Phoenix Mills Ltd Directors Report.

TO

THE MEMBERS,

THE PHOENIX MILLS LIMITED

Your Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2020 ("FY 2019-20"). The consolidated performance of the Company and its Subsidiaries and Associates has been referred to wherever required.

Particulars

Standalone

Consolidated

For the year ended March 31

For the year ended March 31

2020 2019 2020 2019
1 Revenue from Operations 4,444.27 4,403.31 19,411.37 19,815.60
2 Other Income 424.83 626.06 585.00 851.34
3 Total Revenue 4,869.10 5,029.37 19,996.37 20,666.94
4 Profit before Depreciation, Interest & Finance Charges, Exceptional Items and Tax 3,016.50 3,312.43 10,256.45 10,782.74
5 Less: Depreciation 463.11 441.97 2,076.21 2,042.32
6 Less: Interest & Finance Charges 757.77 77749 3,478.17 3,505.79
7 Profit Before Tax and Exceptional Items 1,795.62 2,092.97 4,702.07 5,234.63
8 Add / (Less): Exceptional Items (12.52) - 7766 480.99
9 Profit Before Tax 1,783.10 2,092.97 4,779.73 5,715.62
10 Less: Provision for Taxation:
11 Current Tax 216.74 436.96 419.20 1,09706
12 Deferred Tax (including MAT credit entitlement) 90.75 (74.90) 801.72 1.67
13 Share of Profit / (loss) of associates / joint ventures (net) 326.17 353.07
14 Profit after Tax 1,475.61 1,730.91 3,884.98 4,969.96
15 Other comprehensive income/ (expenses) (18.31) 339.05 (521.22) 16755
16 Total Comprehensive Income for the year 1,45730 2,069.96 3,363.76 5,13751

OPERATING PERFORMANCE & KEY BUSINESS DEVELOPMENTS

The Company today is one of the largest retail-led real estate Company in India. We have 9 operational retail assets with a leasable area of 6.94 Million square feet (MSF) in Mumbai, Bengaluru, Chennai, Pune, Lucknow and Bareilly. Apart from retail, we have 1.31 MSF 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 MSF 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 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 Company is a proxy to the great Indian Consumption story. Our consumption has grown at a CAGR of 12% between FY 2013-14 and FY 2019-20, while rental income has shown a CAGR of 12% during the same period. During FY 2019-20, we clocked total retail consumption of 69.3 billion across our retail properties with a total rental income of 10.2 billion.

We have a residential portfolio of approximately 4 MSF, of which we have completed approximately 3.01 million square in the cities of Bengaluru and Chennai. The yet to be launched area pertains to Towers 8-9 at One Bangalore West, Bangalore which the Company intends to launch at an opportune time.

The St. Regis, Mumbai continues its robust performance and has emerged as one of Mumbais most preferred Hotels. Total Income for the year was 3,088 million, an increase of 3% over the previous year. With a total of 395 rooms, the hotel clocked an average occupancy of 78% with an ARR of 12,241, showing strong growth in Room, F&B and Banquet revenues. Courtyard by Marriott continues to perform well and did revenues of 376 million with 65% occupancy and ARR of 4,352. We were able to achieve this growth despite the enforced nationwide lockdown. The occupancy had reached decade high in month of Jan & Feb 2020, however, due to several travel restrictions imposed from March 2020, the occupancy was severely impacted.

During the year, we completed the construction of our mall in Lucknow. Phoenix Palassio, Lucknow was opened on July 8, 2020. The land parcel acquired previously in Hebbal (Bengaluru), Ahmadabad (Thaltej), Wakad (Pune) and the acquisition of under- construction mall in Indore take our under-development retail portfolio to about 4.0 MSF. The rest of the portfolio will become operational part by part till FY 2022-24.

The rising aspirations and increase in per capita income of Indian people continues to inspire us. 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 consumers.

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.

Capital Structure

During the year under review, the Company has issued and allotted 172,639 equity shares having face value of 2/- each pursuant to exercise of Employee Stock Options, which have been listed on National Stock Exchange of India Limited (NSE) and The BSE Limited (BSE).

Consequently, the paid up equity share capital of the Company as at March 31, 2020 stood at 306,924,880 comprising of 153,462,440 equity shares having face value of 2/- each.

Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the Listing Regulations is attached as Annexure I and forms part of this Annual Report and can also be accessed on the website of the Company at https://www.thephoenixmills.com/investors.

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

Dividend

With a view to conserve financial resources in an environment of heightened uncertainty caused by COVID-19 Pandemic, the Board of Directors of the Company has not proposed any dividend for the year ended 31st March 2020. Your Company has not paid any Interim Dividend during the financial year under review.

Transfer to Reserves

The Board of Directors has not recommended to transfer any amount to General Reserves out of the amount available for appropriation and an amount of 970.33 million is proposed to be carried forward to the Statement of Profit and Loss.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations and prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by the Ministry of Corporate Affairs in exercise of the powers conferred by Section 133 of the Companies Act, 2013 form part of this Annual Report.

BOARDS 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 https://www.thephoenixmills.com/ investors.

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 251 Indian and overseas investors and analysts during the year and participated in 13 domestic Investor conferences and 3 international road shows 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, 2020, the Company was covered by analysts from 21 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 information on the Companys 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.

Pursuant to the Ministry of Corporate Affairs notification dated January 22, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The Company shall comply with this requirement within the prescribed timelines.

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.

Management Discussion and Analysis Report

Managements 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.

Performance of Subsidiary Companies, Associates and Joint Venture Companies

As on March 31, 2020, the Company has 18 direct subsidiaries, 11 indirect subsidiaries and 2 Associate Companies. During the year under review, the Companys Board reviewed the affairs and performance of its subsidiaries on a quarterly basis.

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 Companys website and can be accessed at 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, 5

subsidiaries have been identified as Material, based on the Companys Consolidated Financial Statements for FY 2019-20.

The Material Subsidiaries of the Company as identified are (1) Island Star Mall Developers Private Limited (2) Palladium Constructions Private Limited (3) Pallazzio Hotels & Leisure Limited (4) Vamona Developers Private Limited and; (5) Offbeat Developers Private Limited.

Associate Companies

As on March 31, 2020 the Company has 2 associate companies in accordance with the provisions of Section 2(6) of the Companies Act, 2013. Further, in accordance with the applicable Accounting Standards, 3 more companies are classified as associate companies for the purpose of consolidation of Financial Statements, since these companies are associate companies of subsidiaries of the Company.

A Report on the performance and financial position of each of the subsidiary and associate companies included in the Companys 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.

Corporate Actions and Restructuring During FY 2019-20

The particulars of corporate actions and restructuring amongst subsidiaries and associate companies during FY 2019-20 is as mentioned below:

Rentcierge Developers Private Limited was incorporated on August 5, 2019 as a wholly-owned subsidiary of Offbeat Developers Private Limited.

Mindstone Mall Developers Private Limited ceased to be a wholly-owned subsidiary of the Company and became a direct wholly owned subsidiary of Offbeat Developers Private Limited and an indirect wholly owned subsidiary of the Company with effect from February 26, 2020.

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

The Board of Directors of your Company at their meeting held on August 7 2019 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. Subsequently, your Company filed applications dated August 30, 2019, with the Stock Exchanges (along with the Scheme) for obtaining their no-objection/observation letters, in accordance with Regulation 37 of the SEBI Listing Regulations. In response to the same, the Stock Exchanges provided their no-objection vide letters each dated November 4, 2019. Thereafter, your Company filed the Scheme before the National Company Law Tribunal, Mumbai Bench ("NCLT") on December 17 2019. The NCLT, vide its order dated May 4, 2020, admitted the Scheme and directed that the Shareholders meeting be held on July 17 2020, for the purpose of approving the Scheme. However, due to constraints caused by Covid-19 Pandemic in holding the Members meeting, the Company filed an application dated July 8, 2020, with the NCLT, seeking extension of time for holding the Shareholders meeting.

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 Scheme is subject to necessary statutory, regulatory and shareholders approvals, including approval of the National Company Law Tribunal.

BOARDS REPORT

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 which is available on the Companys website at https://www.thephoenixmills.com/investors.

All related party transactions entered into during FY 2019-20 were on arms length basis and in the ordinary course of business. The Audit Committee has approved all related party transactions for the FY 2019-20 and estimated transactions for FY 2020-21.

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 in Form AOC-2 is not applicable to the Company.

Details of transactions, contracts and arrangements entered into with related parties by the Company, during FY 2019-20, is given under Note 33 of the Notes to Accounts annexed to Standalone Financial Statements, which forms part of this Annual Report.

Transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company, if any, have also been disclosed in the accompanying financial statements.

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 1,150 Crores from:-

1. CRISIL Limited (CRISIL) which assigned a long-term rating of "CRISIL A+/Credit Watch Negative" for 400 Crores and;

2. India Ratings and Research Private Limited (India Ratings) which reaffirmed the long-term rating of "IND A+/ Credit Watch Negative" 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.

Fund Raising

Subsequent to the year end, the Board of Directors of your Company at its meeting held on June 29, 2020 approved raising of funds not exceeding 1,200 crore through Rights Issue, Preferential Issue, Qualified Institutions Placement (QIP), Follow-on Public Offer, etc., or through a combination thereof, by issue of securities, in one or more tranches

(equity shares, preference shares, debentures or any other convertible instruments or through combination of any of such securities), subject to requisite shareholders/regulatory/statutory approvals under applicable SEBI Regulations. Further, the Capital Raising Committee duly authorized by the Board at its meeting held on July 13, 2020, accorded its approval to raise said amount of 1,200 crore by way of Preferential Issue and QIP Your Company proposes to utilize the proceeds of capital issue 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.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. DTS & Associates LLP, Chartered Accountants (Firm Registration No. 142412W), had been appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 112th AGM held on September 25, 2017 till the conclusion of the Companys 117th Annual General Meeting, subject to ratification at each AGM, upto the 117th AGM. The requirement to place the matter relating to ratification of auditors appointment by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7 2018 as the first proviso to Section 139(1) of the Companies Act, 2013 has been deleted. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.

M/s. 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 Auditors of the Company for the FY 2020 - 21. 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 Auditors attend the AGM of the Company.

Report of Statutory Auditors

The report of the Statutory Auditors on the Financial Statements of the Company for FY 2019-20 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 M/s. Rathi & Associates, Practicing Company Secretaries 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, 2020 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 2019-20 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 M/s. Rathi & Associates has been submitted to the Stock Exchanges within the prescribed timelines and is annexed at Annexure III to this Boards Report.

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

BOARDS REPORT Internal Auditors

For FY 2019-20, the Board of Directors had on May 15, 2019 appointed M/s. M.A. Parikh & Co, Chartered Accountants, as Internal Auditors of the Company.

However, M/s. M.A. Parikh & Co. stepped down as Internal Auditors of the Company effective from September 30, 2019, and thereafter the Board of Directors appointed M/s. Khandwala & Shah, Chartered Accountants, as Internal Auditors of the Company for the remainder of FY 2019-20. 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 June 29, 2020 have re-appointed M/s. Khandwala & Shah, Chartered Accountants, as its Internal Auditors to carry out the Internal Audit for FY 2020-21.

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

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Companies Act, 2013 are given under Note 38 of the Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2020 and the same forms part of this Report.

Board, Committees of the Board & Key Managerial Personnel

Board

The members of the Companys 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 Companys businesses for effective functioning, which are detailed in the Corporate Governance 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

As per the requirement of Regulation 17 (1B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), effective from April 01, 2022, the top 500 listed entities are required to ensure that the Chairperson of the board of such listed entity shall be a Non-executive Director and not related to the Managing Director or the Chief Executive Officer of the Company.

In compliance with the above requirement and in consonance with the spirit of separating the role of the Chairman from the executive function, Mr. Atul Ruia, Chairman and Managing Director of the Company (DIN: 00087396), had conveyed his decision to the Board to step down from his executive responsibilities and retire from the office of the Managing Director of the Company with effect from the close of business hours on December 10, 2019.

The Board of Directors at their meeting held on December 11, 2019 acknowledged and placed on record that he has, during his tenure as Managing Director, played a leading role in the Companys rise to its pre-eminent position including corporate strategy, business development, M&A etc., The Board expressed its immense gratitude to Mr. Atul Ruia for his valuable contribution throughout his tenure and also for the many achievements and the profitable and sustainable growth of the Company over the past two decades.

The Nomination and Remuneration Committee after taking into account the need for guidance and mentorship of the Companys executive Management especially considering the complexity of the Companys business, recommended the continuation of Mr. Atul Ruia as the Non-Executive Chairman of the Company.

Consequently, Mr. Atul Ruia, on the recommendation of Nomination and Remuneration Committee, was, at the Board meeting held on December 11, 2019, re-designated as the Chairman and Non-Executive Director of the Company.

Further Mr. Shishir Shrivastava, who was earlier the Joint Managing Director, was elevated as the Managing Director and Key Managerial Person with effect from December 11, 2019.

During the year, Mr. Rajendra Kalkar (DIN: 03269314), who was appointed as an Additional Director of the Company with effect from December 10, 2018 in accordance with Articles of Association and Section 161(1) of the Act, was appointed and designated as the Whole-time Director of the Company, liable to retire by rotation, for a period of 5 years with effect from December 10, 2018, by the Members at the previous AGM held on September 24, 2019.

The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Director and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Ms. Shweta Vyas, during her tenure, has recommended to the Board that continued association of Ms. Shweta Vyas, as Independent Director of the Company would be beneficial to the Company. Based on the above and the performance evaluation of Independent Director, the Board of Directors have appointed Ms. Shweta Vyas, as an Additional and Non-Executive Independent Director, not being liable to retire by rotation, for a second term of 5 years commencing from October 14, 2019 to October 13, 2024 subject to the approval of the members through Special Resolution at the ensuing AGM. The necessary resolutions for approval of the appointment will form a part of the Notice of the ensuing AGM, along with the necessary disclosures required under the Companies Act, 2013 and the Listing Regulations, for approval of Members. The Company has received the requisite Notice from a Member in writing proposing her appointment as Independent Director.

The Board hereby recommends her appointment to the Members at the ensuing AGM of the Company.

Apart from the above, no other person was appointed or had ceased to be the Director or key managerial person of the Company during FY 2019 - 20.

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 have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and 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.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors.

BOARDS REPORT

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2020:

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 https://www.thephoenixmills.com/investors.

Number of Meetings of the Board of Directors

During FY 2019-20, the Board of Directors of the Company met 5 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

The 114th AGM of the Company was held on September 24, 2019.

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 February 10, 2020 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, and SEBI (Share Based Employee Benefits) Regulations, 2014:

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 201920, 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. The composition, scope and terms of reference of the Audit Committee are detailed in the Corporate Governance Report appended hereto.

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 an annual evaluation of its own performance and that of its Committees as well as reviewed the performance of the Directors individually. During FY 2018-19, the questionnaire for performance evaluation was further elaborated and made comprehensive in alignment with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India, vide its circular dated January 5, 2017 Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the 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 Nomination & Remuneration Committee and the Board at their respective meetings. 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 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 Companys website and can be accessed at 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

Pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed the requisite Key Managerial Personnel.

Changes to the Key Managerial Personnel during FY 2019-20 are as mentioned below:

- Mr. Atul Ruia retired as Managing Director of the Company with effect from December 10, 2019 and was re-designated as Chairman and Non-Executive Director with effect from December 11, 2019;

- Mr. Shishir Shrivastava re-designated as Managing Director and Key Managerial Person with effect from December 11, 2019;

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"

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(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. As on date of this Report, the Company has not made any grant under the PML ESOP PLAN 2018.

There are no material changes made to the above Schemes and these Schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The Statutory Auditors of the Company, M/s DTS & Associates LLP, have certified that the Companys above-mentioned Schemes have been implemented in accordance with the SBEB Regulations, and the Resolutions passed by the Members for the Schemes.

Details pertaining to equity shares issued under The PML ESOP PLAN 2007 during FY2019-20 as required under SBEB Regulations and as per the provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations, is annexed as Annexure IV to this report.

The information as required to be disclosed under Clause 14 of the SBEB Regulations read with SEBI Circular CIR/ CFD/POLICY CELL/2/2015 dated June 16, 2015 has been uploaded on the website of the Company and can be accessed at https://www.thephoenixmills.com/investors.

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 V 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, 21 days before the Annual General Meeting and shall be made available to any Shareholder on request. Such details are also available on the Companys website and can be accessed at https://www.thephoenixmills.com/investors.

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.

Nomination and Remuneration Policy is provided as Annexure VI forming part of this Board Report 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, 2020, your Directors hereby confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2020, the applicable accounting standards have been followed and no material departures have been made from the same;

b. They had in consultation with Statutory Auditors, selected accounting policies and applied them 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, 2020 and of the profit of the Company for the year ended on that date;

c. They have taken proper and sufficient care 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. They have prepared the annual accounts on a going concern basis;

e. They have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the financial year ended March 31, 2020;

f. They had devised proper systems 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, 2020.

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 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 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 Companys 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 Companys 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 Companys website at https://www.thephoenixmills.com/investors.

Prevention of Sexual Harassment of Women at Workplace

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.

The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Awareness workshops 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 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 Companys businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to

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all business divisions and corporate functions. Key business risks and their mitigation are considered in periodic management reviews.

Further, pursuant to Regulation 21 of the amended 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, 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 Board on a periodic basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled Report on Corporate Governance, 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 which comprises of Mr. Atul Ruia as the Chairman of the Committee and Mr. Pradumna Kanodia 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

CSR Policy

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

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for the FY 2019-20 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 2019-20, 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, 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.

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

Total Foreign Exchange Earnings - 8,28,534/- Total Foreign Exchange Outgo - 2,11,59,242/-

Secretarial

Extract of Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2020 in form MGT-9 is annexed as Annexure IX and forms part of this report. The Annual Return of the Company will also be available on its website 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 2019-20, no orders have been passed by any Regulator or Court or Tribunal which could have an impact on the Companys going concern status and the Companys operations in future.

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 Companys 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 Companys 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.

E-Voting

In compliance with provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April, 2020, 13th April, 2020 and 5th May, 2020, respectively, issued by the Ministry of Corporate Affairs ("MCA Circulars") read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India, your Company is registered with Link Intime India Private Limited for providing E-Voting services to set up an electronic platform to facilitate shareholders to cast votes through remote e-voting and also through e-voting system at the ensuing Annual General Meeting (scheduled to be held through Video Conferencing/ Other Audio Visual Means) on the business to be transacted at the said AGM. Detailed procedure is provided in the Notice convening the Annual General Meeting sent to the Shareholders.

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

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,

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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

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. The Directors pray to God that we all emerge out of the current situation stronger and with good health.

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
Atul Ruia
Date : July 29, 2020 Chairman
Place : Mumbai DIN: 00087396