Investment hold 51.00% and 49.00% respectively, of the paid up equity share capital in Mindstone.

• Your Company’s wholly owned subsidiary namely i.e. Phoenix Logistics and Industrial Parks Private Limited (‘PLIPPL’) acquired 100% equity shares of Janus Logistics and Industrial Parks Private Limited (‘Janus’) pursuant to a Share Purchase Agreement (‘SPA’) dated January 16, 2023 for an aggregate consideration of '' 26.03 crores.

Accordingly, Janus became a wholly owned subsidiary of PLIPPL and a step down wholly owned subsidiary of your Company with effect from January 16, 2023.

• Your Company, Canada Pension Plan Investment Board through its entity viz. CPP Investment Board Private Holdings (4) Inc. (‘CPP Investment’) and Plutocrat Commercial Real Estate Private Limited (‘Plutocrat’), a subsidiary company, on October 27, 2021 executed Securities Subscription and Purchase Agreement (“SSPA”) and Shareholders Agreement (‘SHA’) for investment of '' 1,350 crores by CPP Investment in multiple tranches, through a combination of primary and secondary investments, subject to fulfillment of the terms and conditions contained in the definitive agreements.

The CPP Investment had completed its first tranche of investment in Plutocrat aggregating to '' 787 crores through a combination of fresh equity subscription, and acquisition of existing shares from the Company. Subsequent to the completion of said first tranche investment by CPP Investment, your Company and CPP Investment held 64.10% and 35.90% respectively, of the paid-up equity share capital in Plutocrat. Pursuant to the terms of the said SHA, CPP Investment was entitled to further increase its equity holding upto

49.00% of the paid-up equity share capital of Plutocrat, subject to fulfillment of the terms mentioned in the SHA.

CPP Investment, on March 27, 2023, completed its second tranche of investment in Plutocrat on private placement basis aggregating to '' 160 crores by subscribing to 1,109 equity shares having face value of '' 10/- each at a premium of '' 14,42,731.21 per equity share.

As a result of the aforesaid investment by CPP Investment and allotment of shares by Plutocrat, the Company and CPP Investment hold 59.74% and 40.26% respectively, of the paid up equity share capital in Plutocrat.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the representations received and after due enquiry, your directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding

of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions. The Company has revised the policy to include changes based on SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022 effective from April 01, 2022 and the revised policy was approved by the Board at its meeting held on February 07, 2022 and the same can be accessed on the Company''s website at the weblink: https ://www. thephoenixmills.com/investors.

All related party transactions entered into during FY 2023 were on arm''s length basis and in the ordinary course of business.

The Audit Committee had approved all related party transactions for FY 2023 and provided omnibus approval with respect to estimated transactions for FY 2024.

During the year under review, your Company/subsidiaries has entered into material related party transactions as approved by the Members under Regulation 23 of the Listing Regulations.

The Company has not entered into material related party transactions as per the provisions of the Companies Act, 2013. Therefore, the disclosure of the related party transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2023 and hence, does not form part of this report.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during FY 2023, is given under Note 41 of the Notes to Accounts annexed to Standalone Financial Statements, which forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirement), Regulations 2015 read with SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, new reporting requirements on ESG parameters were prescribed under “Business Responsibility and Sustainability Report” (‘BRSR'') . The BRSR seeks disclosure on the performance of the Company against nine principles of the “National Guidelines on Responsible Business Conduct''

(‘NGRBCs''). As per the aforesaid SEBI Circular, filing of BRSR for FY 2023 is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended March 31, 2023, the Business Responsibility and Sustainability Report in the prescribed format forms part as a separate section of this Annual Report.

CREDIT RATING

Your Company enjoys a strong credit rating which denotes a high degree of safety regarding timely servicing of financial obligations. During the year under review, the Company took rating from two credit rating agencies for its Term Loan of '' 1,150 crores from:-

1. CRISIL Limited (‘CRISIL'') assigned a long-term rating of “CRISIL AA-/ Stable” for '' 400 crores and;

2. India Ratings and Research Private Limited (‘India Ratings'') reaffirmed the long-term rating of “IND AA-/ Stable” for '' 750 crores

Both the said rating agencies have, for evaluation purposes, considered the total debt of the Company. The Company also enjoys the highest credit rating of “IND A1 ” for Commercial Paper issuance of '' 100 crores.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Messrs DTS & Associates LLP, Chartered Accountants (Firm Registration No. 142412W), were reappointed as Statutory Auditors of the Company at the 117th AGM held on September 20, 2022 , to hold office till the conclusion of the 122nd AGM to be held in the year 2027.

Messrs DTS & Associates LLP, has furnished a certificate of their eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014, for their continuance as the Statutory Auditors of the Company for the FY 2024. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The authorized representatives of the Statutory Auditors'' were present at the 117th AGM of the Company held on September 20, 2022.

Report of Statutory Auditor

The report of the Statutory Auditor on the Financial Statements of the Company for FY 2023 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31, 2023 has been annexed to this Board Report as Annexure II and forms part of the Annual Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations read with SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 and NSE Circular Ref No: NSE/ CML/2023/30 dated April 10, 2023, the Company has undertaken an audit for the FY 2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai has been submitted to the Stock Exchanges within the prescribed timelines and has been annexed to this Board Report as Annexure III and forms part of the Annual Report.

The report of Secretarial Auditor and Annual Secretarial Compliance Report do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s) or modified opinion(s).

Secretarial Audit of Material Unlisted Indian Subsidiaries

In terms of Regulation 24A of the Listing Regulations, Secretarial Audit Reports of material subsidiaries of the Company identified as such for FY 2023 given by their respective Secretarial Auditors in Form No. MR-3 for the financial year ended March 31, 2023 have been annexed to this Board Report as Annexure IV and forms part of the Annual Report and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s) or modified opinion(s).

Internal Auditors

For FY 2023, the Board of Directors had appointed Messrs. N. A. Shah Associates Advisory Services LLP, Chartered Accountants as Internal Auditors of the Company for FY 2023 and term of office of the said Auditors had expired

on March 31, 2023. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year. Due to some internal restructuring, Messrs. N. A. Shah Associates Advisory Services LLP, Chartered Accountants had expressed their inability to continue as the internal auditor of the Company.

The Board of Directors, on the recommendation of the Audit Committee, at their meeting held on May 24, 2023 appointed Messrs. N. A. Shah Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2024.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Fraud Reporting

During the year under review, none of the Auditors of the Company have reported any instances of frauds committed in the Company by its Officers or Employees as specified under Section 143(12) of the Companies Act, 2013.

Particulars of Loans, Guarantees, Investments and Securities

As the Company falls under the definition of infrastructural facilities as specified under Schedule VI read with Section 186 of the Companies Act, 2013 particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loans or guarantees or securities is proposed to be utilised by the recipient of loans or guarantees or securities as required to be disclosed in the financial statements for the year ended March 31, 2023 in terms of Section 186(4) of the Act, are not applicable to the Company.

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished in Note 38 of the Notes to Accounts annexed to Standalone Financial Statements, which forms part of this Annual Report.

BOARD, COMMITTEES OF THE BOARD & KEY MANAGERIAL PERSONNEL

Board

The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the

meetings and preparation. In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on the date of this report, the Board of Directors comprises of 12 Directors, out of which 7 are Independent Directors. The composition of the Board complies with the requirements prescribed in the Listing Regulations.

PARTICULARS OF CHANGES TO THE BOARD Appointment/Re-appointment

There were no appointments/re-appointments of directors on the Board of the Company during the FY 2023. Subsequent to the closure of Financial Year under review, the Board of Directors of your Company at its meeting held on August 08, 2023, based on the recommendation of the Nomination and Remuneration Committee, has approved the following appointments/re-appointment, subject to approval of Members of the Company at the ensuing Annual General Meeting:

1. Re-appointment of Mr. Rajendra Kalkar (DIN: 03269314) as a Whole-time Director for another term of 5 years with effect from December 10, 2023 to December 09, 2028 (both days inclusive).

2. Appointment of Ms. Rashmi Sen (DIN: 05206417) as a Whole-time Director of the Company for a term of 5 years with effect from August 08, 2023 to August 07, 2028 (both days inclusive).

3. Appointment of Mr. Anand Khatau (DIN: 03225544) as an Additional and Independent Director for the first term of 5 years with effect from August 08, 2023 to August 07, 2028 (both days inclusive).

4. Appointment of Dr. Archana Hingorani (DIN: 00028037) as an Additional and Independent Director for the first term of 5 years with effect from August 08, 2023 to August 07, 2028 (both days inclusive).

5. Appointment of Mr. Sumeet Anand (DIN: 00793753) as an Additional and Independent Director for the first term of 5 years with effect from August 08, 2023 to August 07, 2028 (both days inclusive).

Cessation

During the year under review, there have been no cessations on the Board of Directors.

Directors liable to retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Rajesh Kulkarni, Director, who retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other

directorships and committee memberships are given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and the Secretarial Standards.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”), Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA). All the Independent Directors of the Company, except Mr. Anand Khatau and Mr. Sumeet Anand are exempted from the requirement of appearing for Online Proficiency Self-Assessment test. Based on the confirmation / disclosures received from the Directors, the following Non-executive Directors are Independent as on March 31, 2023:

1. Mr. Amit Dabriwala

2. Mr. Amit Dalal

3. Mr. Sivaramakrishnan Iyer

4. Ms. Shweta Vyas

In addition to the above, following confirmations / disclosures were received from the Directors, the following Non-executive Directors are Independent as on August 08, 2023:

1. Mr. Anand Khatau

2. Dr. Archana Hingorani

3. Mr. Sumeet Anand

The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company at https://www.thephoenixmills.com/investors.

Number of Meetings of the Board of Directors

During FY 2023, the Board of Directors of the Company met 4 (four) times, for which due notices and notes to agenda were provided to the Directors in accordance with the Secretarial Standard on Meetings of the Board. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to take an informed decision. Further, the meetings have complied with the requirements of quorum as prescribed in the Companies Act, 2013 and the Listing Regulations, and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Annual General Meeting (‘AGM’)

The 117th AGM of the Company was held on September 20, 2022 through video conferencing.

The details of the Board meetings and AGM are mentioned in the Corporate Governance Report which forms a part of this Report.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 14, 2023 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company’s Management and the Board which is necessary to effectively and reasonably perform and discharge their duties.

Committees of the Board

The Board of Directors have constituted the following Committees of the Board in accordance with the requirements of the Companies Act, 2013, Listing Regulations and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

1. Audit Committee

2. Nomination & Remuneration Committee (“NRC”)

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility and Sustainability (“CSR&S”) Committee

5. Risk Management Committee

6. Compensation Committee

7. Finance and Investment Committee

The details pertaining to constitution, composition, key terms of reference, number of meetings held during

FY 2023, etc. are mentioned in the Corporate Governance Report, which is a part of this Report.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. The Audit Committee comprises of Mr. Amit Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. All the recommendations of the Audit Committee were accepted by the Board. The composition, scope and terms of reference of the Audit Committee are detailed in the Corporate Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND CHAIRMAN

In terms of provisions of Section 134(3)(p) of the Companies Act, 2013 and pursuant to Regulation 17(10) of the Listing Regulations, the Board, on the recommendation of NRC, has formulated an Annual Evaluation Policy (‘Evaluation Policy’) which specifies the criteria for evaluation of Independent Directors and the Board of Directors.

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the Listing Regulations. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of Board processes, obligations and governance. The performance evaluation was carried out based on responses received from the Directors.

In a separate meeting, the performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of other Non-executive Directors.

The outcome of the performance evaluation of the Board for the year under review was discussed by the Board at its meeting held on May 24, 2023. The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The evaluation exercise for the financial year 2023 concluded that the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory.

All Directors expressed satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company. The Director is also explained in detail the compliance required from him under Companies Act, 2013 and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The details of the familiarisation programme for Directors are available on the Company’s website and can be accessed at the weblink: https://www.thephoenixmills.com/investors.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

EMPLOYEESKey Managerial Personnel

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Shishir Shrivastava - Managing Director

• Mr. Anuraag Srivastava - Chief Financial Officer

• Mr. Gajendra Mewara - Company Secretary

There were no changes to the Key Managerial Personnel during FY 2023.

Employee Stock Option Scheme (‘ESOP’)

The Board of Directors have constituted an Employee Stock Option Scheme (“ESOP”) as a way of rewarding its high performing employees. The Company had granted stock options to eligible employees under The Phoenix Mills Employees Stock Option Plan (‘PML ESOP PLAN 2007’). The PML ESOP PLAN 2007 had expired on January 30, 2018. Subsequently, the Company had formulated “The

Phoenix Mills Limited Employee Stock Option Plan 2018” (‘PML ESOP PLAN 2018’), which was approved by the shareholders on May 11, 2018. During the year under review, your Company has also granted stock options to eligible employees under PML ESOP PLAN 2018.

There have been no material changes to the above Schemes and these Schemes are in compliance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’). Details pertaining to stock options granted and equity shares issued under PML ESOP PLAN 2007 and PML ESOP PLAN 2018 during FY 2023 as required under part F of ESOP Regulations are available on the Company’s website and can be accessed at the weblink: https://www. thephoenixmills.com/investors. No employee was granted stock options under PML ESOP PLAN 2007 and PML ESOP PLAN 2018, during the year equal to or exceeding 1% of the issued capital.

The Certificate from Messrs Rathi & Associates, Secretarial Auditor of the Company as required under ESOP Regulations, 2021 confirming that the Company’s PML ESOP PLAN 2007 and PML ESOP PLAN 2018 have been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company is provided as Annexure V to this Report.

Particulars of Employees and related disclosures

Disclosure with respect to the percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) to the median of employees’ remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI to this Report.

The details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours till the date of AGM and shall be made available to any Shareholder on request. Such details are also made available on the Company’s website and can be accessed at the weblink https://www.thephoenixmills.com/ investors. Members interested in obtaining copy of the same may send an email to the Company at investorrelations@ phoenixmills.com.

Nomination and Remuneration Policy and criteria for determining attributes, qualification, independence and appointment of Directors

The NRC has formulated a policy on Directors’ appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees (‘Nomination and Remuneration Policy’). The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of Directors.

Regarding compensation of Directors, the Policy provides that the same shall be determined by the Nomination and Remuneration Committee and recommended to the Board for its approval. The compensation would also be subject to approval of shareholders, wherever necessary. The same would also be subject to ceilings as provided under the Companies Act, 2013.

Subsequent to the year end, the Board of Directors at their meeting held on August 08, 2023, approved the amendment in the Nomination and Remuneration Policy. The Nomination and Remuneration Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape. The amended Nomination and Remuneration Policy has been uploaded on the website of the Company and can be accessed at https://www.thephoenixmills.com/investors.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, your Directors hereby confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed and no material departures have been made from the same;

b. In consultation with Statutory Auditor, accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

d. Annual accounts have been prepared on a going concern basis;

e. Adequate Internal Financial Controls have been laid down to be followed by the Company and such Internal Financial Controls were operating effectively during the financial year ended March 31, 2023;

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended March 31, 2023.

GOVERNANCE Corporate Governance

Your Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Companies Act, 2013 and the Listing Regulations. A detailed Report on Corporate Governance, in terms of Schedule V of the Listing Regulations, is presented separately and forms part of the Annual Report.

Further, a Certificate from Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai, confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the Listing Regulations is appended as Annexure VII to this Report.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviours of any form. The Code has been uploaded on the website of the Company and can be accessed at https:// www.thephoenixmills.com/investors. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Subsequent to the year end, the Board of Directors at their meeting held on August 08, 2023, approved the amendment in the Code of Conduct. The Code of Conduct was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape.

Vigil Mechanism

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns. The Company has a Whistle-blower Policy to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Company’s Code of Conduct. The policy also provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy also enables the employees to report concerns relating to leak or suspected leak of Unpublished Price Sensitive Information. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

Subsequent to the year end, the Board of Directors at their meeting held on August 08, 2023, approved the amendment in the Whistle Blower Policy. The Whistle Blower Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape. The amended Whistle Blower Policy, is available on the Company’s website and can be accessed on the website of the Company at the weblink: https://www.thephoenixmills. com/investors.

Prevention of Sexual Harassment of Women at Workplace

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, the Company has formed an Internal Committee (‘IC’) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

During the year under review, no complaints in relation to sexual harassment at workplace have been reported. Awareness workshops, online module, webinars and training programmes are conducted across the Company to sensitize employees to uphold the dignity of their colleagues at workplace especially with respect to prevention of sexual harassment.

Risk Management

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification of risks, including cyber security and related risks and minimisation procedures. The Company has a robust organisational structure for managing and reporting on risks.

Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors have also constituted the Risk Management Committee of the Board, details of which are mentioned in the Corporate Governance Report. The composition of the Committee is in conformity with the Listing Regulations, as amended, with all members being Directors of the Company. The Risk Management Committee is, inter alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis.

In the Board’s view, there are no material risks, which may threaten the existence of the Company.

The details of composition of the Risk Management Committee and its terms of reference, is provided in Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (‘CSR’) Committee. As on the date of this report, the Committee comprises of Mr. Atul Ruia as the Chairman of the Committee and Mr. Shishir Shrivastava and Ms. Shweta Vyas as members of the (‘CSR’) Committee.

In order to assess and review the sustainability agenda of your Company, The Board of Directors have amended the terms of reference of the Corporate Social Responsibility (CSR) Committee to include sustainability areas as part of the terms of reference of the CSR Committee and consequently changed its nomenclature to Corporate Social Responsibility and Sustainability (‘CSR&S’) Committee.

The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and any amendments thereto, recommendation on amount of expenditure to be incurred towards CSR activities as enumerated in Schedule VII of the Companies Act, 2013 and referred to in the CSR Policy of the Company, and also to monitor the CSR Policy from time to time and recommending Annual Action Plan for CSR Activities.

The CSR&S Committee of the Company shall be responsible for providing direction to the management on formulation of ESG strategy and monitoring the Company’s progress and performance on its long-term ESG commitments and targets.

CSR Policy

The Board of Directors of the Company has also adopted and approved a CSR Policy based on the recommendation of the CSR&S Committee which is being implemented by the Company.

Subsequent to the year end, the Board of Directors at their meeting held on August 08, 2023, approved the amendment in the CSR Policy. The CSR Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape. The amended CSR Policy of the Company along with CSR Annual Action Plan is available on the Company’s website and can be accessed at the weblink https://www.thephoenixmills.com/investors.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for the FY 2023 in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during financial year 2023, is annexed as Annexure VIII of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. However, your Company consciously makes all efforts to conserve energy across all its operations.

The details of Foreign Exchange earnings and outgo are as mentioned below:

Total Foreign Exchange Earnings - NIL Total Foreign Exchange Outgo - '' 40.58 Million

SECRETARIAL Annual Return

As per the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and is available at https://www.thephoenixmills. com/investors.

Compliance with Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by the Company.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

During FY 2023, no orders have been passed by any Regulator or Court or Tribunal which could have an impact on the Company’s going concern status and the Company’s operations in future.

Material Changes and Commitments, if any, affecting Financial Position of the Company

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the Financial Year of the Company and date of this Report.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis describing the Company’s objectives, estimates and expectations may constitute “forward looking statements” within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

General

Your Directors state that no disclosures or reporting(s) are required in respect of the following items, as there were no transactions/events related to these items during the year under review:

i. Change in nature of business of the Company;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of sweat equity shares to employees of the Company under any scheme;

iv. Voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company; and

v. There was no one time settlement of loan obtained from the Banks or Financial Institutions.

Further, your Directors confirm that no application has been filed against the Company before any bench of the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year under review or as on the date of this report.

Integrated Report

Integrated Reporting has been a great tool for exploring value creation as the corporate landscape quickly evolves. To help the Members make informed decisions

and gain a better understanding of the Company’s longterm perspective, the Company has voluntarily released Integrated Report, which includes both financial and nonfinancial information. The Report also discusses topics including organisational strategy, governance structure, performance, and prospectus of value creation.

The Company is committed on delivering more authentic, comprehensive, and meaningful information about every facet of the Company’s performance through its integrated reporting.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and

Development Authorities connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the Retailers, suppliers, subcontractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors For The Phoenix Mills Limited

Atul Ruia

Chairman DIN: 00087396

Date : August 08, 2023 Place : Mumbai


Mar 31, 2022

Your Directors are pleased to present their Report together with the Audited Financial Statements of The Phoenix Mills Limited (''the Company'') for the Financial Year ended March 31, 2022.

(C in Million)

Standalone

Consolidated

Particulars

For the year ended March 31

For the year ended March 31

2022

2021

2022

2021

1 Revenue from Operations

2,835.89

2,37748

14,834.76

10,450.09

2 Other Income

894.37

2,975.94

744.38

922.86

3 Total Revenue

3,730.26

5,353.41

15,579.14

11,372.94

4 Profit before Depreciation, Interest & Finance Charges, Exceptional Items and Tax

2,536.42

4,210.45

8,083.58

5,864.74

5 Less: Depreciation

286.64

423.75

1,858.54

2,094.35

6 Less: Interest & Finance Charges

636.07

625.86

2,944.57

3,478.14

7 Profit Before Tax and Exceptional Items

1,613.71

3,160.84

3,280.47

292.25

8 Add / (Less): Exceptional Items

2,330.91

-

-

-

9 Profit Before Tax

3,944.62

3,160.84

3,280.47

292.25

10 Less: Provision for Taxation:

Current Tax

224.00

244.36

792.27

584.60

Deferred Tax (including MAT credit entitlement)

21.86

(4.42)

8.35

(631.39)

11 Share of Profit / (loss) of associates / joint ventures (net)

-

-

202.19

138.39

12 Profit after Tax

3,698.77

2,920.90

2,682.04

47743

13 Other comprehensive income/ (expenses)

(2.08)

1.84

112.82

326.37

14 Total Comprehensive Income for the year

3,696.69

2,922.74

2,794.86

803.80


Operating Performance & Key Business Developments

Your Company today is one of the largest retail-led real estate Company in India. It has 9 operational retail assets with a leasable area of 6.9 Million Square Feet (''msft'') in Mumbai, Bengaluru, Chennai, Pune, Lucknow and Bareilly. Apart from retail, your Company has 2.0 msft of rent generating office portfolio in Mumbai and Pune, and two hotels - The St. Regis, Mumbai and Courtyard by Marriott, Agra. With a portfolio comprising of over 19 msft of Retail, Residential, Commercial and Hospitality assets spread over more than 100 acres of land, the Company is best positioned in the industry to serve the people of India, one of the fastest growing economies in the world. Our mixed-used model of development gives us a 5-6 years head start in building top quality assets in the key gateway cities of India.

The Company is a proxy to the great Indian Consumption story. Despite the impact of COVID-19 on the retail rental business, consumption across all malls stood at C 50.1 billion in FY22 and was at 71% of FY20. Retail rental income for the full year came in at C 7,967 million, which is 78% of FY20 rental income figure.

For the commercial office business in FY22, commercial office revenues came in at C 1,580 million, up 22% Year on Year (YoY). Our commercial office portfolio continues to remain resilient despite the pandemic. FY22 office income has benefited from rental contribution from Fountainhead Tower 2.

Your Company has a residential portfolio of approximately 3.44 msft in Bengaluru, of which it has launched approximately 2.83 msft. The yet to be launched area pertains to Towers 8-9 at One Bangalore West which the Company intends to launch at an opportune time. The Company has observed strong traction in residential sales backed by robust demand for ready to move in inventory in post pandemic environment. Your Company sold and registered agreements for inventory worth ~ C 1,880 million during FY22. Your Company also recorded additional sales of ~ C 1,535 million during FY22 for which registration is yet to be completed, which will take our cumulative sales figure to ~ C 3,415 million during FY22.

Overall, the year gone by has seen a significant improvement across the impacted business segments of retail and hospitality despite challenges faced due to the delta wave in the first half of FY22 and omicron wave

in the month of January 2022, while office and residential portfolios continued to remain largely resilient. As the situation normalizes, we are seeing good traction in retail and hotel business and are hopeful of improved business prospects going ahead.

At The St. Regis, Mumbai, total income for the year was C 1,465 million, 124% growth over previous year. The hotel clocked an average occupancy of 59% with an ARR of C 7,306/-. Courtyard by Marriott generated revenue of C 264 million with 48% occupancy and ARR of C 3,686/-.

During the year under review, your company formed another retail platform with GIC. Phoenix Marketcity Mumbai, Phoenix Marketcity Pune & commercial assets forming part of the Kurla development namely Art Guild House, Phoenix Paragon Plaza and Centrium were PML''s contribution to the platform. GIC invested C 1,111 cr for a 26.4% stake in the respective SPVs. GIC''s stake is likely to go upto 33-35% in these SPVs once additional amount of C 4,000 mn is called.

During the year under review your Company and Canada Pension Plan Investment Board (''CPP Investments'') announced a new joint venture to develop an office-led mixed-use asset in Lower Parel, Mumbai. The asset forms part of a larger mixed-use development at Phoenix Palladium, Mumbai. CPP Investments will commit to investing approximately C 1,350 million in tranches, for an ultimate equity stake of 49% in Plutocrat Commercial Real Estate Private Limited (''PCREPL''), a subsidiary of your Company, the entity that will own the asset. With the funds invested by CPP Investments and Company, PCREPL will develop office space with a potential leasable area of approximately 1 million sq. ft. and flagship retail space with a potential leasable area of approximately

0.2 million sq. ft. The target completion date for the development is 2026. The office-led mixed-use asset will complement the existing retail development at Phoenix Palladium, Mumbai and The St. Regis, Mumbai hotel.

Subsequent to year end, your Company completed acquisition of the balance 50% equity stake in Classic Mall Development Company Limited (''CMDCL''), from Crest Ventures Limited (''Crest'') and Escort Developers Private Limited (''Escort''), a 100% subsidiary of Crest. Prior to this, your Company owned 50% in CMDCL and the balance 50% was owned by Crest (46.35%) and Escort (3.65%). Consequent to the acquisition, CMDCL has become a wholly owned subsidiary of your Company. Your Company has paid C 9,360 million to acquire the 50% stake held by Crest and Escort. Your Company has funded the acquisition by way of internal accruals and cash on balance sheet. This transaction is a testament to our strategy to prudently deploy capital and consolidate stakes where your Company feels the investment is value accretive.

The current pipeline of under construction malls include Phoenix Millennium at Wakad in Pune, Phoenix Citadel in Indore, Mall of Asia in Hebbal, Bengaluru, Palladium in Ahmedabad and retail development in Kolkata which will take up our portfolio to approximately 13 msft.

Phoenix Millennium, Phoenix Mall of Asia, Phoenix Citadel, Palladium Ahmedabad and Retail Asset in Kolkata are owned and are being developed by our subsidiaries

namely Alyssum Developers Private Limited, Sparkle One Mall Developers Private Limited, Insight Mall Developers Private Limited, SGH Realty LLP and Mindstone Mall Developers Private Limited respectively. Your Company''s strategy is to keep adding at least a million square feet of retail to our portfolio every year post FY25.

The rising aspirations and increase in per capita income of Indian people continues to inspire the Company. Your Company remain optimistic about the retail market in India despite the transient impact of the pandemic and look forward to create shopping, dining & entertainment destinations in different cities to cater to the rising aspirations of urban consumers for many years to come.

Capital Structure

During the year under review, your Company has issued and allotted 3,78,250 Equity Shares having face value of C 2/- each to its eligible employees upon exercise of the vested options granted to the said employees under The Phoenix Mills Limited - Employee Stock Option Plan - 2008.

Additionally, your Company allotted 62,70,000 Equity Shares to shareholders of Phoenix Hospitality Company Private Limited consequent to its amalgamation with the Company becoming effective from January 11, 2022.

The paid-up equity share capital of the Company as at March 31, 2022 stood at C 35,70,38,852/- comprising of 17,85,19,426 equity shares having face value of C 2/- each.

Dividend

The Board of Directors recommend a dividend of C 2.40 per equity share i.e. 120% of the face value of C 2.00 each for the financial year ended March 31, 2022 as compared to C 1.00 per equity share for the financial year ended March 31, 2021, subject to approval of the shareholders at the ensuing Annual General Meeting.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of dividend after deduction of tax at source to those shareholders whose names appear in the Register of Members as on the Record Date.

The Company has not paid any Interim Dividend during the financial year under review.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (''Listing Regulations''), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend, is attached as Annexure I and forms part of this Annual Report and can be accessed on the website of the Company at the weblink: https ://www.thephoenixmills. com/investors.

During the financial year under review, there were no amendments in the Dividend Distribution Policy of the Company.

information on the Company''s website and on the website of the Stock Exchanges where equity shares of the Company are listed.

The collaterals that are used by the Company include quarterly results presentation, press release and investor calls. The company communicates on the quarterly results and key developments through social media posts. The management of your company uses the communication medium of Business Channels to update Investors about key developments, when required. The Company also uploads print transcripts of investor conference-calls on the website of the Company, which has a repository of all published information such as Annual reports, press release, presentations and other such statutory communications. In this way, we endeavour to keep all stakeholders of the Company updated on Company performance and new developments.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Management Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2022, the Company had 22 direct subsidiaries, 8 indirect subsidiaries and 4 Associate Companies. During the year under review, the Company''s Board reviewed the affairs and performance of its subsidiaries on a quarterly basis. There has been no material change in the nature of the business of the subsidiaries.

During the year under review:

• The Scheme of Amalgamation of Phoenix Hospitality Company Private Limited (''PHCPL'') with the Company became effective from January 11, 2022, resulting in merger of PHCPL with your Company. Accordingly, Starboard Hotels Private Limited, and Mirabel Entertainment Private Limited became Associates of your Company. Pursuant to Scheme becoming effective, PHCPL ceased to be a subsidiary of the Company.

• Further, as a consequence to the merger of PHCPL with the Company, Alliance Spaces Private Limited and Graceworks Realty & Leisure Private Limited became direct subsidiaries of your Company.

• Your Company incorporated two wholly-owned subsidiaries - Thoth Mall and Commercial Real Estate


Transfer to Reserves

The Board of Directors has not recommended to transfer any amount to General Reserves.

Details of utilisation of funds raised via QIP

During FY 2020-21, your Company raised C 11,000 million through a Qualified Institutions Placement. The net proceeds, after deducting fees, commissions and expenses of the Issue aggregated to approximately C 10797.01 million.

As per the placement document, the funds were raised towards funding growth opportunities including investing in existing and proposed business ventures, proposed acquisitions, debt service obligations including but not limited to servicing debt interest obligations, capital expenditure and working capital requirements, operations, and general corporate purposes and for such other purposes as may be permitted by applicable laws.

As required under the Listing Regulations, the Audit Committee of the Company at its quarterly meetings, reviewed the utilisation of the funds raised and confirmed that the funds so raised were used only for the intended purposes and that there was no deviation in utilisation of the said funds.

Pursuant to SEBI notification dated December 24, 2019 details of the utilization of funds are also submitted to the Stock Exchanges in the separate format as "Statement of Deviation / Variation in utilisation of funds raised” on quarterly basis.

As on the end of FY 2021-22, the entire proceeds of QIP have been fully utilised by your Company as per the objects stated in the placement document.

Investor Relations (‘IR’)

Your Company continuously strives for excellence in its IR engagement with international and domestic investors. Structured conference calls and periodic investor/analyst interactions including one-on-one meetings, participation in investor conferences, quarterly earnings call, analyst meetings and non-deal road shows (Domestic International) is undertaken by the Company. Your Company interacted with around 378 Indian and overseas investors and analysts during the year and participated in 16 Investor conferences during the year. Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with investors/ analysts. As on March 31, 2022, the Company was covered by analysts from 25 reputed domestic and international broking houses and continues to engage with other analysts to update them on the new developments of the Company.

In continuation with this thought, the Company proactively shares information with investors/analysts and ensures that critical information about the Company is available to all the investors, by uploading all such

Private Limited and Finesse Mall and Commercial Real Estate Private Limited with effect from March 3, 2022.

Subsequent to year end:

• Pallazzio Hotels and Leisure Limited (''Pallazzio'') ceased to be a wholly owned subsidiary of the Company with effect from April 19, 2022 due to conversion of Compulsorily Convertible Debentures (''CCDs'') into equity shares by the other investor in accordance with the terms of the issuance of CCDs by Pallazzio.

• Phoenix Digital Technologies Private Limited has been incorporated as a wholly owned subsidiary of your Company with effect from April 27, 2022.

• Classic Mall Development Company Limited became a wholly owned subsidiary of your Company with effect from May 5, 2022.

As on the date of this report, your Company has 24 direct subsidiaries, 8 indirect subsidiaries and 3 Associate Companies.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Material Subsidiaries

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website and can be accessed at the weblink: https:// www.thephoenixmills.com/investors in terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the Listing Regulations, 4 subsidiaries have been identified as ''Material'', as per the criteria based on the Company''s Consolidated Financial Statements for FY 2021-22.

The Material Subsidiaries of the Company as identified are (1) Island Star Mall Developers Private Limited (2) Palladium Constructions Private Limited (3) Vamona Developers Private Limited and; (4) Offbeat Developers Private Limited.

Associate Companies

As on March 31, 2022, the Company had 4 associate companies in accordance with the provisions of Section

2(6) of the Companies Act, 2013. Further, in accordance with the applicable Accounting Standards, 1 more company is classified as an associate company for the purpose of consolidation of Financial Statements since this company is an associate of a subsidiary of the Company.

A report on the performance and financial position of each of the subsidiary and associate companies included in the Company''s Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon forms part of this Annual Report

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company and can be accessed at the weblink: https://www.thephoenixmills.com/investors.

Corporate Actions and Restructuring

The particulars of corporate actions or restructuring amongst subsidiaries and associate companies during FY 2021-22, subsequent to the date of approval of Board''s Report for FY 2020-21 are as mentioned below:

• On November 15, 2021, a Securities Subscription and Purchase Agreement (''SSPA'') and Shareholders Agreement (''SHA'') were executed between the Company, Canada Pension Plan Investment Board (''CPPIB'') through its entity viz. CPP Investment Board Private Holdings (4) Inc. (''CPP Investments'') and Plutocrat Commercial Real Estate Private Limited (''Plutocrat''), a wholly owned subsidiary of the Company for an investment of upto C 1,350 crores by CPP Investments in multiple tranches into Plutocrat.

In the first tranche of investment, an amount of C 787 Crores was invested by CPP Investments into Plutocrat through a combination of fresh equity subscription, and acquisition of existing shares from the Company, as per below details:

Primary Issuance

Secondary Acquisition

No. of Shares issued

Amount

and allotted by

(in INR)

Plutocrat

No. of Shares

Consideration Amount

transferred by the Company

Total Investment by CPP in Plutocrat (in INR)

5,195

749,50,00,000

260 37,50,00,000

787,00,00,000

direction for convening the meeting of the shareholders for approval of the scheme of Amalgamation. The NCLT vide its Order dated March 17, 2021 directed to hold a meeting of Equity Shareholders on April 30, 2021.

Thereafter, a meeting of Equity Shareholders was held on April 30, 2021 wherein the Scheme of Amalgamation was approved by requisite majority of shareholders in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time.

Thereafter, ''Company Scheme Petition'' was filed with Hon''ble NCLT Mumbai Bench with the prayer to sanction the Scheme. The NCLT vide its Order dated December 21, 2021 pronounced the Order sanctioning the above-mentioned Scheme. A certified copy of the said Order was filed with the Office of the Registrar of Companies, Mumbai on January 11, 2022 (''Effective Date''), and as a result PHCPL stands amalgamated with the Company effective from April 1, 2019 (''Appointed Date'').

As per the terms of the Scheme, the Board of Directors of the Company on January 13, 2022 allotted 62,70,000 Equity Shares to the other shareholders of PHCPL, which resulted in an increase in the shareholding of Promoter & Promoter Group to 47.34 % from 45.43 %.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the representation received and after due enquiry, your directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Particulars of Contracts or Arrangements with Related Parties

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions. The Company has revised

Further, in terms of Sections 139 and 142 of the Act, the Board of Directors has, on the recommendation of the Audit Committee, recommended the re-appointment of Messrs DTS & Associates LLP, as the Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of the 117th AGM till the conclusion of 122nd AGM for the approval of the Members. Accordingly, an ordinary resolution seeking Members'' approval for the same forms part of the Notice of the 117th AGM forming part of this Integrated Annual Report.

The Company has received a written consent and eligibility certificate from Messrs DTS & Associates LLP confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors'' were present at the 116th AGM of the Company held on September 24, 2021.

Report of Statutory Auditors’

The report of the Statutory Auditors'' on the Financial Statements of the Company for FY 2021-22 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31, 2022 has been annexed to this Board Report as Annexure II and forms part of the Annual Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai has been submitted to the Stock Exchanges within the prescribed timelines and Secretarial Audit Report is annexed at Annexure III to this Board''s Report.

The report of Secretarial Auditor and Annual Secretarial Compliance Report do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s) or modified opinion(s).

• On December 10, 2021, a Second Further Funding Subscription Agreement which was executed between Canada Pension Plan Investment Board, the Company and Island Star Mall Developers Private Limited (''Island Star''), a subsidiary of the Company, for an additional investment of C 700 Crores towards subscription of Equity Shares in Island Star through a Rights Issue. Consequent to the infusion, the Company and CPPIB hold 51 per cent and 49 per cent in Island Star respectively.

In addition to the above, subsequent to the closure of financial year under review, your Company has completed acquisition of 38,49,058 equity shares constituting 50 per cent of the paid-up capital of Classic Mall Development Company Limited, from Crest Ventures Limited and Escort Developers Private Limited (a subsidiary of Crest Ventures Limited), for a consideration of C 936 Crores. As a consequence of this acquisition, Classic Mall Development Company Limited has become a wholly owned subsidiary of the Company.

Scheme of Amalgamation of Phoenix Hospitality Company Private Limited, a Subsidiary of the Company, with the Company

The Board of Directors of the Company at their meeting held on August 7, 2019 had considered and approved a scheme of amalgamation (''Scheme'') pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, providing for the merger of its subsidiary company, Phoenix Hospitality Company Private Limited (''PHCPL'') with the Company and their respective shareholders.

As mentioned in the last Annual Report of your Company, the proposed Amalgamation will lead to a simplified corporate structure since it will result in the combined businesses of PHCPL and the Company being carried on more economically, efficiently and beneficially and the arrangement would be in the interest of both the Companies and their shareholders as the businesses carried on by both the Companies are under common management/shareholders. The proposed amalgamation would strengthen the Management of the Company effectively because of avoidance and elimination of unnecessary duplication of time, costs and expenses, incurred for administration and operations of both the Companies separately and would result in better utilization of resources and assets and synergies of operations with integration of management and other expertise.

The Company had received in principle approval from both the stock exchanges conveying their no objection to the Scheme and subsequently filed an application before National Company Law Tribunal (''NCLT'') seeking

the policy to include changes based on SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022 effective from April 01, 2022 and the revised policy was approved by the Board at its meeting held on February 07, 2022 and the same can be accessed on the Company''s website at the weblink: https://www.thephoenixmills.com/investors.

All related party transactions entered into during FY 2021-22 were on arm''s length basis and in the ordinary course of business. The Audit Committee has approved all related party transactions for FY 2021-22 and provided omnibus approval with respect to estimated transactions for FY 2022-23.

No material related party transactions were entered during the financial year by the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this report.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during FY 2021-22, is given under Note 35 of the Notes to Accounts annexed to Standalone Financial Statements, which forms part of this Annual Report.

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report in the prescribed format forms part as a separate section of this Annual Report.

Credit Rating

Your Company enjoys a strong credit rating which denotes a high degree of safety regarding timely servicing of financial obligations. During the year under review, the Company took rating from two credit rating agencies for its Term Loan of C 1,150 Crores from:-

1. CRISIL Limited (''CRISIL'') which assigned a longterm rating of "CRISIL A / Stable” for C 400 Crores and;

2. I ndia Ratings and Research Private Limited (''India Ratings'') which reaffirmed the long-term rating of "IND A / Stable” for C 750 Crores

Both the said rating agencies have, for evaluation purposes, considered the total debt of the Company. The Company also enjoys the highest credit rating of "IND A1 ” for Commercial Paper issuance of C 100 Crores.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Messrs DTS & Associates LLP, Chartered Accountants (Firm Registration No. 142412W), were appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 112th AGM held on September 25, 2017 till the conclusion of the Company''s 117th AGM to be held in the year 2022.

Secretarial Audit of Material Unlisted Indian Subsidiaries

In terms of Regulation 24A of the Listing Regulations, Secretarial Audit Reports of material subsidiaries of the Company identified as such for F.Y. 2021-22 given by their respective Secretarial Auditors in Form No. MR-3 for the financial year ended March 31, 2022 have been annexed to this Board Report as Annexure IV and forms part of the Annual Report and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s) or modified opinion(s).

Internal Auditors

For FY 2021-22, the Board of Directors had appointed Messrs Khandwala & Shah, Chartered Accountants as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

Further, the Board of Directors at their meeting held on May 24, 2022 have re-appointed Messrs Khandwala & Shah, Chartered Accountants, as its Internal Auditors to carry out the Internal Audit for FY 2022-23.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Fraud Reporting

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees as specified under Section 143(12) of the Companies Act, 2013.

Particulars of Loans, Guarantees, Investments and Securities

As the Company falls under the definition of infrastructural facilities as specified under Schedule VI read with Section 186 of the Act, particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loans or guarantees or securities is proposed to be utilised by the recipient of loans or guarantees or securities as required to be disclosed in the financial statements for the year ended March 31, 2022 in terms of Section 186(4) of the Act, are not applicable to the Company.

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished in Note 35 of the Notes to Accounts annexed to Standalone Financial Statements which forms part of this Annual Report.

Board, Committees of the Board & KeyManagerial Personnel

Board

The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and devote

adequate time to the meetings and preparation. In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on the date of this report, the Board of Directors comprises of 8 Directors, out of which one-half of the Board consists of Independent Directors. The composition of the Board complies with the requirements prescribed in the Listing Regulations.

Particulars of changes to the Board

Appointment/Re-appointment

The Board of Directors at its meeting held on May 27, 2021, approved the appointment of Mr. Rajesh Kulkarni, (DIN: 03134336) as an Additional Director of the Company, in accordance with Articles of Association and Section 161(1) of the Act, and designated him as the Whole-time Director of the Company, liable to retire by rotation, for a period of five years with effect from May 27, 2021, which was approved by the Members at the 116th AGM held on September 24, 2021.

Further, the Board of Directors at its meeting held on May 27, 2021 also approved a proposal for re-appointment of Mr. Shishir Shrivastava (DIN: 01266095) as the Managing Director for a period of five years, commencing from July 30, 2021, which was approved by the Members at the 116th AGM held on September 24, 2021.

Cessation

During the year under review, there have been no cessations to the Board of Directors.

Directors liable to retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships are given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and the Secretarial Standards.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Companies Act, 2013 and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (''MCA''), Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (''IICA''). The Independent Directors of the Company are exempt from the requirement to undertake online proficiency selfassessment test.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2022:

1. Mr. Amit Dabriwala

2. Mr. Amit Dalal

3. Mr. Sivaramakrishnan Iyer

4. Ms. Shweta Vyas

The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company at weblink: https://www.thephoenixmills.com/investors.

Number of Meetings of the Board of Directors

During FY 2021-22, the Board of Directors of the Company met 5 (five) times, for which due notices and notes to agenda were provided to the Directors in accordance with the Secretarial Standard on Meetings of the Board. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to take an informed decision. Further, the meetings have complied with the requirements of quorum as prescribed in the Companies Act, 2013 and the Listing Regulations, and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Annual General Meeting (‘AGM’)

The 116th AGM of the Company was held on September 24, 2021 through video conferencing.

The details of the Board meetings and AGM are mentioned in the Corporate Governance Report which forms a part of this Annual Report.

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 21, 2022 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Boards which is necessary to effectively and reasonably perform and discharge their duties.

Committees of the Board

The Board of Directors have constituted the following Committees of the Board in accordance with the requirements of the Companies Act, 2013, Listing Regulations, Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility (''CSR'') Committee

5. Risk Management Committee

6. Compensation Committee

7. Finance and Investment Committee

The details pertaining to constitution, composition, key terms of reference, number of meetings held during FY 2021-22, etc. are mentioned in the Corporate Governance Report, which is a part of this Annual Report.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. The Audit Committee comprises of Mr. Amit Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. All the recommendations of the Audit Committee were accepted by the Board. The composition, scope and terms of reference of the Audit Committee are detailed in the Corporate Governance Report forming part of this Annual Report.

Performance Evaluation of the Board, its Committees, Directors and Chairman

In terms of provisions of Section 134(3)(p) of the Companies Act, 2013 and pursuant to Regulation 17(10) of the Listing Regulations, the Board, on the recommendation of NRC, has formulated an Annual Evaluation Policy (''Evaluation Policy'') which specifies the criteria for evaluation of Independent Directors and the Board of Directors.

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of Board Processes, obligations and governance. The performance evaluation was carried out based on responses received from the Directors.

In a separate meeting, the performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the other Non-Executive Directors.

The outcome of the performance evaluation of the Board for the year under review was discussed by the Board at its meeting. The results of evaluation showed high level of commitment and engagement of Board, its various

ceased from close of business hours on December 5, 2021; and

• Mr. Anuraag Srivastava was appointed as Chief Financial Officer with effect from December 6, 2021.

Employee Stock Option Scheme (‘ESOP’)

The Board of Directors have constituted an Employee Stock Option Scheme (''ESOP'') as a way of rewarding its high performing employees. The Company had granted stock options to eligible employees under The Phoenix Mills Employees Stock Option Plan (‘PML ESOP PLAN 2007’). The PML ESOP PLAN 2007 had expired on January 30, 2018. Subsequently, the Company had formulated "The Phoenix Mills Limited Employee Stock Option Plan 2018” (‘PML ESOP PLAN 2018’), which was approved by the shareholders on May 11, 2018. During the year under review, your Company has also granted stock options to eligible employees under PML ESOP PLAN 2018.

There have been no material changes to the above Schemes and these Schemes are in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations’).

Details pertaining to stock options granted and equity shares issued under PML ESOP PLAN 2007 and PML ESOP PLAN 2018 during FY 2021-22 as required under Part F of ESOP Regulations are available on the Company''s website and can be accessed at the weblink: https://www.thephoenixmills.com/investors. No employee was granted stock options under PML ESOP PLAN 2007 and PML ESOP PLAN 2018, during the year equal to or exceeding 1% of the issued capital.

The Certificate from Messrs Rathi & Associates, Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Company''s PML ESOP PLAN 2007 and PML ESOP PLAN 2018 have been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is provided as Annexure V to this Report.

Particulars of Employees and related disclosures

Disclosure with respect to the percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) to the median of employees'' remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure VI to this Report.

The details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours till the date of AGM and shall be made available to any Shareholder on request. Such details are also made available on the Company''s website and can be accessed at the weblink: https://www. thephoenixmills.com/investors. Members interested in

committees and senior leadership. The evaluation exercise for the financial year 2021-22 concluded that the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory.

All Directors expressed satisfaction with the evaluation process.

Familiarization Program for Independent Directors

Upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company. The Director is also explained in detail the compliances required from him under Companies Act, 2013 and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and financial results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates. The details of the familiarisation programme for Directors are available on the Company''s website and can be accessed at the weblink: https://www.thephoenixmills.com/investors.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

Employees

Key Managerial Personnel

The following persons have been designated as the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Shishir Shrivastava - Managing Director

• Mr. Varun Parwal - Interim Chief Financial Officer (appointed with effect from August 6, 2021 and ceased from close of business hours on December 5, 2021)

• Mr. Anuraag Srivastava - Chief Financial Officer (appointed with effect from December 6, 2021)

• Mr. Gajendra Mewara - Company Secretary

Changes to the Key Managerial Personnel during FY 2021-22 are as mentioned below:

• Mr. Varun Parwal was appointed as an Interim Chief Financial Officer with effect from August 6, 2021, and

obtaining copy of the same may send an email to the Company at [email protected].

Remuneration Policy and criteria for determining attributes, qualification, independence and appointment of Directors

The N RC has formulated a policy on Directors'' appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees (''Nomination and Remuneration Policy''). The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of Directors.

Regarding compensation of Directors, the Policy provides that the same shall be determined by the Nomination and Remuneration Committee, and recommended to the Board for its approval. The compensation would also be subject to approval of shareholders, wherever necessary. The same would also be subject to ceilings as provided under the Companies Act, 2013.

Nomination and Remuneration Policy has been updated on the website of the Company and can be accessed at https://www.thephoenixmills.com/investors.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2022, your Directors hereby confirm that:

a. I n the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed and no material departures have been made from the same;

b. In consultation with Statutory Auditors, accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

d. Annual accounts have been prepared on a going concern basis;

e. Adequate Internal Financial Controls have been laid down to be followed by the Company and such Internal Financial Controls were operating effectively during the financial year ended March 31, 2022;

f Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended March 31, 2022.

Governance Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Companies Act, 2013 and the Listing Regulations. A detailed Report on Corporate Governance, in terms of Schedule V of the Listing Regulations, is presented separately and forms part of the Annual Report.

Further, a Certificate from Messrs Rathi & Associates, Practicing Company Secretaries, Mumbai confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the Listing Regulations is appended as Annexure VII to this Report.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings/behaviours of any form. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Vigil Mechanism

As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns. The Company has a Whistle Blower Policy to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Company''s Code of Conduct. The policy also provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy also enables the employees to report concerns relating to leak or suspected leak of Unpublished Price Sensitive Information. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy. The Whistle Blower Policy can be accessed at the Company''s website at the weblink: https://www.thephoenixmills.com/investors.

Prevention of Sexual Harassment of Women at Workplace

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has formed an Internal Committee (''IC'') for its workplaces to address complaints pertaining to

CSR Policy

The Board of Directors of the Company has also adopted and approved a CSR Policy based on the recommendation of the CSR Committee which is being implemented by the Company. The CSR Policy of the Company along with CSR Action Plan is available on the Company''s website and can be accessed at the weblink: https://www.thephoenixmills.com/investors.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for the FY 2021-22 in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during financial year 2021-22, is annexed in Annexure VIII of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. However, your Company consciously makes all efforts to conserve energy across all its operations.

The details of Foreign Exchange earnings and outgo are as mentioned below:

Total Foreign Exchange Earnings - NIL

Total Foreign Exchange Outgo - C 5.11 million

Secretarial Annual Return

As per the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and is available at weblink: https://www. thephoenixmills.com/investors.

Compliance with Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the Company.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

During FY 2021-22, no orders have been passed by any Regulator or Court or Tribunal which could have an impact on the Company''s going concern status and the Company''s operations in future.

Material Changes and Commitments, if any, affecting Financial Position of the Company

The COVID-19 situation continues to evolve. Given the uncertainty associated with its nature and duration, the impact may be different. The Company will continue

sexual harassment in accordance with the POSH Act. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Awareness workshops, online module, webinars and training programs are conducted across the Company to sensitize employees to uphold the dignity of their colleagues at workplace especially with respect to prevention of sexual harassment.

Risk Management

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification of risks, including cyber security and related risks and minimization procedures. The Company has a robust organizational structure for managing and reporting on risks.

Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors have also constituted the Risk Management Committee of the Board, details of which are mentioned in the Corporate Governance Report. The composition of the Committee is in conformity with the Listing Regulations, as amended, with all members being directors of the Company. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis.

In the Board''s view, there are no material risks, which may threaten the existence of the Company.

The details of composition of the Risk Management Committee and its terms of reference, is provided in Corporate Governance Report which forms part of this Annual Report.

Corporate Social Responsibility

CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (''CSR'') Committee. As on the date of this report, the Committee comprises of Mr. Atul Ruia as the Chairman of the Committee, Mr. Shishir Shrivastava and Ms. Shweta Vyas as members of the Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Companies Act, 2013 and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

to monitor any material changes to future economic conditions.

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the Financial Year of the Company and date of this Report.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis describing the Company''s objectives, estimates and expectations may constitute "forward looking statements” within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

General

Your Directors state that no disclosures or reporting(s) are required in respect of the following items, as there were no transactions/events related to these items during the year under review:

i. Change in nature of business of the Company;

ii. I ssue of equity shares with differential rights as to dividend, voting or otherwise;

iii. I ssue of sweat equity shares to employees of the Company under any scheme;

iv. Voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company; and

v. There was no one time settlement of loan obtained from the Banks or Financial Institutions

Further, your Directors confirm that no application has been filed against the Company before any bench of the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year under review or as on the date of this report.

Integrated Report

Integrated Reporting has been a great tool for exploring value creation as the corporate landscape quickly

evolves. To help the Members make informed decisions and gain a better understanding of the Company''s longterm perspective, the Company has voluntarily released its first Integrated Report, which includes both financial and non-financial information. The Report also discusses topics including organisational strategy, governance structure, performance, and prospectus of value creation.

The Company is committed on delivering more authentic, comprehensive, and meaningful information about every facet of the Company''s performance as it begins its journey toward integrated reporting.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the retailers, suppliers, subcontractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors For The Phoenix Mills Limited

Atul Ruia

Date : May 24, 2022 Chairman

Place : Mumbai DIN: 00087396


Mar 31, 2018

To

The Members,

The Phoenix Mills Limited

The Directors are pleased to present the 113th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2018.

Financial Results (Standalone and Consolidated)

(Rs. in Million)

Particulars

Standalone

Consolidated

Year Ended March 31

Year Ended March 31

2018

2017

2018

2017

Revenue from Operations

3,972.11

3,759.05

16,197.51

18,246.07

Other Income

526.80

550.74

556.23

471.69

Total Revenue

4,498.91

4,309.79

16,753.74

18,717.76

Profit before Interest, Depreciation, Exceptional Items and Tax

3,049.02

3,088.73

8,330.06

8,941.04

Less: Interest & Finance Charges

744.95

812.72

3,476.07

4,230.25

Less: Depreciation

402.94

300.66

1,982.82

1,953.07

Profit Before Tax and Exceptional Items

1,901.13

1,975.35

2,871.17

2,757.72

Profit Before Tax and After Exceptional Items

1,901.13

1,625.35

2,871.17

2757.72

Less: Provision for Taxation:

Current Tax

364.00

338.16

367.56

658.15

Deferred Tax

(11.19)

(48.28)

390.40

199.43

Share of Profit / (loss) of associates / joint ventures (net)

442.30

9.51

Profit after Tax

1,548.32

1,335.47

2,555.51

1909.65

Other comprehensive income/ (expenses)

126.55

(8.90)

1,265.38

(6.15)

Total Comprehensive Income for the year

1,674.87

1,326.57

3,820.89

1903.50

Operations

The Phoenix Mills Ltd. today is one of the largest retail led real estate Company in India. We have 8 retail assets with a leasable area of around 6 million square feet in Mumbai, Bangalore, Chennai, Pune, Lucknow & Bareilly. Construction of our luxury mall Palladium at Chennai was completed and the mall became operational in Feb 2018.

With a portfolio comprising of over 17.5 million square feet of Retail, Residential, Commercial and Hospitality assets spread over 100 acres of land, our Company is best positioned in the industry to serve the people of India, the fastest growing economy in the world. Our mixed-used model of development gives us a 5-6 years head start in building top quality assets in the key gateway cities of India.

The Phoenix Mills Ltd. is a proxy to the great Indian Consumption story. Our consumption has grown at a CAGR of 20% between FY13 and FY18 while Rental Income has shown a CAGR of 15% during the same period. During FY18, we clocked total retail consumption of Rs.63.2 bn across our retail properties with a total rental income of Rs.8.7 bn.

We have an on-going residential portfolio of 3.72 million square feet of which we have launched 2.58 million square feet and sold 1.89 million square feet in the Cities of Bangalore and Chennai. In addition to this, we have a 1.60 million square feet of completed commercial projects of which we have sold 0.45 million square feet and 1.16 million square feet is generating rent. Our premium office space Art Guild House became operational in this year and 85% of the leasable area has been leased.

The St. Regis, Mumbai continues its robust performance and has emerged as one of Mumbai’s most preferred Hotels. Total Income for the year was Rs.2,879 mn, a 11% increase over last year. With a total of 395 rooms, the hotel clocked an average occupancy of 76% with an ARR of Rs.11,405, showing strong growth in Room, F&B and Banquet revenues. Courtyard by Marriott continues to perform well and did revenues of Rs.360 mn with 65% occupancy and ARR of Rs.3,811.

During the year, The Phoenix Mills Ltd consolidated its shareholding across subsidiaries by buying back stake from its private equity partners. In April 2017, our company formed a Strategic Retail Alliance with Canada Pension Plan Investment Board (CPPIB) and Island Star Mall Developers Pvt. Ltd (ISML) (Phoenix MarketCity Bangalore) served as the platform. CPPIB infused Rs.16,620 cr in equity for a 49% stake in ISML and Phoenix Mills Ltd. will continue to hold the balance 51% stake. The funds raised in ISML were used to acquire land parcels in Wakad, Pune and Hebbal, Bengaluru. We shall develop our second Phoenix MarketCity in Pune and Bengaluru respectively on these land parcels. We also acquired an under-construction retail development in Indore during June 2018 which will be developed as Phoenix MarketCity Indore. The entire funds raised from CPPIB stand committed within a short span of 14 months which is a remarkable achievement for our Company.

Outside the alliance with CPPIB, we purchased an under-construction retail development in Lucknow in June 2018 which will be developed as Phoenix MarketCity Lucknow. Furthermore, in July 2018 our company entered into a 50:50 Joint Venture agreement with Ahmedabad based BSafal group to acquire a 5.12 acre prime land parcel in Ahmedabad and develop this into a premium retail development. With these acquisitions, our Company is set for its next leg of growth by expanding its footprint across key markets of India. We remain optimistic about the retail market in the country and look forward to continue to create shopping, dining & entertainment destinations in different cities to cater to the rising aspirations of urban consumer.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current & future outlook of the Company

There was no change in the nature of business of the Company.

Share Capital

During the year under review, the Company issued and allotted 74,833 Equity Shares of Rs.2/- each pursuant to exercise of stock options. Consequently, the paid up equity share capital as on March 31, 2018 stood at Rs.306,283,480 divided into 153,141,740 equity shares of Rs.2 each. During the year, the Company has not issued shares with differential voting rights nor sweat equity shares and hence no information as per the provisions of Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with the relevant Rules is furnished.

Further, during the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Dividend

Subject to the approval of the Company’s shareholders in the ensuing Annual General Meeting (‘AGM’), the Board at its meeting held on May 08, 2018 has recommended a final dividend of Rs.2.60/- per share for the Financial Year ended March 31, 2018, (@130%) for each fully paid up Equity Share of Rs.2/-. The said dividend, if declared at the ensuing AGM, shall not be taxable in the hands of the shareholders subject to Income Tax Act, 1961.

The Register of Members and Share Transfer Books will remain closed from Thursday, September 13, 2018 to Tuesday, September 18, 2018 (both days inclusive) for the purpose of payment of final dividend and the Annual General Meeting scheduled to be held on Tuesday, September 18, 2018.

The dividend payout is in accordance with the Dividend Distribution Policy as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appended as Annexure I to this report and the same is also available on the website of the Company.

Business Responsibility Report

Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of the Annual Report.

Transfer to Reserves

The Board has not recommended any transfer to the General Reserves out of the amount available for appropriation and an amount of Rs.1172.90 million is proposed to be carried forward to the Statement of Profit and Loss.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (‘the Act’) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

Management Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations, 2015’] is presented in a separate section forming part of the Annual Report.

Particulars of Contracts or Arrangement with Related Parties

All related party transactions that were entered into during the Financial Year 2017-18 were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). During the Financial Year 2017-18 there were no materially significant related party transactions made by the Company under Section 188 of the Act and the Listing Regulations, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Consequent upon which details as prescribed in Form AOC-2 are not required to be disclosed.

The details of transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, is given under Note 33 of the Notes to Accounts, which forms part of the Annual Report.

Material changes and commitments affecting financial position between the end of the Financial Year and date of the Report

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this Report.

Performance of Subsidiary Companies, Associates and Joint Venture Companies

As on March 31, 2018, the Company has 18 direct subsidiaries, 7 indirect subsidiaries and 5 associates. During the year under review, Sparkle Two Mall Developers Private Limited was incorporated on April 27, 2018 as a step-down subsidiary of the Company.

Further, Gangetic Hotels Private Limited, a subsidiary merged with another subsidiary of the Company, Palladium Constructions Private Limited w.e.f. 3rd November 2017. The appointed date of amalgamation as per scheme is April 1, 2016. During the financial year under review, your Company did not have any Joint Venture Company.

During the year, the Company’s Board reviewed the affairs of its subsidiaries on a quarterly basis. The consolidated financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013 and include the financial statements of all its subsidiaries and forms part of the Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed Form AOC-1 is given on page no. 237 of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Securities and Exchange Board of India. A detailed Report on Corporate Governance forms part of the Annual Report.

Certificate from M/s. Rathi & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the SEBI (LODR) Regulations, 2015 is appended as Annexure II to this Report.

Adoption of new set of Articles of Association of the company as per Companies Act, 2013

The existing Articles of Association (“AOA”) of the Company are in line with the erstwhile Companies Act, 1956. Upon enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and in view of the same, the Articles of Association of the Company are required to be re-aligned as per the provisions of the Companies Act, 2013. Since the changes required to align it with the Companies Act, 2013 are numerous, it is considered expedient to replace the existing Articles of Association with the new set of Articles of Association.

The Board of Directors at their meeting held on June 18, 2018 had, subject to shareholders’ consent, approved the adoption of new set of Article of Association in place of the existing AOA of the Company. The new Articles of Association is based on Table “F” of Schedule I of the Companies Act, 2013 which sets out the model Articles of Association for a company limited by shares. The Board proposes the adoption of new set of Articles of Association of the Company for approval of the shareholders.

Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIIA to this Report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IIIB to this report.

Payment of managerial remuneration/commission to Directors from Holding or Subsidiary Companies

The Company does not have a Holding Company. The managerial personnel i.e. Managing Director and Whole-time Directors of the Company are not in receipt of any managerial remuneration/commission from any subsidiary of the Company.

Board of Directors

There was no change in the Board of Directors and Key Managerial Personnel of the Company during the financial year 2017 - 18 However, Mr. Ashokkumar Ruia, retired from his position of Chairman and Managing Director of the Company and also as a director of the Company w.e.f. the conclusion of the Board Meeting held on August 8, 2018. Mr. Ashokkumar Ruia has been on the Board of The Phoenix Mills since 1963. Under his watch and guidance, the Company transitioned from being a textiles player, to what is now - India’s largest mall developer and operator. A graduate from Cambridge University, Mr. Ruia has pursued an illustrious career in both business and sports. He has the unique distinction of representing the country in two sports, Bridge and Golf Whilst the Board of Directors have strongly urged Mr. Ashokkumar Ruia to continue in his role as Chairman and Managing Director until the end of his term till March 31, 2020, he has expressed his desire to retire from his executive role with the Company to make way for more youthful leadership in the interests of the long-term growth of the Company and has, accordingly, retired from the position of Chairman and Managing Director of the Board and directorship of the Company w.e.f. conclusion of the Board Meeting held on August 8, 2018. The entire Board has expressed its immense gratitude for the guidance and vision provided by Mr. Ruia during his tenure on the Board.

The Board, on the recommendation of the Nomination and Remuneration Committee, has elevated and re-designated Mr. Atul Ruia as Chairman and Managing Director of the Company w.e.f. August 8, 2018 at a revised salary of Rs.2.5 Crores per annum, subject to approval of the shareholders of the Company at the ensuing AGM. All other terms of appointment of Mr. Atul Ruia as approved earlier by the shareholders vide special resolution passed through Postal Ballot on May 25, 2015 remain unchanged. The Board recommends the proposal for your approval in the ensuing AGM.

Mr. Amit Kumar Dabriwala, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 (‘Act’). The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they continue to meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava, Joint Managing Director, is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief profile of Mr. Shishir Shrivastava who is proposed to be re-appointed in terms of Regulation 36(3) of the SEBI (LODR) Regulations, 2015 is given in the AGM Notice contained in the Annual Report. The Board recommends the aforesaid re-appointment for your approval in the ensuing AGM.

Board Meetings

The Board of Directors met 7 (seven) times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed by the Companies Act, 2013 and Rules made thereunder.

Familiarization Program for Independent Directors

All new Directors inducted into the Board are given a detailed orientation and induction. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment setting out the role and responsibilities. The format of the letter of appointment is available on our website.

During the year under review, no new Independent Director was inducted on the Board of the Company.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 14, 2018 without the presence of the Management in which they discussed and evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole, through evaluation feedback forms. The Nomination and Remuneration Committee at its meeting held on February 14, 2018 also evaluated the performance of the individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board at its meeting held on May 08, 2018 has also evaluated the performance of individual Directors, Board Committees and the Board and has noted its satisfaction on the outcome.

Nomination and Remuneration Committee

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof ), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Ms. Shweta Vyas as the Chairperson and Mr. Amit Kumar Dabriwala and Mr. Sivaramakrishnan Iyer as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to appointment and remuneration for Directors, Key Managerial Personnel and other employees.

The aforementioned detailed Policy duly approved and adopted by the Board is available on the Company’s website and can be accessed at the link http://www.thephoenixmills.com/PMLAnnualPerformanceEvaluationPolicy.pdf

The current Policy focuses on having an appropriate mix of Executive and Independent Directors to maintain the independence of the Board. There has been no change in the Policy since the last financial year. The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Policy and as reviewed and recommended by the Nomination and Remuneration Committee.

Audit Committee

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory enactments thereof ) and comprises of Mr. Amit Kumar Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and the SEBI (LODR) Regulations 2015 is detailed in the Corporate Governance Report. During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

Whistle Blower Policy/Vigil Mechanism for the Directors and Employees

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy/Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the Financial Year ended March 31, 2018.

Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdf for more details related to Whistle Blower Policy/Vigil Mechanism.

The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015

The Board of Directors at their meeting held on May 28, 2015 have approved and adopted ‘The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015’ (‘the Insider Trading Policy’) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy lays down guidelines and procedures to be followed, disclosures to be made while dealing in the securities of the Company. The Policy also states the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of dealings by the employees and to maintain highest ethical standards.

The Insider Trading Policy along with the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company.

Risk Management Policy

The Board of Directors of the Company have framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and defined a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

Corporate Social Responsibility Policy

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (‘CSR’) Committee which comprised of Mr. Ashokkumar Ruia as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee till Mr. Ashokkumar Ruia retired from they Directorship of the Company w.e.f. August 8, 2018.

The Board of Directors of the Company have also adopted and approved a CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been provided in the CSR Report appended as Annexure IV to this Report. The Report also contains the composition of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company’s website and can be accessed at the link http://www. thephoenixmills. com/CSRPolicy.pdf

Revision of Financial Statement

There was no requirement of revising the financial statements of the Company for the Financial Year under review.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans, guarantees, investments and securities provided during the Financial Year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof under Section 186 of the Companies Act, 2013, has been given under Note 44 of the Notes to Accounts.

Employee Stock Option Scheme (‘ESOP’)

The details of Equity Shares issued under Employees Stock Option Scheme during the Financial Year under review as required under SEBI (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

The Company had been granting stock options to the eligible employees from time to time under The Phoenix Mills Employees’ Stock Option Plan (PML ESOP Plan 2007) adopted on 31st January 2008. The PML ESOP Plan 2007 had expired on January 30, 2018 and thereafter no fresh grants could be made under the Plan. The Board acknowledged that the Company recognizes and appreciates the critical role played by the employees of the Company in bringing about growth of the organization and views employee stock options as instruments that would enable the employees to share the value they would create and contribute to the Company in the years to come. Accordingly, the Company has formulated “The Phoenix Mills Limited Employee Stock Option Plan 2018” (PML ESOP Plan 2018) in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 which was approved by the shareholders on May 11, 2018.

Details as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at http://www.thephoenixmills.com/media-news-events.asp

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily.

Internal Control Systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the Internal Financial Controls with reference to the Financial Statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that period;

c. proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, your Directors confirm that during the year, the Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Secretarial Audit

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof ), the Board had appointed M/s. Rathi and Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2017-18. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2017-18 is appended as Annexure VI to this Report.

The said report does not contain any observation or qualification or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s. Rathi and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2018-19.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, of M/s. DTS & Associates, Chartered Accountants (Firm Regn. No. 142412W), have been appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 112th Annual General Meeting till the conclusion of the Company’s 117th Annual General Meeting subject to ratification by the Shareholders at each AGM. However, in accordance with Section 40 of the Companies Amendment Act, 2017, enforced with effect from 7th May, 2018 by Ministry of Corporate Affairs, the requirement of ratification of appointment of Statutory Auditors at every AGM is omitted and hence the proposal has not been included in the agenda for AGM.

Auditors’ Report

The auditor’s report on the financial statements for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act in the prescribed Form MGT-9 is appended as Annexure VII to this Report and is also available on the website of the Company at http://www.thephoenixmills.com/media-news-events.asp?a=15.

Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) (A & B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

However, the Company has taken appropriate measures to cut down wastage of energy, materials and consumption in all phases of its operations. The installation of a Sewage Treatment Plant (STP) has decreased water requirements at the sites, while the usage of LED lights has reduced energy consumption. Domestic waste water generated at our malls and commercial complexes is 100% recycled through Sewage Treatment Plants. Used oil is the only hazardous waste being generated in our business of development and management of malls and commercial complexes. This is being sold to recyclers authorized by the Central Pollution Control Board (CPCB), whereas the non-hazardous waste is sold to recyclers.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviours of any form. The Code has been posted on the Company’s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders.

All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Foreign Exchange Outgo and Earnings

Total Foreign Exchange used and earned for the financial year 2017-18:

(a) Total Foreign Exchange Earnings - Rs.32,53,005

(b) Total Foreign Exchange Outgo - Rs.49,30,619

Sexual Harassment Policy

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder.

During the year under review, no complaints in relation to such harassment at workplace have been reported against any employee of the Company and there are no cases pending for disposal at the Company.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company’s objectives, estimates and expectations may constitute “forward looking statements” within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory Authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, subcontractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors

For The Phoenix Mills Limited

Place: Mumbai Mr. Ashokkumar Ruia

Date: August 8, 2018 Chairman and Managing Director

DIN:00086762


Mar 31, 2017

BOARD''S REPORT

To

The Members,

The Phoenix Mills Limited

The Directors are pleased to present the 112th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2017.

Financial Results (Standalone)

(Rs, in Millions)

Particulars

Year ended March 31, 2017 March 31, 2016

Sales and other Income

4,309.79

4,542.91

Profit before Interest, Depreciation, Exceptional Items and Tax

3,088.73

3,376.46

Less: Interest & Finance Charges

812.72

688.63

Less: Depreciation

300.66

293.15

Profit Before Tax and Exceptional Items

1,975.35

2,394.68

Profit Before Tax and After Exceptional Items

1,625.35

2,114.68

Less: Provision for Taxation:

Current Tax

338.16

639.00

Deferred Tax

(48.28)

(20.31)

Net Profit after Tax

1,335.47

1,495.99

Operations

The Phoenix Mills Ltd. today is one of the largest retail led real estate Company in India. We have 9 retail assets with a leasable area of over 6.0 million square feet in Mumbai, Bangalore,

Chennai, Pune, Lucknow & Bareilly. Construction of our luxury mall Palladium at Chennai is complete and we are awaiting Occupation Certificate for it.

With a portfolio comprising of over 17.5 million square feet of Retail, Residential, Commercial and Hospitality assets spread over 100 acres of land, our company is best positioned in the industry to serve the people of India, the fastest growing economy in the world. Our mixed-used model of development gives us a 5-6 years head start in building top quality assets in the key gateway cities of India.

The Phoenix Mills Ltd. is a proxy to the great Indian Consumption story. Our consumption has grown at a CAGR of 25% between FY13 and FY17 while Rental Income has shown a CAGR of 19%. During FY17, we clocked total retail consumption of Rs, 58 bn across our retail properties with a total rental income of Rs, 7.7 bn

During the year, The Phoenix Mills Ltd has signed Share Purchase Agreements with its private equity partners in different projects to increase its stakes. In the coming year, our shareholding in Phoenix Marketcity Mumbai and Pune along with Fountainhead project in Pune will go up in addition to increased stakes in The St.Regis and Courtyard by Mariott, Agra this year.

We have an on-going residential portfolio of 4.13 million square feet of which we have launched 2.84 million square feet and

sold 1.78 million square feet in the Cities of Bangalore, Chennai and Pune. In addition to this, we have a 1.42 million square feet of completed commercial projects of which we have sold 0.45 million square feet. Our premium office space Art Guild House (0.76 million square feet) became operational in this year. We have witnessed good traction in leasing of this property.

The St. Regis, Mumbai completed one full year of operations this year. Total Income for the year was Rs, 2,520 mn, a 16% increase over last year. With a total of 395 rooms, the hotel clocked an average occupancy of 72% with an ARR of Rs, 10,594, showing strong growth in Room, F&B and Banquet revenues. Courtyard by Marriott continues to perform well and did revenues of Rs, 323 mn with 57% occupancy and ARR of Rs, 4,336.

During FY2017, our focus was to consolidate the position of our malls, improve the profitability of our Hotels business and timely delivery of our residential projects. We are pleased to share that soon after the end of the year under review, The Phoenix Mills Limited has entered into a strategic platform with Canada Pension Plan Investment Board (CPPIB) for retail real estate projects in India. In the coming years, our Company will look to expand its footprint across India and grow its portfolio by the way of Greenfield/ Brownfield retail led mixed-use Developments through this platform.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current & future outlook of the Company.

There was no change in the nature of business of the Company.

Share Capital

During the year under review, the Company issued and allotted 78,055 Equity Shares of Rs, 2/- each pursuant to exercise of stock options. Consequently, the paid up equity share capital as on March 31, 2017 stood at Rs, 306,133,814 divided into 153,066,907 equity shares of Rs, 2 each.

During the year, the Company has not issued shares with differential voting rights nor sweat equity shares and hence no information as per the provisions of Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with the relevant Rules is furnished.

Further, during the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Dividend

Subject to the approval of the Company''s shareholders in the ensuing Annual General Meeting (''AGM''), the Board at its meeting held on May 10, 2017 has recommended a final dividend of '' 2.40/- per share for the Financial Year ended March 31, 2017, (@120%) for each fully paid up Equity Share of Rs, 2/-. The said dividend, if declared at the ensuing AGM, shall not be taxable in the hands of the shareholders.

The Register of Members and Share Transfer Books will remain closed from Wednesday, September 20, 2017 till Monday, September 25, 2017 (both days inclusive) for the purpose of payment of final dividend and the Annual General Meeting scheduled to be held on Monday, September 25, 2017.

Transfer to Reserves

The Board has not recommended any transfer to the General Reserves out of the amount available for appropriation and an amount of Rs, 1252.62 million is proposed to be carried forward to the Statement of Profit and Loss.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

Management Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI (LODR) Regulations, 20151 is presented in a separate section forming part of the Annual Report.

Particulars of Contracts or Arrangement with Related Parties

All related party transactions that were entered into during the Financial Year 2016-17 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). There are no materially significant related party transactions made by the Company under Section 188 of the Act and the Listing Regulations, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Consequent upon which details as prescribed in Form AOC-2 are not required to be disclosed.

The details of transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review, is given under Note 32 of the Notes to Accounts, which forms part of the Annual Report.

Material changes and commitments affecting financial position between the end of the Financial Year and date of the Report

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the Financial Year of the Company and date of this Report.

Performance of Subsidiary Companies, Associates and Joint Venture Companies

As on March 31, 2017, the Company has 17 direct subsidiaries, 7 indirect subsidiaries and 4 associates. During the year under review, Alyssum Developers Private Limited was incorporated on March 17, 2017 as a step-down subsidiary of the Company. Further, Classic Mall Development Company Private Limited ceased to be a subsidiary of the Company w.e.f March 31, 2017 and was classified as an associate from the same date. Further, Escort Developers Private Limited ceased to be an associate of the Company w.e.f March 31, 2017. During the year under review, your Company did not have any Joint Venture Company.

During the year, the Company''s Board reviewed the affairs of its subsidiaries on a quarterly basis. The consolidated financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013 and include the financial statements of all its subsidiaries and forms part of the Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed Form AOC-1 is given on page no. 267 of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and adheres to the requirements set out by the Securities and Exchange Board of India. A detailed Report on Corporate Governance forms part of the Annual Report. Certificate from M/s. Rathi & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the SEBI (LODR) Regulations, 2015 is appended as Annexure I to this Report.

Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIA to this Report.

A Statement containing the name of the top ten employees in terms of remuneration drawn and of employees employed throughout the Financial Year and who were in receipt of remuneration of Rs, 1 .02 Crores or more in a year in the aggregate and of employees employed for part of the Financial Year and who were in receipt of remuneration of Rs, 8.5 Lakhs or more per month and of employees employed throughout the Financial Year or part thereof, who were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of the remuneration drawn by the Managing Director and /or Whole - time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company as per Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIB to this Report.

Payment of managerial remuneration/commission to Directors from Holding or Subsidiary Companies

The Company does not have a Holding Company. The managerial personnel i.e. Managing Director and Whole-time Directors of the Company are not in receipt of any managerial remuneration/ commission from any subsidiary of the Company.

Board of Directors

There was no change in the Board of Directors and Key Managerial Personnel of the Company during the year under review and none of the Directors of the Company have resigned from the post of Director of the Company.

Mr. Amit Kumar Dabriwala, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 (''Act''). The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they continue to meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Atul Ruia, Joint Managing Director, is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. A brief profile of Mr. Atul Ruia who is proposed to be re-appointed in terms of Regulation 36(3) of the SEBI (LODR) Regulations, 2015 is given in the AGM Notice contained in the Annual Report. The Board recommends the aforesaid re-appointment for your approval in the ensuing AGM.

Board Meetings

The Board of Directors met 4 (Four) times during the Financial Year ended March 31, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made there under, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed by the Companies Act, 2013 and Rules made there under.

Familiarization Program for Independent Directors

All new Directors inducted into the Board are given a detailed orientation and induction. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment setting out the role and responsibilities. The format of the letter of appointment is available on our website.

During the year under review, no new Independent Director was inducted on the Board of the Company.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 14, 2017 without the presence of the Management in which they discussed and evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole, through evaluation feedback forms. The Nomination and Remuneration Committee at its meeting held on February 14,

2017 also evaluated the performance of the individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board at its meeting held on May 10, 2017 has also evaluated the performance of individual Directors, Board Committees and the Board and has noted its satisfaction on the outcome.

Nomination and Remuneration Committee

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Ms. Shweta Vyas as the Chairperson and Mr. Amit Kumar Dabriwala and Mr. Sivaramakrishnan Iyer as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The aforementioned detailed Policy duly approved and adopted by the Board is appended as Annexure III to this Report. The current Policy focuses on having an appropriate mix of Executive and Independent Directors to maintain the independence of the Board. There has been no change in the Policy since the last Financial Year. The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Policy and as reviewed and recommended by the Nomination and Remuneration Committee.

Audit Committee

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (''the Act'') and the rules made there under (including any statutory enactments thereof) and comprises of Mr. Amit Kumar Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and the SEBI (LODR) Regulations 2015 is detailed in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

Whistle Blower Policy/Vigil Mechanism for the Directors and Employees

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy/Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the Financial Year ended March 31, 2017.

Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy. pdf for more details related to Whistle Blower Policy/Vigil Mechanism.

The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015

The Board of Directors at their meeting held on May 28, 2015 have approved and adopted ''The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015'' (''the Insider Trading Policy'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy lays down guidelines and procedures to be followed, disclosures to be made while dealing in the securities of the Company. The Policy also states the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of dealings by the employees and to maintain highest ethical standards.

The Insider Trading Policy along with the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company.

Listing Agreement

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were notified by the Securities and Exchange Board of India on September 2, 2015 which came in effect from December 1, 2015. As per the new regulations, all listed companies were required to enter into a fresh Listing Agreement within a period of 6 months from the effective date. The Company entered into a Listing Agreement with BSE Limited and National Stock Exchange of India Limited on December 21, 2015.

Risk Management Policy

The Board of Directors of the Company has framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and defined a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

Corporate Social Responsibility Policy

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (''CSR'') Committee which comprises of Mr. Ashokkumar Ruia as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. The Board of Directors of the Company has also adopted and approved a CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been provided in the CSR Report appended as Annexure IV to this Report. The Report also contains the composition of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company''s website and can be accessed at the link http://www. thephoenixmills.com/CSRPolicy.pdf

Revision of Financial Statement

There was no requirement of revising the financial statements of the Company for the Financial Year under review.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans, guarantees, investments and securities provided during the Financial Year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof under Section 186 of the Companies Act, 2013, has been given under Note 44 of the Notes to Accounts.

Employee Stock Option Scheme (''ESOP'')

The details of Equity Shares issued under Employees Stock Option Scheme during the Financial Year under review as required under SEBI (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

Details as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at http://www.thephoenixmills. com/DisclosureunderRegulation14ofESOPRegulations2015for financialye.pdf

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control Systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the Internal Financial Controls with reference to the Financial Statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2017, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for that period;

c. proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Audit

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made there under (including any statutory enactments thereof), the Board had appointed M/s. Rathi and Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2016-17. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2016-17 is appended as Annexure VI to this Report.

The said report does not contain any observation or qualification or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s. Rathi and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2017-18.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A. M. Ghelani and Company, Chartered Accountants (Firm Regn. No. 103173W) and M/s. Chaturvedi and Shah, Chartered Accountants (Firm Regn. No. 101720W), Joint Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. The term of office of both the aforesaid Statutory Auditors has concluded.

The Board recommends the appointment of M/s. DTS & Associates, Chartered Accountants (Firm Regn. No. 142412W), as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s 117th Annual General Meeting.

M/s D.T.S & Associates, Chartered Accountants, is a firm of talented professionals providing audit, assurance, taxation & advisory services. Mr. T. P. Ostwal is the founding partner of the firm who has been in practice since 1978 and in addition to audit and assurance, has extensive experience in advising national and multinational clients in direct tax, cross-border taxation, transfer pricing, business acquisitions, mergers etc. It has a team of partners assisted by skilled and dedicated professionals.

The said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Statutory Auditors of the Company.

Auditors'' Report

The matters of emphasis referred by the Auditors in their Report read with the relevant notes given in the Notes to Accounts for the year ended March 31, 2017, are detailed and self-explanatory and do not require any further explanation.

Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial Year ended March 31, 2017 made under the provisions of Section 92(3) of the Act in the prescribed Form MGT-9 is appended as Annexure VII to this Report.

Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) (A & B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Foreign Exchange Outgo and Earnings

Total Foreign Exchange used and earned for the financial year 2016-17:

(a) Total Foreign Exchange Earnings - Rs, 4.36 lakhs

(b) Total Foreign Exchange Outgo - Rs, 297.48 lakhs

Sexual Harassment Policy

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder.

During the year under review, no complaints in relation to such harassment at workplace have been reported.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory Authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, subcontractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors

For The Phoenix Mills Limited

Place: Mumbai Ashokkumar Ruia

Date: August 2, 2017 Chairman & Managing Director

DIN: 00086762

Regd. Office Address:

462, Senapati Bapat Marg,

Lower Parel, Mumbai - 400 013,

CIN: L17100MH1905PLC000200

Tel.: (022) 2496 4307/8/9

Fax.: (022) 2493 8388

Email: [email protected]

Website: www.thephoenixmills.com


Mar 31, 2016

The Directors are pleased to present the 111th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2016.

Financial Results (Standalone)

(Rs. In Million)

Particulars Year ended Year ended 31.03.2016 31.03.2015

Sales and other Income 4548.16 4121.90

Profit before Interest, Depreciation, Exceptional Items and Tax 3388.61 2998.37

Less: Interest & Finance Charges 687.85 706.66

Less: Depreciation 293.15 310.49

Profit Before Tax and Exceptional Items 2407.61 1981.22

Profit Before Tax and After Exceptional Items 2127.61 1138.72

Less: Provision for Taxation:

Current Tax 639.00 532.00

Deferred Tax (20.31) (11.80)

Net Profit after Tax 1508.93 618.52

Balance brought forward from Previous Year 5697.68 5674.59

Profit available for appropriation 7206.61 6293.11

Less Appropriations:

General Reserves - 200.00

Proposed Dividend 353.89 318.90

Corporate Dividend Tax 71.62 64.92

Adjustment of Depreciation as per Transitional Provision of Part C Paragraph 7(b) of - 11.61 Schedule II of the Companies Act, 2013

Balance Carried Forward to Profit & Loss Account 6781.10 5697.68

Operations

The Phoenix Mills Ltd., today is one of the largest retail led real estate Company in India, with a portfolio comprising of over 17.5 million square feet of retail, commercial, hospitality and residential assets spread over 100 acres of land, our Company is best positioned in the industry to serve the people of India, one of the fastest growing economy in the world. Our mixed-used model of development gives us a 5-6 years head start in building top quality assets in the key gateway cities of India.

The Phoenix Mills Ltd. is a proxy to the great Indian Consumption Story. During FY16, we clocked total retail consumption of Rs. 54 bn across our retail properties with a total rental income of Rs. 7.1 bn. Our consumption has grown at a CAGR of 38% between FY12 and FY16, while Rental Income has shown a CAGR of 34%. A host of top international brands open their first store in India at our malls, validating our position as the best mall in the city we operate. Our malls are not just meant for shopping, but offer the widest choice of F&B, entertainment and have emerged as experience centres where families prefer to spend the entire day. We have 9 retail assets with a leasable area of approx. 6.0 million square feet in Mumbai, Bangalore, Chennai, Pune, Lucknow & Bareilly. Phoenix Paragon Plaza at Kurla started operations this year while our luxury mall Palladium at Chennai is still under construction.

During the year, The Phoenix Mills Ltd. through its wholly owned subsidiary Big Apple Real Estate Pvt. Ltd. has increased its ownership in Upal Developers Pvt. Ltd. and Blackwood Developers Pvt. Ltd from 77.2% to 100% by buying out the stake of its partners. Phoenix United Malls at Lucknow & Bareilly have good growth potential and will allow the Company to tap the rising consumption in the smaller cities. Our Market City malls at Pune, Bangalore, Mumbai & Chennai are now stabilized and we continue to enhance our offerings by improving the brand-mix, offering more F&B and entertainment options etc. During the last year, 33% of area in PMC Pune was up for renewal and we have managed to close the new deals at a significant premium to the old rates.

We have an on-going and planned residential portfolio of 5.5 million square feet of which we have launched 3.05 million square feet and sold 1.78 million square feet in cities of Bangalore, Chennai and Pune. In addition to this, we have 1.71 million square feet of completed/ under-construction commercial projects of which we have sold 1.03 million square feet. Our premium office space Art Guild House (0.76 million square feet) is nearing completion.

We are happy to share that Palladium Hotel has been re-branded as The St. Regis, Mumbai during this year marking the India debut of the Starwood Hotel''s most premium brand. Total income for the year was Rs. 2,182 mn, a 27% increase over last year. With a total of 395 rooms, the hotel clocked an average occupancy of 72% with an ARR of Rs. 9,284, showing strong growth in Room, F&B and Banquet revenues. Courtyard by Marriott completed its first full year of operations and did revenues of Rs. 281 mn with 45% occupancy and ARR of Rs. 4,509. Within a short span of time, it was ranked amongst the top hotels in Agra.

During FY 2016, our focus was to consolidate the position of our malls, improve the profitability of our Hotels business and timely execution of our residential projects. In the coming year, we will commence hand over at One Bangalore West Phase I located at Rajajinagar in Bangalore, The Crest located at Nehru Nagar in Chennai and the commercial project Art Guild House located at Kurla in Mumbai. We also eagerly look forward to launching the luxury mall Palladium at Chennai.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current & future outlook of the company. Further, during the year under review there was no change in the nature of business.

Share Capital

During the year under review, the Company issued and allotted by way of QIP, 79,91,907 Equity Shares of Rs. 2/- each fully paid-up at an Issue Price of Rs. 353.60 per Equity Share (including a premium of Rs. 351.60 per Equity Share) aggregating to Rs. 2825.94 Million. The proceeds of the issue was used for the purpose as stated in the Placement Document.

Further, during the Financial Year, the Company pursuant to exercise of stock options has issued and allotted 40,250 Equity Shares of Rs. 2 each. Consequently, the paid up equity share capital as on March 31, 2016 stood at Rs. 30,59,77,704 divided into 15,29,88,852 equity shares of Rs. 2 each.

During the year, the Company has not issued shares with differential voting rights nor sweat equity shares and hence no information as per the provisions of Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with the relevant Rules is furnished.

Further, during the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Dividend

During the year under review, the Board in its meeting held on March 9, 2016 declared and paid Interim Dividend of Rs. 1.75/- per share (@ 87.5%) for each fully paid up Equity Share of Rs. 2/-.

Further, subject to the approval of the Company''s shareholders in the ensuing Annual General Meeting (AGM), the Board in its meeting held on May 13, 2016 has also recommended a final dividend of Rs. 0.45/- per share for the Financial Year ended March 31, 2016, (@ 22.5%) for each fully paid up Equity Share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

The Register of Members and Share Transfer Books will remain closed from Friday, September 2, 2016 till Thursday, September 8, 2016 (both days inclusive) for the purpose of payment of final dividend and the Annual General Meeting scheduled to be held on Thursday, September 8, 2016.

Transfer To Reserves

The Board has not recommended any transfer to the General Reserves out of the amount available for appropriation and an amount of Rs. 6781.10 million is proposed to be carried forward to the Statement of Profit and Loss.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Management Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI (LODR) Regulations, 2015'') is presented in a separate section forming part of the Annual Report.

Particulars of Contracts or Arrangement with Related Parties

All related party transactions that were entered into during the Financial Year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company under Section 188 of the Companies Act 2013, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Consequent upon which details as prescribed in Form AOC-2 are not required to be disclosed.

The details of transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review, is given under Note 24 of the Notes to Accounts, which forms part of the Annual Report.

Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the Financial Year of the Company and date of this report.

Performance of subsidiary companies, associates and joint venture companies

As on March 31, 2016, the Company has 16 direct subsidiaries, 8 indirect subsidiaries and 6 associates. During the year under review, there were no additions or deletions in the subsidiaries of the Company except Savannah Phoenix Private Limited which was earlier an associate and became a subsidiary w.e.f. April 7, 2015 and Gangetic Hotels Private Limited, which has become a subsidiary of the Company with effect from October 6, 2015. During the year under review, your Company did not have any Joint Venture Company.

During the year, the Company''s Board reviewed the affairs of its subsidiaries on a quarterly basis. The consolidated financial statements of the Company are prepared in accordance with Section 129(3) of the Companies Act, 2013 and includes the financial statements of all its subsidiaries and forms part of the Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed format AOC-1 is given on page no. 226 of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries and associates.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of M/s. Rathi & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Regulation 34(3) read with Para E of Schedule V of the SEBI (LODR) Regulations, 2015 is appended as Annexure I to this report.

Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIA to this report.

A statement containing the name of employees employed throughout the Financial Year and who are in receipt of remuneration of Rs. 60 Lakhs or more in a year and employees employed for part of the year and in receipt of remuneration of Rs. 5 lakhs or more in a month and employees employed throughout the Financial Year or part thereof, who were in receipt of remuneration in that year which in the aggregate, or as the case maybe, at a rate which, in the aggregate, is in excess of the remuneration drawn by the Managing Director and / or Whole - Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IIB to this report.

Payment of managerial remuneration/commission to directors from holding or subsidiary companies

The Company does not have a Holding Company. The managerial personnel i.e. Managing Director and Whole-time Directors of the Company are not in receipt of any managerial remuneration/commission from any subsidiary of the Company.

Board of Directors

Mr. Amit Kumar Dabriwala, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013. The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they continue to meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Mr. Suhail Nathini, Independent Director resigned from the Board w.e.f February 1, 2016. The Board places on record, its immense appreciation and gratitude for the services rendered by Mr. Nathani during his long tenure with the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Pradumna Kanodia, Director, is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr. Pradumna Kanodia was appointed as Director-Finance of the Company for a period of 5 years w.e.f April 28, 2011. Mr. Kanodia''s term as Director - Finance expired on April 27, 2016. Mr. Kanodia has contributed extensively to the growth of the Company in the areas of project financing and banking thus supporting implementation of the business plans of the Phoenix Group. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Pradumna Kanodia as Director-Finance of the Company for a period of five years with effect from April 28, 2016, liable to retire by rotation.

The term of office of Mr. Shishir Shrivastava as Joint Managing Director of the Company is due to expire on July 29, 2016. Mr. Shishir Shrivastava is spearheading the Company''s business development initiatives to effect its next round of expansion plans. Considering his valuable contribution in the growth and expansion of the Company it would, therefore be in the interest of the Company to continue to avail the benefits of his expertise.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr. Shishir Shrivastava as Joint Managing Director of the Company for a period of five years with effect from July 30, 2016, liable to retire by rotation.

The aforesaid appointments of Mr. Pradumna Kanodia as Director Finance and Mr. Shishir Shrivastva as Joint Managing Director of the Company would require consent of the shareholders of the Company pursuant to Section 196 read with Schedule V of the Companies Act, 2013.

A brief profile of the Directors proposed to be appointed and re-appointed in terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015 is given in the AGM Notice contained in the Annual Report. The Board recommends the aforesaid re-appointments for your approval in the ensuing AGM.

Board Meetings

The Board of Directors met 7 times during the Financial Year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and rules made thereunder.

Familiarization Program for Independent Directors

All new directors inducted into the Board are given a detailed orientation and induction. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment setting out the role and responsibilities. The format of the letter of appointment is available on our website.

During the year under review, no new director was inducted on the Board of the Company.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of clause (p) of sub-section (3) of Section 134 the Companies Act, 2013 and pursuant to sub - regulation (10) of Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 10, 2016 without the presence of the management in which they discussed and evaluated the performance of the Chairman, Executive Directors and KMPs and the Board as a whole through evaluation feedback forms. The Nomination and Remuneration Committee in its meeting held on February 10, 2016 also evaluated the performance of the Individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board in its meeting held on May 13, 2016 has also evaluated the performance of individual directors, Board Committees and the Board and has noted its satisfaction on the outcome.

Nomination and Remuneration Committee

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Ms. Shweta Vyas as the Chairman and Mr. Amit Kumar Dabriwala and Mr. Sivaramakrishnan Iyer as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed policy duly approved and adopted by the Board is appended as Annexure III to this report. The current policy focuses on having an appropriate mix of executive and independent directors to maintain the independence of the Board. There has been no change in the Policy since the last Financial Year. The Board affirms that the remuneration paid to the directors is as per the terms laid out in the Policy and as reviewed and recommended by the Nomination and Remuneration Committee.

Audit Committee

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof) and comprises of Mr. Amit Kumar Dabriwala as the Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of the Committee. The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and SEBI (LODR) Regulations 2015 is detailed in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

Whistle Blower Policy/Vigil Mechanism for The Directors and Employees

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy/Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the Financial Year ended March 31, 2016.

Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdffor more details related to Whistle Blower Policy/Vigil Mechanism.

The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015

The Board of Directors at their meeting held on May 28, 2015 have approved and adopted ''The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders, 2015'' (''the Insider Trading Policy'') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy lays down guidelines and procedures to be followed, disclosures to be made while dealing in the securities of the Company. The Policy also states the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of dealings by the employees and to maintain highest ethical standards.

The Insider Trading Policy along with the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company.

Listing Agreement

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were notified by the Securities and Exchange Board of India on September 2, 2015 which came in effect from December 1, 2015. As per the new regulations, all listed companies were required to enter into a fresh Listing Agreement within a period of 6 months from the effective date. The Company entered into a Listing Agreement with BSE Limited and National Stock Exchange of India Limited on December 21, 2015.

Risk Management Policy

The Board of Directors of the Company has framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

Corporate Social Responsibility Policy

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee which comprises of Mr. Ashokkumar Ruia as the Chairman of the Committee and Mr Atul Ruia and Ms. Shweta Vyas as members of the Committee. The Board of Directors of the Company has also adopted and approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been provided in the CSR Report appended as Annexure IV to this report. The report also contains the composition of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company''s website and can be accessed in the link http://www.thephoenixmills. com/CSRPolicy.pdf

Revision of Financial Statement

There was no requirement of revising the financial statements of the Company for the year under review.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans, guarantees, investments and securities provided during the Financial Year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof under Section 186 of the Companies Act, 2013, has been given under Note 40 of the Notes to Accounts.

Employee Stock Option Scheme (ESOP)

The details of Equity Shares issued under Employees Stock Option Scheme during the Financial Year under review as required under SEBI (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

Details as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at http://www.thephoenixmills.com/DisclosureunderRegulation 14 of ESOP Regulations 2015.pdf.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control Systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2016, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for that period;

c. proper and sufficient care was taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Audit

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) the Board had appointed M/s Rathi and Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. Secretarial Audit Report issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2015-16 is appended as Annexure VI to this report.

The said report does not contain any observation or qualification or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s Rathi and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2016-17.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A.M. Ghelani and Company (Firm Regn. No.103173W), Chartered Accountants and M/s. Chaturvedi and Shah (Firm Regn. No. 101720W), Chartered Accountants, Joint Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting.

The said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2016-17, if re-appointed.

The Board recommends the re-appointment of M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, as the Joint Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s 112th Annual General Meeting.

Auditors'' Report

The matters of emphasis referred by the Auditors in their Report read with the relevant notes given in the Notes to Accounts for the year ended March 31, 2016, are detailed and self-explanatory and do not require any further explanation.

Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial Year ended March 31, 2016 made under the provisions of Section 92(3) of the Act in the prescribed Form MGT-9 is appended as Annexure VII to this Report.

Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3)(A & B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity at the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

Foreign Exchange Outgo and Earnings

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 and 31 of the Notes to Accounts forming part of the financial statements for the Financial Year ended March 31, 2016.

Sexual Harassment Policy

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the Regulatory Authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board of Directors For The Phoenix Mills Limited



Place: Mumbai Ashokkumar Ruia

Date: May 13, 2016 Chairman & Managing Director

DIN: 00086762

Regd. Office Address:

462, Senapati Bapat Marg,

Lower Parel, Mumbai - 400013,

CIN: L17100MH1905PLC000200

Tel.: (022) 2496 4307/8/9

Fax.: (022) 2493 8388

Email: [email protected]

Website: www.thephoenixmills.com


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 110th Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs. In Million)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Sales and other Income 4121.90 3747.99

Profit before Interest, Depreciation, Extraordinary Items and Tax 2998.37 2730.73

Less: Interest & Finance Charges 706.66 444.08

Less: Depreciation 310.49 254.38

Profit Before Tax 1138.72 2032.25

Less: Provision for Taxation:

Current Tax 532.00 480.00

Deferred Tax (11.80) 26.70

Net Profit After Tax 618.52 1525.55

Balance brought forward from Previous Year 5674.59 4721.85

Profit available for appropriation 6293.11 6247.40

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.90 318.66

Corporate Dividend Tax 64.92 54.16

Balance Carried Forward to:

Profit & Loss Account 5697.68 5674.59

OPERATIONS

Consumption is one of the central economic themes of 21st century India. With a large Indian middle class emerging as the big force and consumerism getting embedded into our culture, we are clearly more of a consumption play than a pure real estate company. Our retail malls have become highly 'sought after' destinations by the top-end national and international brands. Our mixed-used development portfolio is difficult to replicate, giving us a head-start for 5-6 years. Having created prime retail destinations, we have the ability to attract high-quality occupiers / retailers.

We have 17.88 mn square feet of completed and on-going large format mixed-use and residential projects. We have 9 retail assets with a leasable area of 6.2 million sq. ft. mainly in Tier-1 cities of Mumbai, Bengaluru, Chennai and Pune. All our large-format retail malls are now operational. With an aggregate of more than 2000 stores and a fantastic array of leading domestic and global retail brands, our malls exhibit great substance and large operational scale.

The Phoenix Mills Limited (PML) has emerged as the leading retail led real-estate firm and the largest mall developer / operator across India. We have emerged as a leading commercial and residential property developer through our mixed-use asset development strategy.

We are suitably positioned to capitalise on India's ever-growing consumption story. The response to all our malls has been tremendous, evident through steadily rising consumption numbers. In FY15 the total consumption was Rs. 49 bn. We have seen a CAGR of 38% in the last three years. We are continuing to witness strong footfalls aggregating nearly Rs. 8.6 million per month across our malls indicating strong consumer interest towards our malls as a retail destination.

As each of our malls are nearing maturity in terms of awareness and brand pull,we expect footfalls and consumption numbers to steadily keep growing. Our focus continues to be on maintaining and enhancing our retail-led assets. Palladium Chennai, our luxury mall adjoining Phoenix Marketcity, Chennai, with 0.22 million sq. ft. of leasable area, is currently under construction.

We have an ongoing and planned residential portfolio of approximately 5.5 million square feet of which we have sold over 1.6 million square feet in cities of Bangalore, Chennai and Pune. In addition to this we have more than 1.8 million square feet of completed and planned commercial portfolio in Mumbai and Pune and have a significant upcoming pipeline.

In our hospitality portfolio, Palladium Hotel atop Palladium Mall at HSP Complex is now maturing. With total keys of 389, the Hotel has clocked 66% occupancy for the year ended March 31,2015. The Courtyard by Marriott, our five- star hotel in the tourist city of Agra was launched in January 2015 and is garnering excellent response from all kinds of travellers.

During FY2015, our key focus has been consolidation of our market leadership as the owner, developer and manager of large-format, prime, retail-led assets in the city-centres of India, with multiple options for shopping, entertainment and fine-dining. With our retail-led mixed-use asset development model, we strive to yield the best returns for our shareholders and consumers. We have also increased our equity stakes in most of our SPVs to a majority status, allowing us to accrete them to the holding company.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

SHARE CAPITAL

During the year under review, the Company issued 1,11,250 equity shares of Rs. 2/- each upon exercise of stock options. Consequently, the paid up equity share capital as on March 31, 2015 stood at Rs. 28,99,13,390 divided into 14,49,56,695 equity shares of Rs. 2 each. During the year, the Company has not issued shares with differential voting rights nor sweat equity shares. Further, the Company has issued 40,250 equity shares of Rs. 2 each upon exercise of stock options during the current financial year upto the date of this report. The paid up equity share capital as on the date of this report stood at Rs. 28,99,93,890 divided into 14,49,96,945 equity shares of Rs. 2 each.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company's shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 110% for the year ended March 31, 2015, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

TRANSFER TO RESERVES

The Board has recommended transfer of Rs. 200 Million to the General Reserve out of the amount available for appropriation and an amount of Rs. 5697.68 Million is proposed to be carried forward to the Statement of Profit and Loss.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company under Section 188 of the Companies Act 2013, with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Conseqent upon which details as prescribed in Form AOC-2 are not required to disclosed.

The details of transactions / contracts / arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, is given under Note 24 of the Notes to Accounts, which forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

SUBSIDIARY COMPANIES

As on March 31, 2015, the Company has 14 direct subsidiaries, 8 indirect subsidiaries and 8 associates. During the year under review, there were no additions or deletions in the subsidiaries of the Company. However, Savannah Phoenix Private Limited which was an associate earlier, has become a subsidiary of the Company with effect from April 7, 2015. During the year, the Company's Board reviewed the affairs of the subsidiaries on a quarterly basis. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further a statement containing salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is given under Note 51(ii) of the Notes to Accounts, which forms part of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at our registered office.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate of M/s. Rathi & Associates, Company Secretaries, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II a to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakhs or more or employed for part of the year and in receipt of remuneration of Rs. 5 lakhs or more in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II b to this report.

BOARD OF DIRECTORS

The Board of Directors in their meeting held on October 14, 2014 have appointed Ms. Shweta Vyas as an additional director in the category of Independent Director w.e.f October 14, 2014 to hold office till the conclusion of the ensuing annual general meeting. The Company has received notice from a shareholder under section 160 proposing the candidature of Ms. Shweta Vyas for appointment as an Independent Director.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) your Directors seek the appointment of Ms Shweta Vyas as Independent Directors for five consecutive years with effect from October 14, 2014. Details of the proposal for the appointment of Ms. Shweta Vyas are mentioned in the Explanatory Statement to the Notice of the 110th Annual General Meeting under Section 102 of the Companies Act, 2013.

Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas,

Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 and the Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Mr. Kiran Gandhi, Whole-time Director on the Company's Board has unfortunately passed away on May 31, 2015 and has accordingly ceased to be a Director. Mr. Gandhi has been associated with the Phoenix Group since 1970 in various capacities including as the head of finance, culminating in his elevation to the Board as a Whole Time Director. The Board places on record, its deep regret and sorrow at his passing and expresses its immense appreciation and gratitude for the invaluable services rendered by Mr. Kiran Gandhi during his long tenure with the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava, Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A brief profile of the Directors proposed to be appointed and re-appointed as required by Clause 49 of the Listing Agreement is given in the AGM Notice contained in the Annual Report. The Board recommends the same for Shareholders' approval in the ensuing AGM.

BOARD MEETINGS

The Board of Directors met 7 times during the financial year ended March 31,2015, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and rules made thereunder.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted an Annual Performance Evaluation Policy. In terms of the Policy and as per the statutory provisions, the Independent Directors had a separate meeting on February 4, 2015 without the presence of the management in which they discussed and evaluated the performance of the Chairman, Executive Directors and KMPs and the Board as a whole through evaluation feedback forms. The Nomination and Remuneration Committee also evaluated the performance of the Individual Directors and the Board as a whole. On the basis of the feedback and report of the Independent Directors and the Nomination and Remuneration Committee, the Board has also evaluated the performance of individual directors, Board Committees and the Board and has noted its satisfaction on the outcome.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof), the Board has constituted the Nomination and Remuneration Committee of the Board which comprises of Mr. Suhail Nathani as the Chairman and Mr. Amit Kumar Dabriwala, Mr. Sivaramakrishnan Iyer and Ms. Shweta Vyas as members of the Committee.

The Board has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed policy duly approved and adopted by the Board is appended as Annexure III to this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder (including any statutory enactments thereof). The composition of the Audit Committee is in conformity with the provisions of the said section. The composition, scope and terms of reference of the Audit Committee as amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges is detailed in the Corporate Governance Report.

During the year under review, the Board of Directors of the Company have accepted all the recommendations of the Committee.

WHISTLE BLOWER POLICY / VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy / Vigil Mechanism for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee during the financial year ended March 31, 2015.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdf for more details related to Vigil Mechanism Policy.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The Board of Directors of the Company has also adopted and approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in the CSR Report appended as Annexure IV to this report. The report also contains the compositon of the CSR Committee as per Section 135(2) of the Companies Act, 2013.

The CSR Policy of the Company is available on the Company's website and can be accessed in the link http://www. thephoenixmills.com/CSRPolicy.pdf.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been is given under Note 39 of the Notes to Accounts, which forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company in its meeting held on December 19, 2007 has formulated and adopted The Phoenix Mills Employees Stock Option Plan 2007 which was approved by the shareholders on January 31, 2008. The aggregate number of options that may be granted under this scheme shall not exceed 33,90,000 Equity Shares of Rs. 2 each.

The details of equity shares issued under Employees Stock Option Scheme during the financial year under review as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, is annexed as Annexure V to this report.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Further, the internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit / loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL AUDIT

In terms of the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and the rules made thereunder (including any statutory enactments thereof) the Board had appointed M/s Rathi and Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 is appended as Annexure VI to this report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has re-appointed M/s Rathi and Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2015-16.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A.M. Ghelani and Company (Firm Regn. No. 103173W), Chartered Accountants and M/s. Chaturvedi and Shah (Firm Regn. No. 101720W), Chartered Accountants, Joint Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting.

The said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2015-16, if re-appointed.

The Board recommends the re-appointment of M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company's 111th Annual General Meeting.

AUDITORS' REPORT

The matters of emphasis referred by the Auditors in their Report read with the relevant notes given in the Notes to Accounts for the year ended March 31, 2015, are detailed and self-explanatory and do not require any further explanation.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is appended as Annexure VII to this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3)(A & B) of Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form. The Code has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board members and the Senior Management personnel have confirmed compliance with the Code.

FOREIGN EXCHANGE OUTGO AND EARNINGS

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 and 30 of the Notes to accounts forming part of the financial statements for the year ended March 31,2015.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company's objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board For The Phoenix Mills Limited

Date: June 20, 2015 Ashokkumar Ruia Place: Mumbai Chairman & Managing Director DIN: 00086762

Regd. Office Address: 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, CIN: L17100MH1905PLC000200 Tel.: (022) 2496 4307 / 8 / 9 Fax.: (022) 2493 8388 Email: [email protected], Website: www.thephoenixmills.com


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 109th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in million)

Year ended Year ended Particulars 301.03.2014 31.03.2013

Sales and other Income 3,747.99 3,271.28

Profit before Interest, Depreciation, Extraordinary Items and Tax 2,730.73 2,350.77

Less: Interest & Finance Charges 444.08 264.96

Less: Depreciation 254.38 275.40

Profit Before Tax 2,032.25 1,810.41

Less: Provision for Taxation:

Current Tax 480.00 473.50

Deferred Tax 26.70 (1.89)

Net Profit Afer Tax 1,525.55 1,338.79

Balance brought forward from Previous Year 4,721.85 3,955.88

Profit available for appropriation 6,247.40 5,294.67

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.66 318.66

Corporate Dividend Tax 54.16 54.16

Balance Carried Forward to:

Profit & Loss Account 5,674.59 4,721.86

OPERATIONS

The Phoenix Mills Limited (PML) has emerged as the leading retail led real-estate firm and the largest mall developer/operator across India. We have 22 rare and irreplaceable city-centric realty assets (retail, residential, commercial and hospitality) and over 6 million sq. f. of prime retail space under management. We have emerged as a leading commercial and residential property developer through our mixed-use asset development strategy.

Till date, we have delivered a multitude of projects aggregating nearly approx. 9 million sq. f. mainly in Tier-1 cities of Mumbai, Bengaluru, Chennai and Pune. We have 7 mega malls under direct management and 4 malls in Tier-II cities through strategic tie-ups and investments, with a gross leasable area of approximately 7 million sq. f. All our large-format retail malls are now operational. With an aggregate of 1900 stores and a fantastic array of approx. 400 leading domestic and global retail brands, our malls exhibit great substance and large operational scale. We have established our presence in major metros and Tier II cities of India.

Today, PML is suitably positioned to capitalise on India''s ever-growing consumption story. Te response to our HSP Complex and four distinctive Phoenix Marketcity malls has been tremendous, evident through steadily rising consumption numbers (total consumption of approx. Rs. 37 bn. in Tier I cities) and average trading density of Rs. 1,152 psf pm. We are continuing to witness strong footfalls aggregating nearly 7.5 million per month across our malls indicating strong consumer interest towards our malls as a retail destination.

As each of our malls mature in terms of awareness and brand pull, we expect footfalls and consumption numbers to steadily keep growing. Our focus continues to be on maintaining and enhancing our retail-led assets. Palladium Premio, our luxury mall adjoining Phoenix Marketcity, Chennai, with 0.21 million sq. f. of leasable area, is currently under construction.

During FY2014, our key focus has been consolidation of our market leadership as the owner, developer and manager of large- format, prime, retail-led assets in the city-centres of India, with multiple options for shopping, entertainment and fine-dining. With our retail-led mixed-use asset development model, we strive to yield the best returns for our shareholders and consumers.

In our hospitality portfolio, Palladium Hotel atop Palladium Mall at HSP Complex is now maturing. With the current inventory of 309 rooms (this will ramp up to 384 rooms/suites/serviced apartments), the Hotel has clocked 46% occupancy as on 31st March, 2014. The Courtyard by Marriott, our five-star hotel in the tourist city of Agra, is fast nearing completion and is scheduled to be launched during FY15.

Meanwhile, we continue to focus on smooth execution of our ''for sale'' commercial and residential projects currently under construction and our hotel in Agra, aggregating to nearly 6.7 million sq. f. of saleable/built-up area. These include upmarket residential, commercial and hospitality assets in Mumbai, Bengaluru, Chennai, Pune and Agra. These projects are under various stages of development and are scheduled to be made operational over the next four years. Through these assets, we are showcasing how we create large-scale world-class retail destinations and deliver multiple projects within time and budget.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company''s shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 110 % for the year ended 31st March, 2014, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-.

Te said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

Mr. Gautam Nayak, Director of the Company, resigned from the Board of Directors of the Company with effect from 28th May, 2014. The Board places on record its appreciation for the valuable services provided by him during his tenure as the Director of the Company.

Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal and Mr. Sivaramakrishnan Iyer, Directors of the Company, qualify to be Independent Directors within the meaning of Section 149 of the Companies Act, 2013 and the Company has received declaration of Independence from the abovestated Independent Directors.

Consequent to the notification of Section 149(4) and other applicable provisions of the Companies Act, 2013, your Directors seek the appointments of Mr. Amit Kumar Dabriwala, Mr. Suhail Nathani, Mr. Amit Dalal and Mr. Sivaramakrishnan Iyer as Independent Directors for a term upto 31st March, 2019. Details of the proposal for the appointment of Mr. Dabriwala, Mr. Nathani, Mr. Dalal and Mr. Iyer are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 109th Annual General Meeting.

Mr. Pradumna Kanodia and Mr. Shishir Shrivastava, Directors, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the Directors proposed to be appointed and re-appointed as required by Clause 49 of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders'' approval in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and accounts are being sent to all shareholders of the Company excluding the Statement containing the particulars of employees to be provided under the Act. Any shareholder interested in obtaining such particulars may write to the Company at its registered ofce.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Te disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 form part of the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

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

- they have 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 afairs of the Company as at 31st March , 2014 and of the Profit of the company for the year ended on that date;

- they have taken proper and sufcient 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; and

- the Annual Accounts for the year ended 31st March, 2014 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certifcate from M/s. Rathi & Associates, Company Secretaries in practice, confirming compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Your Company has voluntarily obtained a ''Secretarial Audit Report'' for the financial year ended 31st March, 2014 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

STATUTORY AUDITORS:

M/s. A.M. Ghelani and Company, Chartered Accountants (Firm Regn. No. 103173W) and M/s. Chaturvedi and Shah, Chartered Accountants (Firm Regn. No. 101720W), Joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956 and they are eligible for re-appointment.

Te said Statutory Auditors have confirmed their respective eligibility as per the provisions of the Companies Act, 2013 and their willingness to act as Auditors of the Company for Financial Year 2014-15, if re-appointed. Te Audit Committee and the Board of Directors recommend their appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s 110th Annual General Meeting.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2014, are detailed and self-explanatory and do not require any further explanation.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, estimates and expectations may constitute "forward looking statements" within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and the BSE Limited. The annual listing fees for the year 2014-15 has been paid to these Exchanges.

SUBSIDIARY COMPANIES:

During the year under review, Offbeat Developers Private Limited and Classic Mall Development Company Private Limited have become subsidiaries of the Company.

The Ministry of Corporate Affairs, Government of India, vide its General Circular has provided an exemption to companies from attaching the Financial Statements of subsidiary companies. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 29 to 31 of the Notes forming part of the financial statements for the year ended 31st March, 2014.

ACKNOWLEDGEMENT:

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co- operation and continued support. The Company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date: 28th May, 2014 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director

DIN: 00086762


Mar 31, 2013

The Directors are pleased to present the 108th Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in million)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Sales and other income 3,271.28 2,437.77

Profit before Interest, Depreciation, Extraordinary Items and Tax 2,350.77 1,857.62

Less: Interest & Finance Charges 264.96 165.45

Less: Depreciation 275.40 282.94

Profit Before Tax 1,810.41 1,409.24

Less: Provision for Taxation:

Current Tax 473.50 371.50

Deferred Tax (1.89) 15.68

Net Profit After Tax 1,338.79 1,053.42

Balance brought forward from Previous Year 3,955.88 3,439.14

Profit available for appropriation 5,294.67 4,492.56

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 318.66 289.69

Corporate Dividend Tax 54.16 46.99

Balance Carried Forward to:

Profit & Loss Account 4,721.86 3,955.88

OPERATIONS

The Phoenix Mills Limited (PML) has today garnered the reputation for being a leading retail led real-estate firm and one of the largest mall operators across India. It is the standard bearer in the retail industry with 11 irreplaceable city-centric malls that have become landmarks in themselves. With 11 large malls in 9 cities across India, PML has achieved an unprecedented scale and size of nearly 7.0 Mn sq. ft. of prime retail space under its portfolio. With our retail-led mixed-use asset development model, we strive to yield optimum returns for our shareholders and consumers.

We have transformed ourselves into the first malls of choice for our discerning consumers with some terrific ''first time'' brands at our HSP Mall, the four Phoenix Marketcities as well as at malls under our investee companies. Through an aggregate of nearly 2,000 stores and a fantastic array of hundreds of national and international retail brands across categories like Apparels, Accessories, Footwear, Electronics, Jewellery, F&B, Entertainment, etc, our malls exhibit great substance and large operational scale.

With three of our new big-ticket projects getting delivered during the year, FY2013 has turned out to be as prolific as FY2012. We are elated with the opening of our first hospitality project, the five-star hotel - Shangri-La in Mumbai, a premium mall-Phoenix Marketcity in Chennai and the launch of Phase I pre-sales at our large-scale standalone residential project - One Bangalore West during the year. All four distinctive malls under the Phoenix Marketcity franchise are now completely operational.

Phoenix Marketcity malls have received tremendous response from customers, evident from healthy footfalls and steadily rising consumption numbers. Across HSP and the three Phoenix Marketcity malls (excluding Phoenix Marketcity Chennai which opened only in January ''13), we continue to witness strong footfalls averaging nearly 1.0 Mn per month and healthy four-wheeler arrivals at nearly 65,000 cars per month, translating into high consumer spending. Meanwhile, Shangri-La Hotel which opened in December 12 clocked 54% occupancy for the quarter ending March ''13. Healthy traction was witnessed in sales of residential and commercial assets with pending inventories of ''Centrium'' (earlier 15 LBS) at Kurla, Mumbai and ''East Court, Pune being nearly sold out during the year. ''One Bangalore West'' received an unprecedented response when pre-sales of more than Rs. 6 Bn was achieved within first three days of its launch in September 12''

While we focus on attaining optimum operations at each of our malls, our project teams have centered their attention to the smooth execution of for-sale assets which are currently under construction. The development pipeline includes upmarket residential and commercial assets in Mumbai, Bangalore, Chennai and Pune with nearly 6 Mn sq. ft. of saleable area. Each of the projects is under various stages of development and scheduled to be launched between FY2014 and FY2016'' Moreover with ''Courtyard by Marriott1 hotel at Agra receiving finishing touches, we look forward to a grand launch of the property in this calendar year.

Management Discussion & Analysis (MDA), which forms a part of this report, deals comprehensively with our current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

DIVIDEND

Your Directors are pleased to recommend, for approval of the Company''s shareholders at the ensuing Annual General Meeting (AGM), a final dividend of 110% for the year ended March 31, 2013, i.e. Rs. 2.20/- for each fully paid up equity share of Rs. 2/-.

The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 2/- each to Rs. 45,00,00,000/- (Rupees Forty Five Crores only) divided into 22,50,00,000 (Twenty Two Crores Fifty Lacs) Equity Shares of Rs. 2/- each by creation of 7,50,00,000 (Seven Crores Fifty Lacs) new Equity Shares of Rs. 2/- each ranking pari passu with the existing Equity Shares of the Company.

RENEWAL OF SHAREHOLDERS APPROVAL ACCORDED AT EGM HELD ON JUNE 8, 2012 FOR FURTHER ISSUE OF SECURITIES

The shareholders at their Extra Ordinary General Meeting held on June 8, 2012 (EGM), had approved the proposal to raise funds upto Rs. 1000,00,00,000/-(Rupees One Thousand Crores) composed of or a combination of the issue of equity shares and/or any other convertible instruments in one or more tranches through Qualified Institutional Placement, Global Depository Receipts, American Depository Receipts, Foreign Currency Convertible Bonds and/or preferential issue and/or any other kind of public issue and/or private placement and/or any securities convertible into equity shares at the option of the Company as may be permitted under applicable laws from time to time at such terms and conditions as the Board of Directors may deem fit. It was contemplated that the proceeds of the proposed issue would be used among others to augment working capital requirements, fast track completion of the balance phases under development of existing projects, finance acquisitions for new projects, augment funding requirement for investment in subsidiaries/consolidation of holdings in project special purpose vehicles and for corporate purposes. The said EGM resolution was valid until June 7, 2013. It is proposed to renew the same by passing fresh resolution of shareholders at the ensuing AGM of the Company.

BOARD OF DIRECTORS

Mr. Amit Kumar Dabriwala and Mr. Suhail Nathani, Directors on the Company''s Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Mr. Gautam Nayak has been appointed as an Additional Director of the Company on January 14, 2013. Mr. Nayak is an Independent, Non-Executive Director on the Company''s Board. In accordance with the provisions of the Companies Act, 1956, Mr. Gautam Nayak, in his capacity as Additional Director, will cease to hold office at the ensuing Annual General Meeting. The Company has received notice along with requisite fee from a Member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Gautam Nayak, as Director of the Company. The Board recommends his appointment.

A brief profile of the said Director as required under Clause 49 of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders'' approval at the ensuing AGM.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its registered office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosure required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956,your Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed;

- the Directors have 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

- the Directors have 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; and

- the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance along with the Certificate from M/s Rathi & Associates, Company Secretaries in practice, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Your Company has voluntarily obtained a ''Secretarial Audit Report'' for the financial year ended March 31, 2013 from M/s Rathi & Associates, Company Secretaries in Practice, which is annexed to this report.

AUDITORS

M/s A.M. Ghelani and Company, Chartered Accountants and M/s Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confirmed their respective eligibility and willingness to act as Auditors of the Company for FY 2013-14, if re-appointed.

AUDITORS'' REPORT

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended March 31, 2013, are detailed and self-explanatory and do not require any further explanation.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fee for the year 2013-14 has been paid to these Exchanges.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, Island Star Mall Developers Private Limited has become a subsidiary of your Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE OUTGO AND EARNINGS

The particulars regarding foreign exchange expenditure and earnings are contained in Note Nos. 30 to 32 of the Notes forming part of the financial statements for the year ended March 31, 2013.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Reserve Bank of India, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date: May 30, 2013 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 107th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in million)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Sales and other Income 2,437.77 2,088.78

Profit before Interest, Depreciation, Extraordinary Items and Tax 1,857.62 1,576.66

Less: Interest & Finance Charges 165.45 85.52

Less: Depreciation 282.94 277.26

Profit Before Tax 1,409.24 1,213.88

Less: Provision for Taxation:

Current Tax 371.50 287.50

Deferred Tax 15.68 9.86

Net Profit After Tax 1,053.42 916.52

Balance brought forward from Previous Year 3,439.14 3,025.65

Profit available for Appropriation 4,492.56 3,942.17

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 289.69 260.72

Corporate Dividend Tax 46.99 42.30

Balance Carried Forward to: Profit & Loss Account 3,955.88 3,439.15

OPERATIONS:

The Phoenix Mills Limited is today widely considered to be a peer in the large retail mall format across India. Side by side, it is gradually making its mark in a variety of realty asset classes, namely commercial, residential and hospitality. These successes stem from the Company's firm belief in its mixed-use development model in which the proximity of one asset class to another creates additional value. In great part, FY2012 was a key milestone year on multiple fronts and was delivered with strong results by an astute and diligent management team that took project execution and mall operations to a loftier level. During FY2012, the Company progressed fruitfully on all three fronts: new launches, mall operations and on-going project execution.

With respect to new launches, the Company is proud to have completed and launched three mega malls in Pune, Bangalore and Kurla, Mumbai. With much anticipation and fanfare, these malls, unique in their own ways, received great reviews and appreciation from both retailers and consumers alike. Along with its legacy mall in Lower Parel and the fourth Phoenix Marketcity about to open in Chennai in FY2013, the Company has reached an unprecedented size and scale with 5 flagship in-city retail assets within its portfolio.

In terms of operations, the Company saw the footfalls and consumer spends reach record numbers at High Street Phoenix and Palladium, exceeding 1.5 million visitors per month on average. The three Phoenix Marketcity malls in Pune, Bangalore and Kurla, Mumbai all witnessed positive early response from consumers, which is expected to further improve over the next few years as each mall matures and becomes a magnet to a large number of loyal visitors.

In terms of projects, the Company is in advanced stages of construction and completion for its fourth Phoenix Marketcity in Chennai, which is expected to go into operations by Q2FY2013. It is also in advanced stages of construction and readiness for its premium luxury hotel The Shangri-La in Mumbai, which is expected to commence services in Q2FY2013. The Company has also progressed satisfactorily with its numerous commercial and residential projects in Pune, Bangalore and Chennai (Phase II of its Marketcity projects), which are at various stages of their development as planned.

The report on Management Discussion and Analysis (MDA), which forms part of this report, inter-alia, deals comprehensively with the operations and also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend, for approval of the Company's Shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 100% for the year ended 31st March, 2012, i.e., Rs. 2/- for each fully paid up equity share of Rs. 2/-. The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the Shareholders.

FURTHER ISSUE OF SECURITIES:

The Shareholders at their Extra Ordinary General Meeting held on 08th June, 2012, approved the proposal to raise funds upto 1000,00,00,000/-(Rupees One Thousand Crores only) composed of or a combination of the issue of equity shares and/or any other convertible instruments in one or more tranches through a Qualified Institutional Placement, Global Depository Receipts, American Depository Receipts, Foreign Currency Convertible Bonds and/or preferential issue and/or any other kind of public issue and/or private placement and/any securities convertible into equity shares at the option of the Company as may be permitted under applicable laws from time to time at such terms and conditions as the Board of Directors may deem fit. It is contemplated that the proceeds of the proposed issue would be used among others to augment working capital requirements, fast track completion of the balance phases under development of existing projects, finance acquisitions for new projects, augment funding requirement for investment in subsidiaries/consolidation of holdings in project special purpose vehicles and for corporate purposes.

BOARD OF DIRECTORS:

Mr. Kiran Gandhi, Whole-Time Director and Mr. Amit Dalal, Independent Director on the Company's Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. A brief profile of the said Directors as required by Clause 49 (IV) (G) of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for Shareholders' approval in the ensuing AGM.

Mr. Shribhanu Patki has resigned from the Board of Directors of the Company with effect from 28th June, 2012, due to his other commitments. The Board places on record its appreciation, for the contribution made by Mr. Patki during his tenure on the Board of the Company.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Company at its Registered Office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed;

- the Directors have 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 as at 31st March, 2012 and of the profit of the company for the year ended on that date;

- the directors have 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; and

- the annual accounts for the year ended 31st March, 2012 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

Your Company's commitment to effective Corporate Governance continues and the Company has always been at the forefront of benchmarking its internal systems and policies with accepted standards so as to facilitate the creation of long term value for its Shareholders.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled “Corporate Governance” is attached to this Annual Report along with a certificate from M/s Rathi & Associates, Company Secretaries in Practice, regarding the Company's compliance with the requirements of the Listing Agreement.

Your Company has voluntarily obtained a ‘Secretarial Audit Report' for the financial year ended 31st March, 2012 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS:

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confirmed their respective eligibility and willingness to act as Auditors of the Company for the FY 2012-13, if re-appointed.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2012, are detailed and self-explanatory and do not require further clarification under section 217 (3) of the Companies Act, 1956.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided,such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, the following companies have become subsidiaries of your Company:

- Mugwort Land Holdings Private Limited.

- Phoenix Hospitality Company Private Limited.

- Alliance Hospitality Services Private limited.

- Platinum Spaces Private Limited (formerly known as ‘Platinum Hospitality Services Private Limited').

- Sangam Infrabuild Corporation Private Limited.

- Graceworks Realty & Leisure Private Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any research and development activities in the field of construction, etc., nor imported any technology in relation thereto. Hence, there are no particulars regarding conservation of energy & technology for being furnished in this Annual Report.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in Note 34, Note 35 and Note 36 of the notes forming part of the financial statements for the year ended 31st March, 2012.

ACKNOWLEDGEMENT:

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support.

The company expresses its gratitude to the Customers for their trust and confidence in the Company. In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Date : 11th July, 2012 Ashokkumar Ruia

Place: Mumbai Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 106th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in million)

Particulars Year ended Year ended

31.03.2011 31.03.2010

Sales and other Income 2,088.45 1,397.96

profit before Interest, Depreciation, Extraordinary Items and Tax 1,576.66 986.46

Less: Interest & Finance Charges 85.52 85.53

Less: Depreciation 277.26 160.47

profit Before Tax 1,213.88 740.46

Less: Provision for Taxation:

Current Tax 287.50 151.50

Deferred Tax 9.86 (9.96)

Net profit After Tax 916.52 598.92

Balance brought forward from Previous Year 3,025.65 2,830.08

profit available for appropriation 3,942.17 3,429.00

Appropriations:

General Reserves 200.00 200.00

Proposed Dividend 260.72 173.81

Corporate Dividend Tax 42.30 29.54

Balance Carried Forward to:

profit & Loss Account 3,439.15 3,025.65

OPERATIONS:

The highlight of the year in terms of operations has been exceptional performance of High Street Phoenix and Palladium, both in terms of footfalls and trade conducted at the property. Parrallelly, the Company progressed towards fnishing the retail and commercial space under Phase I at Phoenix Marketcity Pune, to the extent that the mall was able to start operations in June 2011. The Company also made satisfactory progress with the marketing and construction of all its other Marketcity projects, of which Bangalore and Kurla, Mumbai are expected to be launched in September'11 and by Q3 FY2012 respectively, while Chennai is expected to become operational by Q4 FY2012. The Company also progressed with its other projects at various stages of their developments. The report on Management Discussion and Analysis (MDA), which forms part of this report, inter-alia, deals comprehensively with the operations and also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend, for approval of the Company's shareholders in the ensuing Annual General Meeting (AGM), a final dividend of 90 % for the year ended 31st March, 2011, i.e., Rs. 1.80/- for each fully paid up equity share of Rs. 2/-.

The said dividend, if declared in the ensuing AGM, shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

The Company's shareholders had in the AGM held on 28th September, 2010 approved the appointment of Mr. Shishir Shrivastava as the Company's Executive Director for a period of five years w.e.f. 18th March, 2010.

In view of the outstanding performance and contribution made by Mr. Shishir Shrivastava to the Company's progress in the year under review, the Company's Board has, in its meeting held on 30th July, 2011 approved the elevation of Mr. Shrivastava to the position of Group Chief Executive officer & Joint Managing Director of the Company for a period of five years w. e. f. 30th July, 2011.

Mr. Shishir Shrivastava has been appointed as Joint Managing Director on the Company's Board w. e. f. 30th July, 2011, for a period of 5 years without payment of remuneration to him by the Company, subject to approval of the shareholders in the ensuing Annual General Meeting. The Board recommends the same for shareholders' approval in the ensuing AGM.

Mr. Pradumna Kanodia has been appointed as an Additional Director on the Company's Board w. e. f. 28th April, 2011 and holds office till the ensuing Annual General Meeting of the Company. A Notice has been received from a member proposing his candidature as Director of the Company and the Board recommends the same for shareholders' approval in the ensuing AGM.

Mr. Kanodia has also been appointed as Director-Finance on the Company's Board w.e.f. 28th April, 2011 for a period of 5 years without payment of remuneration to him by the Company, subject to approval of the shareholders in the ensuing Annual General Meeting. The Board recommends the same for shareholders' approval in the ensuing AGM.

In the AGM held on 23rd September, 2008, Mr. Kiran Gandhi had been appointed as the Whole-Time Director on the Company's Board for a period of three years from 22nd April, 2008. Accordingly, his term ended on 21st April, 2011. The Company's Board in its meeting held on 28th April, 2011 has re-appointed Mr. Kiran Gandhi as Whole-Time Director w. e. f. 22nd April, 2011 for a further period of three years, subject to shareholders' approval in the ensuing AGM. The Board recommends the said re-appointment for shareholders' approval in the ensuing AGM.

Mr. Shribhanu Patki and Mr. Sivaramakrishnan Iyer, Independent Directors on the Company's Board, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. A brief profle of the said directors as required by Clause 49 (IV) (G) of the Listing Agreement is given in the AGM Notice contained in this Annual Report. The Board recommends the same for shareholders' approval in the ensuing AGM.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report.

However, as per the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its Registered office.

EMPLOYEE STOCK OPTION SCHEME (ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that: y in preparation of the annual accounts, the applicable accounting standards have been followed;

- the Directors have 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 as at 31st March, 2011 and of the profit of the company for the year ended on that date;

- the directors have taken proper and suffcient 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; and

- the annual accounts for the year ended 31st March, 2011 have been prepared on going concern basis.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and comply with all applicable regulatory norms. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" is attached to this Annual Report along with a certifcate from M/s Rathi & Associates, Company Secretaries in practice, regarding the Company's compliance with the requirements of the Listing Agreement.

Your Company has voluntarily obtained a ‘Secretarial Audit Report' for the financial year ended 31st March, 2011 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing AGM. They have confrmed their respective eligibility and willingness to act as Auditors of the Company for the FY 2011-12, if re-appointed.

AUDITORS' REPORT

The observations made by the Auditors in their Report read with the relevant notes given in the Notes on Accounts for the year ended 31st March, 2011, are detailed and self-explanatory and do not require further clarifcation under section 217 (3) of the Companies Act, 1956.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiaries. The audited annual accounts and other related information of our subsidiaries will be made available upon request. The same will also be available for inspection during business hours at our registered office.

During the year under review, the Company has acquired Butala Farm Lands Private Limited and Pinnacle Real Estate Development Pvt. Ltd. as its wholly-owned subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any research and development activities in the field of construction, etc., nor imported any technology in relation thereto. Hence, there are no particulars regarding conservation of energy & technology for being furnished in this Annual Report.

FOREIGN EXCHANGE OUTGO AND EARNINGS:

The particulars regarding foreign exchange expenditure and earnings are contained in item nos. 13 and 14 of schedule "R" annexed to and forming part of the financial statements.

ACKNOWLEDGEMENT

The Board of Directors place on record their appreciation of the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited

Place: Pune Ashokkumar Ruia

Date: 30th July, 2011. Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 105th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs in million,)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Salesand other Income 1,397.96 1,400.33

Profit before Interest, Depreciation, Extraordinary items and Tax 986.46 1100.90

Less: Interest & Finance Charges 85.53 49.48

Less: Depreciation 160.47 83.71

Profit before Tax 740.46 967.71

Less: Provision forTaxation

CurrentTax 151.50 186.00 Fringe Benefit Tax - 2.40

Deferred Tax (9.96) (2.86)

Net Profit after tax 598.92 782.17

Balance broughtforwardfrom Previous Year 2,830.08 2,517.38

Profit availableforappropriation 3,429.00 3,299.55

Appropriations:

Proposed Dividend 173.81 144.85

Corporate Dividend Tax 29.54 24.62

Balance Carried Forward to:

(a) General Reserves 200.00 300.00

(b) Profit&LossAccount 3,025.65 2,830.08

OPERATIONS:

The most significant development during the year in review has been the launch of "Palladium", our new premium mall at High Street Phoenix (HSP). During the year in review, occupancy levels, footfall and retailer demand at HSP have been very encouraging. The reporton Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia, deals compre hensively with the operations as also current and future outlook of the Company.

DIVIDEND:

Your Directors are pleased to recommend to pay final dividend at the rate of 60% (Rs.1.2 for each fully paid equity share of Rs.2/-each)subject to the approval of the shareholders in the ensuing annual general meeting.

The dividend declared for the year2009-10 shall not be taxable in the hands of the shareholders.

BOARD OF DIRECTORS:

A. Mr. Anand Bajoria resigned from the Board of Directors with effect from 11th March, 2010.

B. Mr. Bharat Bajoria resigned from the Board of Directors with effect from 6th August, 2010.

C. Re-appointment of Mr. Ashokkumar Ruia and Mr. Atul Ruia as the Chairman & Managing Director and Joint Managing Director, respectively:

The Board of Directors of the Company at its meeting held on 28th January, 2010, subject to the approval of the shareholders, re-appointed Mr. Ashokkumar Ruia as the Chairman & Managing Director of the Company and Mr. Atul Ruia as the Joint Managing Director of the Company w.e.f. 1st April, 2010forfurther period of 5 (five) years on the revisedterms and conditions. The Board recommends thesaid re- appointments for the shareholder sapproval.

D.Appointment of Mr.Shi shir Shrivastavaasan Executive Director:

During the year under review, Mr. Shishir Shrivastava has been appointed as an Executive Director on the Companys Board with effect from 18th March,2010,subject to approval of the shareholders in the ensuing annual general meeting.The Board recommends the said appointment for shareholdersapproval.

E. The following directors are liable to retire by rotationan and bing eligible, offer themselves forre-appointment at the ensuing Annual General Meeting; i. Mr.SuhailNathani

ii. Mr.AmitkumarDabriwala

A brief profile of the Directors mentioned in points C, D, E above, is given in the Notice of the Annual General Meeting as required byClause49(IV)(G)oftheListingAgreement with the Stock Exchanges.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the DirectorsReport.

However, as per the provisions of Section 219 (l)(b)(iv)ofthe said Act, the annual report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its Registered Office.

EMPLOYEE STOCK OPTION SCHEME(ESOP):

The disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given in the Annexure to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section217(2AA) of the Companies Act, 1956yourDirectors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed;

- the Directors have 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 as at 31st March, 2010 and of the profit of the company for the year ended on that date;

- the directors have 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 detectingfraud and other irregularities; and

- the annual accounts for the year ended 31st March, 2010 have been prepared on going concern basis;

CORPORATE GOVERNANCE:

The Companys commitment to effective corporate governance continues and the Company has always been at the forefront of benchmarking its internal systems and policies with accepted standards so as to facilitate the creation of longterm value for its shareholders.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" is attached to this Annual Report along with a certificate from M/s Rathi & Associates, Company Secretaries in practice, regarding compliance of requirements of the Listing Agreement.

Your Company acknowledges its corporate responsibility, and has voluntarily obtained a Secretarial Audit Report for the financial year ended 31st March, 2010 from M/s. Rathi & Associates, Company Secretaries in practice, which is annexed to this report.

AUDITORS

M/s. A.M. Ghelani and Company, Chartered Accountants and M/s. Chaturvedi and Shah, Chartered Accountants, Joint Statutory Auditors of the Company retireat the ensuing Annual General Meeting and have expressed their willingness to be re-appointed asStatutoryAuditorsoftheCompanyfortheFinancialYear2010-ll.

The Company has received letters from the said firms to the effect that their reappointment, if made, would be with in the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITORSREPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for theyear ended 31st March, 2010, are detailed and self-explanatory.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

SUBSIDIARY COMPANIES

The Government of India, Ministry of Corporate Affairs, vide order dated 18th May, 2010 has granted exemption to the Company under section 212(8) of the Companies Act, 1956, from attaching the financial statements of its subsidiaries to its annual report.

Pursuant to the said approval, necessary disclosures are made in respect of the said subsidiaries in this Annual Report alongwiththestatementpursuanttoSection212oftheCompaniesAct,1956.

Any shareholder who wishes to have a copy of the annual accounts and detailed information about the subsidiaries may write to the company for the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the registered office of the Company.

During the year under review the Company has sold and transferred its entire shareholding in its wholly owned subsidiary, Ruia Realtors Private Limited to a group entity.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION:

During the year under review, your Company has neither undertaken any manufacturing activity nor any Research & Development activities in the field of construction, etc. nor imported any technology therefor. Hence, particulars regarding conservation of energy &technology have not been furnished.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars regarding foreign exchange earnings and expenditure are contained in item no 13 and 14 of the scheduleRannexed to and forming part of the financial statements.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their appreciation for the assistance, guidance and support extended by all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, the Depositories, Bankers and Financial Institutions, the Government at the Centre and States, as well as their respective Departments and Development Authorities in India and abroad connected with the business of the Company for their co-operation and continued support. The company expresses its gratitude to the Customers for their trust and confidence in the Company.

In addition, your directors also place on record their sincere appreciation of the total commitment and hard work put in by the Registrar & Share Transfer agents, all the suppliers, sub contractors, consultants, clients and employees of the Company.

On behalf of the Board

For The Phoenix Mills Limited



Place: Mumbai Ashokkumar Ruia

Date: 6th August, 2010. Chairman & Managing Director

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