phoenix mills ltd Directors report

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, 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
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 (Singapores 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 mails at Rs 92,481 million, 33% higher than FY 2020. Retail rental income for the full year came in at Rs 13,125 million, which represents 29% growth over FY 2020 retail rental income figure. Retail EBITDA for FY 2023 stood at Rs 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 (Rs psf pm)
	Mar-22	Mar-23	Mar-22	Mar-23	FY 2022	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 Rs 1,698 million, up by 7% Year on Year (YoY) and EBITDA stood at Rs 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 Companys 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 Rs 4,657 million for FY 2023 and collections stood at Rs 3,686 million for FY 2023.

OPERATIONAL HOTELS PORTFOLIO:

At The St Regis, Mumbai, total revenue from operations for the year was Rs 4,042 million, with 31% growth over FY 2020. The marquee hotel clocked an average occupancy of 84% with an ARR of Rs 14,851. Further, The St. Regis, Mumbai clocked its highest ever EBITDA Margin at 54% during FY 2023. Courtyard by Marriott generated revenue of Rs 465 million with 72% occupancy and ARR ofRs 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 Rs 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 Rs 35,72,17,908/- comprising of 17,86,08,954 equity shares having face value ofRs 2/- each.

DIVIDEND

The Board of Directors recommend a dividend of Rs 5 per equity share i.e. 250% of the face value ofRs 2.00/- each for the financial year ended March 31, 2023 as compared to Rs 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 (MR)

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 Companys website.

The Companys 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 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.

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 Companys 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 Companys 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 Companys 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 Companys 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 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.

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 SEB! 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 Auditors 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. thephoenixmiiis.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. Name of the Transferor Company No.	Number of Equity Shares held in CMDCL and acquired by the Company	% of Shareholding in CMDCL	Consideration (Rs 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 Companys 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 (Rs)
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 ofRs 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 Rs 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 Rs 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 and allotted to RZPL	Amount invested by RZPL (inRs)
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, 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 Rs 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 Rs 180 crores by subscribing to 11,682 Equity Shares having face value of Rs 10 at a premium of Rs 2,940.5535 per Equity Share amounting to Rs 3.45 crores and 17,65,53,164 Compulsorily Convertible Debentures- Series B having face value ofRs 10 each at par, amounting to Rs 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 Rs 204 crores by subscribing to 21,809 Equity Shares having face value of Rs 10/- each at a premium of Rs 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.

BOARDS REPORT (Contd.)

? Your Company, Graceworks Realty & Leisure Private Limited (‘GRLPL) a subsidiary Company, Thoth Mali and Commercial Real Estate Private Limited (‘Thoth), a wholly owned subsidiary of the Company and Safai 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. Name of wholly owned No. subsidiary company whose shares were transferred	Name of Transferee	No. of shares transferred having a face value of Rs 10 each	Equity Stake (%)	Consideration (Rs)
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	Safai 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 Companys 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 Rs 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 (‘Plutocraf), a subsidiary company, on October 27, 2021 executed Securities Subscription and Purchase Agreement (“SSPA”) and Shareholders Agreement (‘SHA) for investment of Rs 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 Rs 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 Rs 160 crores by subscribing to 1,109 equity shares having face value of Rs 10/- each at a premium of Rs 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 Companys website at the weblink: https ://www. thephoenixmiiis.com/investors.

All related party transactions entered into during FY 2023 were on arms 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 SEB!(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 ofRs 1,150 crores from:-

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

2. India Ratings and Research Private Limited (‘India Ratings) reaffirmed the long-term rating of “IND AA-/ Stable” for Rs 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 ofRs 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 117^th 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 ICAl.

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 117^th 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 quaiification(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 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.

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 Dalai

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 117^th 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 Companys 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. Am it 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 Boards 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 Companys 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.

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 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 Companys website and can be accessed at the weblink: https ://www. thephoenixmiiis.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 Companys 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 Companys 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.thephoen ixmills.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 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.

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 Companys 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 Boards 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 Companys 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 Companys website and can be accessed at the webiink https://www.thephoenixmiiis.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 - Rs 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 Companys going concern status and the Companys 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 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.

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 Companys 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 Companys 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

5. PARAMETERS CONSIDERED FOR DECLARATION OF DIVIDEND

The Policy lays down parameters that will be followed by the Board of Directors of the Company in striking a right balance each year between the amount of Net Profit after Tax to be retained in the business and the amount of Net Profit after Tax earmarked for distribution as dividend to reward shareholders of the Company. The Company intends to follow these parameters in a consistent manner to ensure fair rewards for its shareholders each year while ploughing back adequate funds in the business to enable the Company to consolidate its financial strength and earn adequate distributable profit to reward its shareholders consistently.

In line with the philosophy stated above, the Board of Directors of the Company shall consider the following parameters before declaring or recommending dividend to shareholders:

A) Financial Parameters and Internal Factors:

a. Financial performance including profits earned (both standalone and consolidated), available distributable reserves etc;

b. Working Capital requirement

c. Capital Expenditure requirement

d. Cost and availability of alternative sources of financing

e. Resources required to fund acquisitions and/or new businesses

f. Cash flow required to meet contingencies and unforeseen events

g. Outstanding borrowings and debt repayment schedules;

h. Distributable surplus available as per the Act and Regulations

i. Past Dividend Trends

j. Impact of dividend pay-out on Companys return on equity

k. Any other factor as deemed fit by the Board.

B) External Factors:

The Board of Directors of the Company would consider the following external factors before declaring or recommending dividend to shareholders:

a. Macroeconomic and business conditions in

general

b. Prevailing legal requirements, regulatory conditions or restrictions laid down under the Applicable Laws including tax laws;

c. Dividend pay-out ratios of companies in the same industry.

d. Stipulations/ Covenants of loan agreements

6. CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS OF THE COMPANY MAY OR MAY NOT EXPECT DIVIDEND

The Board shall consider the factors provided above, before deciding on any dividend pay-out after analyzing the prospective opportunities and threats, viability of the options of dividend pay-out or retention etc. The decision of dividend pay-out shall, majorly be based on the aforesaid factors considering the balanced interest of the shareholders and the Company.

In line with Dividend Philosophy of the Company, there may be certain circumstances under which the shareholders of the Company may not expect dividend, including the circumstances where:

a. The Company requires significantly higher working capital which adversely impacts free cash flow

b. The Company is in higher need of funds to undertake any acquisitions or joint ventures requiring significant allocation of capital;

c. The Company proposes to utilize surplus cash for alternative forms of distribution such as buy-back of securities; or

d. The Company has incurred losses or is in the stage of inadequacy of profits.

7. UTILIZATION OF RETAINED EARNINGS

The Board may retain its earnings in order to make better use of the available funds and increase the value of the stakeholders in the long run. The profits retained by the Company (i.e. retained earnings) shall be used for following purposes:

? Funding inorganic and organic growth needs including working capital, capital expenditure, repayment of debt, etc.

? Buyback of shares subject to applicable limits

? Payment of Dividend in future years

? Issue of Bonus shares

? Any other permissible purpose

The Phoenix Mills Limited

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To,

The Members,

The Phoenix Mills Limited

462, Senapati Bapat Marg,

Lower Parel, Mumbai - 400 013

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by The Phoenix Mills Limited (CIN: L17100MH1905PLC000200) (hereinafter called the “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023, according to the provisions of:

(i) The Companies Act, 2013 (‘the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) were applicable to the Company under the financial year under report: -

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended;

2. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) were not applicable to the Company under the financial year under report: -

a) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

3. Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of External Commercial Borrowings and Overseas Direct Investment were not attracted to the Company under the financial year under report.

4. We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has

generally complied with other Acts, Laws and Regulations applicable specifically to the Company mentioned as under:

a) Building & Other Construction Workers Welfare Cess Act and Rules made thereunder;

b) Building Other Construction Workers Regulation of Employment & Condition of Service Act and Rules made thereunder (Central and Maharashtra Rules);

c) Contract Labour Regulation & Abolition Act and Rules made thereunder (Central and Maharashtra Rules); and

d) Development Control Regulations for Greater Bombay, 1991;

e) Development Control Regulations for Mumbai Metropolitan Region, 1999;

f) Essential Commodities Act, 1955

g) Maharashtra Regional & Town Planning Act, 1966;

h) Maharashtra Rent Control Act, 1999;

i) Real Estate Regulatory Act, 2016;

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013.

During the financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.as applicable to the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors including One Woman Director. There were no changes in the composition of the Board of Directors during the period under report. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. Further, a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings, the decisions of the Board were taken unanimously.

None of the Board members have communicated dissenting views, in the matters/ agenda proposed from time to time for consideration of the Board and its Committees thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has approved, by way of passing a Special Resolution at the Annual General Meeting held on September 20, 2022, altered its Clause III (Object Clause) of its Memorandum of Association (MOA).

Apart from this, there were no event(s)/action(s) had a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to herein above:

For RATH I & ASSOCIATES

COMPANY SECRETARIES

	HIMANSHU S. KAMDAR
	PARTNER
	M. NO: F5171
	COP. NO: 3030
DATE: MAY 24, 2023	UDiN: F005171E000355356
PLACE: MUMBAI	PEER REVIEW CER NO: 668/2020

Note: This report should be read with our letter of even date which is annexed as Annexure-i and forms an integral part of this report.

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