OVERVIEW OF FINANCIAL PERFORMANCE

Your Directors are pleased to present their Report together with the Audited Financial Statements
of the Company for the Financial Year ended March 31,2025 (‘FY 2024- 25').

OPERATING PERFORMANCE & KEY
BUSINESS DEVELOPMENTS

The Phoenix Mills Limited (‘PML’), including its subsidiaries
and group companies (‘PML Group’) is India's leading owner,
operator and developer of retail-led mixed-use destinations.
PML Group's developments are spread across retail, hospitality,
commercial offices, and residential asset classes.

PML and its subsidiaries have an operational retail portfolio of
over 11 msft of retail space spread across 12 operational retail
destinations in 8 major cities of India (Mumbai, Bengaluru, Pune,
Chennai, Lucknow, Indore, Ahmedabad and Bareilly). PML
Group is further developing approximately 7 msft of chargeable
retail space across 5 new malls, and expansion of the existing
retail destinations.

PML Group's mixed-use destinations also include Grade A
commercial offices, with a completed portfolio GLA of ~4.2 msft
in Mumbai, Pune and Bengaluru. The Group recently received
completion certificate for its offices in Chennai of ~0.6 msft,
taking the completed office portfolio to ~4.8 msft. The Group
has further ~2 msft currently under planning at existing mixed-
use destinations.

In the hospitality segment, the PML Group owns two premium
hotels totalling 588 keys, including the flagship hotel The
St. Regis, Mumbai. The Company is currently constructing
the Grand Hyatt Bangalore (~400 keys) and plans to soon
commence construction of ~700 keys across two new hotels.
Additionally, two hotels with approximately 500 keys are under
planning at existing mixed-use destinations.

Till date, PML Group has successfully delivered over 3.5 msft
of premium residential space in Chennai and Bengaluru. The
PML Group is currently executing a ~1 msft premium residential
project in Alipore, Kolkata, and has an under-planning residential
pipeline of ~2.5 msft across key metro cities at existing locations.

With a pan-India presence and a proven track record of creating
landmark destinations, PML continues to redefine urban living
by integrating shopping, dining, entertainment, workspaces,
and hospitality into vibrant, city-shaping environments.

Key acquisitions during the year:

During April 2024, PML through Island Star Mall Developers
(ISMDPL), a PML - CPP JV Entity-, acquired a prime land parcel
of ~6.6 acres, located adjacent to the currently operational
Phoenix MarketCity Bangalore, in Whitefield. This land was
acquired at a consideration of ~' 230 crores (including stamp
duty and registration). The land has been amalgamated with
the existing development in ISMDPL and will be utilized for
the Phase III of densification at Phoenix MarketCity Bangalore
subject to planning and regulatory approvals.

You may refer to the feature on Mixed-Use Developments for
the phase-wise expansion planned at Phoenix MarketCity
Bangalore, detailed in this Integrated Annual Report.

During August 2024, PML through Astrea Real Estate Developers
Private Limited (a PML - GIC JV Entity) acquired a prime land
parcel of ~9.03 acres, situated on Avinashi Road, Coimbatore,
Tamil Nadu. This land was acquired at a consideration of
~' 370 crores. PML will build its second retail development in
Tamil Nadu on this land parcel, following the success of their
first development in Chennai, namely Phoenix MarketCity and
Palladium Chennai.

During November 2024, Casper Realty Private Limited, a wholly
owned subsidiary of PML, was declared as the highest bidder
for two prime city-centric plots in Mohali, Punjab. These plots,
situated in Sector 62, YPS Chowk, were auctioned by the
Greater Mohali Development Area Authority (GMADA), with
Casper placing the winning bid of approximately '891 crore. The
land is classified for commercial use, and PML plans to develop
a landmark retail-led, mixed-use project on this site, furthering
its presence in North India.

During March 2025, PML Group secured additional FSI of
~136,000 sq. mt. (~1.5 million sq. ft.), at the Lower Parel
Development for a premium payment of ~' 586 crores.
Development planning for this additional FSI is currently
underway.

On July 24, 2025, PML announced that its Board of Directors
has approved the proposed transaction for the buy-out of the
49% shareholding of Canada Pension Plan Investment Board
(“CPP Investments”) in Island Star Mall Developers Private
Limited (“ISMDPL’). The transaction is subject to approval
of the Company's shareholders and obtaining Competition
Commission of India (‘CCI') and other requisite regulatory
approvals. Post completion, PMLs ownership in ISMDPL will
increase from 51% to 100%.

With a portfolio comprising 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:

During the year, retail malls across the portfolio saw over 130
million visitors and more than 350 new stores were added
across the portfolio, reflecting strong tenant demand and an
evolving, premium brand mix. Retailer sales (Consumption)
across our malls touched '13,750 crore, recording a 21%
year-on-year growth. This strong performance was led by the
fast ramp up of our recently launched malls - Phoenix Mall

of the Millennium, Pune and Phoenix Mall of Asia, Bengaluru.
Palladium Ahmedabad also witnessed an impressive 65%
surge in consumption, driven by increase in trading occupancy,
growing footfalls and tenant traction.

This growth in consumption, translated into a retail income of
'1,951 crore, up 18% YoY, and retail EBITDA of '2,010 crore,
a 20% growth over FY2024. Trading occupancy across the
portfolio rose to a healthy 91% in March 2025, up from 88% in
March 2024, reflecting the maturity of our existing malls and fast
ramp up in leasing at new developments. Notable improvements
to trading occupancy include:

• Phoenix Mall of the Millennium: from 76% (March 2024) to
92% (March 2025)

• Phoenix Mall of Asia: from 56% (March 2024) to 83%
(March 2025)

• Palladium Ahmedabad: from 86% (March 2024) to 95%
(March 2025)

Retail rental income for the full year came in at ' 1,951 crores,
which represents 18% growth over FY24 retail rental income
figure. Retail EBITDA for FY25 stood at ' 2,010 crores, which is
a growth of 20% over FY24.

In November 2024, your Company launched the West Zone at
Phoenix Palladium, Mumbai, adding approximately 2.50 lakh
sq. ft. of Gross Leasable Area (GLA) to our flagship asset. This
expansion further deepened our presence in South Mumbai's
premium retail catchment and delivered immediate traction. 14
stores were launched in this zone during FY2025.

The zone features several high-impact anchor tenants including
the largest Uniqlo store in South Mumbai, Lifestyle, and a line¬
up of flagship outlets from marquee brands such as Nykaa Luxe,
Tira, GAP, Levi's, Celio, Navyasa, and Masaba to name a few.
One of the standout moments of the year was the India launch
of Bershka, which not only marked the brand's entry into the
country but also registered its highest-ever global single-day
sales on opening day.

To further elevate the experiential quotient, we have launched
the Gourmet Village in July 2025 at the West Zone at Phoenix
Palladium, Mumbai - a two-level curated F&B destination,
reinforcing our philosophy of offering destination-led, experience-
driven retail spaces. Phoenix Palladium West Zone will also be
further enhanced with active recreation avenues like Pickleball
and Padel courts that reflect shifting lifestyle preferences. These
developments reinforce our commitment to evolving Phoenix
Palladium into a holistic lifestyle and leisure destination in
Mumbai.

Your Company is actively executing a premiumization and
repositioning strategy across our Phoenix MarketCity malls
in Mumbai, Pune, Chennai, and Bengaluru. These efforts aim
to enhance brand quality, elevate shopper experience, and
strengthen long-term rental resilience.

Operational commercial offices portfolio:

From an operational perspective, FY2025 saw continued
momentum in commercial offices. Approximately 3.0 lakh sq.
ft. of office space was leased, including 1.1 lakh sq. ft. across
new assets and 1.9 lakh sq. ft. within our operational portfolio
in Kurla, Mumbai and Viman Nagar, Pune. Occupancy across
operational assets stood at 67% as of March 2025, with an
average gross rent of '125 per sq. ft. per month.

Commercial office income for FY2025 stood at '210 crore,
reflecting a 10% year-on-year growth, while EBITDA rose by
19% to '131 crore. EBITDA margin expanded from 58% in
FY2024 to 62% in FY2025.

We also received Occupation Certificate (OC) for Phoenix Asia
Towers in Bengaluru (~0.78 msft) and for Tower 3 (~0.52 msft) of
Millennium Towers in Pune. OC for the remaining two towers at
Millennium Towers Pune, is currently under progress.

Operational residential development:

During the year, our residential projects, Kessaku and One
Bangalore West (Towers 1 to 7), in Bengaluru, achieved gross
sales of '212 crore and collections of '219 crore, reflecting
healthy demand and buyer confidence. We continued to see
steady price appreciation in the portfolio, with the average selling
price at ' 26,000 per sq. ft. for FY25, up 8% from ' 24,000 per
sq. ft. as of March 2024, and a remarkable 63% increase from
' 16,000 per sq. ft. in March 2020. This represents a both the
aspirational appeal of our developments and the overall strength
of the luxury residential market. Our projects, currently hold
approximately 340,000 sq. ft. of constructed and ready-to-sell
inventory, offering strong potential for continued monetisation.

Operational hotels portfolio:

Our hospitality business continued to demonstrate resilient
growth in FY2025, supported by strong brand positioning,
operational efficiency, and a rebound in both business and
leisure travel. The portfolio recorded revenue of '580 crore,
representing a 6% year-on-year increase, while EBITDA rose
by 11% to '266 crore, resulting in a healthy EBITDA margin of
46%.

The St. Regis, Mumbai, our flagship luxury hotel, remained a
benchmark for premium hospitality in South Mumbai. The
property posted an annual income of '523 crore, crossing the
'500 crore mark for the first time. Performance during FY2025
was driven by a 13% increase in Revenue Per Available Room

(RevPAR), a 9% rise in Average Room Rate (ARR), and a
strong occupancy rate of 86%, an improvement of 300 basis
points over FY2024. EBITDA from the St. Regis stood at '248
crore, delivering a robust 47% margin, reflecting its continued
leadership in the luxury hospitality segment.

Courtyard by Marriott, Agra, also delivered a steady performance,
with revenue of '57 crore, up 4% year-on-year, and an EBITDA
of '18 crore, yielding a solid 32% margin. The hotel continued
to benefit from growing domestic leisure travel and its strategic
location near key tourist destinations.

Overall, the year gone by has seen a strong performance across
our core businesses of Retail, Hospitality, and Offices. As we
look ahead, your Company remains confident in the long-term
prospects of India's retail sector. We will continue to strengthen
our position by building vibrant consumption hubs in city centres,
thoughtfully integrating complementary assets such as offices
and hospitality. This integrated approach reflects our vision
to shape dynamic urban environments that meet the evolving
aspirations of India's consumers and businesses.

Capital Structure

During the year under review, the Authorised Capital of your
Company increased from ' 49,00,00,000/- comprising of
24,50,00,000 Equity Shares having face value of ' 2/- each to
' 75,00,00,000/- comprising of 37,50,00,000 Equity Shares
having face value of ' 2/- each.

Further, during the year under review, your Company has
allotted 6,550 and 74,653 Equity Shares having face value of
' 2/- each to its eligible employees upon exercise of the vested
options granted to the said employees under The Phoenix Mills
Limited - Employee Stock Option Plan - 2007 and The Phoenix
Mills Limited - Employee Stock Option Plan - 2018 respectively.

Further, your Company has also issued and allotted 17,87,44,921
Bonus Equity Shares having face value of ' 2/- each, fully paid
up in the ratio of 1:1 to its eligible shareholders whose name
appeared in the Register of Shareholders of the Company/List
of Beneficial Owners maintained by the Depositories as on
September 21,2024.

Accordingly, the paid-up Equity Share Capital of the Company
as at March 31,2025 stood at ' 71,50,46,692/- comprising of
35,75,23,346 Equity Shares having face value of ' 2/- each.

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 (‘SEBI Listing Regulations'),

the Company has formulated a Dividend Distribution Policy
which details the principles to ascertain amounts that can be
distributed to equity shareholders as dividend by the Company

as well as enable the Company strike balance between pay-out
and retained earnings, in order to address future needs of the
Company.

The Dividend Distribution Policy of the Company, can be
accessed on the website of the Company at the weblink: https://
www.thephoenixmills.com/investors.

Dividend

As per the Dividend Distribution Policy, dividend payout
would have to be determined based on available financial
resources, investment requirements and taking into account
optimal shareholder return. Considering the performance
of the Company for the FY 2024-25, the Board of Directors
recommended a final dividend of ' 2.50/- per equity share i.e.
125% of the face value of ' 2/- each for the financial year ended
March 31,2025, subject to approval of the Shareholders at the
ensuing Annual General Meeting (‘AGM') and 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.

Transfer to Reserves

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

Investor Relations (‘IR')

Your Company recognizes 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 dates and information about
the Company, including audio and written transcripts of the
quarterly conference calls are filed with the Stock Exchanges
(BSE and NSE) where the Equity Shares of the Company are
listed; in a timely manner and are made readily available on the
Company's website.

The Company's website has a repository of all published
information such as annual reports, press releases, presentations,

and other statutory communications. The management of the
Company uses the medium of Stock Exchange Disclosures
to update Investors about key developments as and when
required. In this way, your Company endeavours to keep all
stakeholders of the Company updated on the operational and
financial performance and new developments.

During FY 2024-25, your Company participated in 12 Domestic
Investor conferences and 2 International Investor Conferences in
Singapore and Hong Kong respectively. As on March 31,2025,
the Company was covered by analysts from 18 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 (‘Act') read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.

Management Discussion and Analysis Report

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

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2025, the Company had 46 subsidiaries and
5 Associate Companies. During the year under review, the
Company's Board reviewed the affairs and performance of its
subsidiaries/associates 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, 2024, your Company held 59.74%
shareholding of Plutocrat Commercial Real Estate Private
Limited (“Plutocrat”), subsidiary of the Company. Pursuant
to allotment of equity shares to CPP Investment Board
Private Holdings (4) Inc. (“CPP Investment”) on May 21,
2024, the Company and CPP Investment holds 54.47%
and 45.53% shareholding of Plutocart. Plutocart continues
to remain the subsidiary of your Company.

• As on March 31, 2024, Astrea Real Estate Developers
Private Limited (“Astrea”) was a wholly owned subsidiary
of your Company. With effect from August 7, 2024, Astrea
ceased to be a wholly owned subsidiary of the Company,
pursuant to allotment of equity shares to Reco Zinnia Private
Limited (“RZPL’) by Astrea. As a result of the aforesaid
investment by RZPL and allotment of equity shares by

Astrea, the Company holds 67.10% of the shareholding in
Astrea and has become a subsidiary of your Company.

• Astrea Real Estate Developers Private Limited (“Astrea”),
subsidiary of your Company acquired 100% shareholding
of Dhanalakshmi Engineering Private Limited (“DEPL’),
Pulankinar Investment and Finance Private Limited
(“PIFPL’), Coimbatore Sameera Investments Private
Limited (“CSIPL’), Shanthi Chandran Enterprisers Private
Limited (“SCEPL’), Shanthi Chandran Investments
Coimbatore Private Limited (“SCICPL’) and Sheela
Traders Private Limited (“STPL’) on August 07, 2024.
Hence, DEPL, PIFPL, CSIPL, SCEPL, SCICPL and STPL
became subsidiaries of Astrea and indirect subsidiaries of
your Company with effect from August 07, 2024.

During the year under review, Astrea, being Transferee
Company and CSIPL, DEPL, PIFPL, SCEPL, SCICPL and
STPL, {collectively referred as “Transferor Companies”},
step-down Subsidiaries of the Company, in their respective
Board Meetings held on January 30, 2025, have subject
to the approval of Jurisdictional Bench of the Hon'ble
National Company Law Tribunal (“NCLT”) and such other
requisite statutory and regulatory approvals/ consents, as
may be required, considered and approved the Scheme
of Merger and Amalgamation of Transferor Companies
with Transferee Company (‘Scheme'), on a going concern
basis under the provisions of Section 230 to 232 and other
applicable provisions of the Companies Act, 2013 read
with relevant Rules framed thereunder.

• Sparkle Three Mall Developers Private Limited was
incorporated as a wholly owned subsidiary of your
Company with effect from December 27, 2024.

• As on March 31, 2024, Janus Logistics and Industrial
Parks Private Limited (“Janus”) was an indirect wholly
owned subsidiary of the Company and a direct wholly
owned subsidiary of Phoenix Logistics and Industrial Parks
Private Limited (“PLIPPL’), wholly owned subsidiary of the
Company. With effect from November 29, 2024, PLIPPL
had transferred 100% shareholding held by it in Janus to
Macrotech Developers Limited. Pursuant to said transfer,
Janus ceased to be an indirect wholly owned subsidiary of
your Company and a direct subsidiary of PLIPPL.

• SGH Realty LLP was converted into private limited company
namely SGH Realty Private Limited (“SGH”) on January
29, 2025. Since, your Company held majority stake in
SGH Realty LLP, SGH Realty Private Limited became the
subsidiary of the Company with effect from January 29,
2025. The Company holds 50.05% shareholding of SGH.

• True Value Infrabuild LLP was converted into private limited
company namely TRUEVALUE INFRABUILD PRIVATE
LIMITED (“TIPL’) on January 11,2025. SGH Realty Private
Limited (“SGH”), subsidiary of the Company holds 96.15%
shareholding of TIPL, TIPL is a direct subsidiary of SGH
and an indirect subsidiary of the Company.

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

Material Subsidiaries

The Board has adopted a Policy for determining Material
Subsidiaries in accordance with the requirements of Regulation
16(1)(c) of the SEBI Listing Regulations. During the financial
year under review, the Board of Directors at their meeting held
on January 30, 2025 approved amendments in the Policy on
Material Subsidiaries. The Policy was amended in light of the
amendments in SEBI Listing Regulations.

The amended Policy, as approved by the Board, is uploaded on
the Company's website and can be accessed at the weblink:
https://www.thephoenixmills.com/investors in terms of the
criteria laid down in the Policy.

As per the definition of material subsidiary provided in Regulation
16(1 )(c) of the SEBI Listing Regulations, 3 subsidiaries have
been identified as ‘Material', as per the criteria based on the
Company's Consolidated Financial Statements for FY 2023¬
2024.

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

Associate Companies

As on March 31, 2025, the Company had 5 associate
companies in accordance with the provisions of Section 2(6)
of the Companies Act, 2013. 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.

With effect from April 12, 2025, Columbus Investment Advisory
Private Limited has been converted into Limited Liability
Partnership namely, Columbus Investment Advisory LLP.

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

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for
FY 2024-25 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation 33 of the
SEBI Listing Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The Audited Consolidated
Financial Statements together with the Auditor's Report thereon
forms part of this Annual Report.

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

Corporate Actions and Restructuring

The particulars of corporate actions or restructuring amongst
subsidiaries and associate companies during FY 2024-25 are as
mentioned below:

• Your Company, Canada Pension Plan Investment Board
through its entity viz. CPP Investment Board Private Holdings

(4) Inc. (‘CPP Investment') and Plutocrat Commercial Real
Estate Private Limited (‘Plutocrat'), a subsidiary company
on October 27, 2021, executed Securities Subscription
and Purchase Agreement (‘SSPA') and Shareholders
Agreement (‘SHA') for investment of ' 1350 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.

Pursuant to the said agreements, CPP Investment had
invested ' 947 Crores (Rupees Nine Hundred and Forty-
Seven Crores Only) in two tranches through a combination
of primary infusion by subscribing to the equity shares of
Plutocrat and secondary acquisition of equity shares of
Plutocrat from the Company.

As a result of the aforesaid investments by CPP Investment,
your Company and CPP Investment held 59.74% and
40.26% respectively, of the paid-up equity share capital in
Plutocrat.

Pursuant to the terms of the said SHA, CPP Investment
is entitled to further increase its equity holding upto 49%
of the paid-up equity share capital of Plutocrat, subject to
fulfilment of the terms mentioned in the SHA.

Subsequent to the year end, CPP Investment, on May
21, 2024, completed its third tranche of investment in
Plutocrat on private placement basis aggregating to
' 270,06,22,338/- (Indian Rupees Two Hundred Seventy
Crore Six Lakh Twenty Two Thousand Three Hundred
and Thirty Eight Only) by subscribing to 1,578 equity
shares having face value of ' 10/- each at a premium of
' 17,11,411/- 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 54.47% and 45.53% respectively, of
the paid up equity share capital in Plutocrat.

Post the above investment of ' 2,70,06,22,338/- (Indian
Rupees Two Hundred Seventy Crore Six Lakh Twenty
Two Thousand Three Hundred and Thirty Eight Only) by
CPP Investment in Plutocrat, in terms of the definitive
agreements, CPP Investment was entitled to invest upto
the balance amount of ' 133 crores in Plutocrat.

The Company, Plutocrat and CPP Investment had entered
into Second Amendment to the Securities Subscription
and Purchase Agreement and Amended and Restated
Shareholders Agreement on June 6, 2024, enabling
CPP Investment to invest an additional amount of upto
' 76 Crores (Rupees Seventy Six Crores only) in Plutocrat
over and above the amount of ' 1350 crores, thereby
enhancing its total investment amount in Plutocrat to
' 1426 Crores. Pursuant to the said amendment
agreements, CPP Investment is now entitled to invest
balance amount of upto ' 209 crores in Plutocrat, subject
to its entitlement to increase its stake upto 49.00 % in the
share capital of Plutocrat.

On July 09, 2024, Sparkle One Mall Developers Private
Limited (‘Sparkle One'), indirect subsidiary of the Company
and direct subsidiary of Island Star Mall Developers Private
Limited, subsidiary of the Company made an investment
of ' 4,68,27,820/- (Rupees Four Crores Sixty Eight Lakhs
Twenty Seven Thousand Eight Hundred and Twenty
Only) by subscribing to 4,68,282 Equity shares of ' 10/-
each and 42,145 Compulsory Convertible Debentures of
' 1000/- each of O2 Renewable Energy XIII Private Limited
(‘O2 Renewable XIII') for purchase of renewable energy
(electricity) generated from the captive generating plant.

Pursuant to above transaction, Sparkle One holds 30.95%
equity stake in O2 Renewable XIII thereby O2 Renewable
XIII becomes the Associate Company of Sparkle One.

• Your Company's subsidiary Astrea Real Estate Developers

Private Limited (‘Astrea') on August 07, 2024 entered into
Share Purchase Agreement(s) (‘SPAs') with Dhanalakshmi
Engineering Private Limited (“DEPL’), Pulankinar

Investment and Finance Private Limited (“PIFPL’),
Coimbatore Sameera Investments Private Limited

(“CSIPL’), Shanthi Chandran Enterprisers Private Limited
(“SCEPL’), Shanthi Chandran Investments Coimbatore
Private Limited (“SCICPL’) and Sheela Traders Private
Limited (“STPL’), (collectively referred as “Coimbatore
Entities’ ) and its respective shareholders for acquisition of
100% equity share capital of Coimbatore Entities.

Pursuant to the above acquisition, Coimbatore Entities
have become wholly owned subsidiaries of Astrea and
step-down subsidiaries of your Company with effect from
August 07, 2024.

Your Company and Astrea Real Estate Developers Private
Limited (‘Astrea'), subsidiary of the Company 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’). Pursuant
to the said Definitive Agreement, RZPL had invested
' 2,45,160 (Rupees Two Lakhs Forty-Five Thousand One
Hundred and Sixty only) in Astrea on preferential basis
by subscribing to 24,516 (Twenty Four Thousand Five
Hundred and Sixteen) Equity Shares of ' 10/- each.

Subsequent to the completion of the abovementioned
investment by RZPL, your Company and RZPL hold 67.10%
and 32.90% respectively in the paid up equity share capital
of Astrea.

During the year under review, Astrea, being Transferee
Company and CSIPL, DEPL, PIFPL, SCEPL, SCICPL and
STPL, {collectively referred as “Transferor Companies”},
step-down Subsidiaries of the Company, in their respective
Board Meetings held on January 30, 2025, have subject
to the approval of Jurisdictional Bench of the Hon'ble
National Company Law Tribunal (“NCLT”) and such other
requisite statutory and regulatory approvals/ consents, as
may be required, considered and approved the Scheme
of Merger and Amalgamation of Transferor Companies
with Transferee Company (‘Scheme'), on a going concern
basis under the provisions of Section 230 to 232 and other
applicable provisions of the Companies Act, 2013 read
with relevant Rules framed thereunder.

• Alyssum Developers Private Limited (‘Alyssum'), indirect
subsidiary of the Company and direct subsidiary of Island
Star Mall Developers Private Limited, subsidiary of the
Company, on October 16, 2024 entered into Security
Subscription and Shareholders' Agreement (‘SSSA')
with O2 Renewable Energy XXIX Private Limited (‘O2

Renewable XXIX') and O2 Energy SG PTE Limited for
subscribing 3,82,760 (Three Lakhs Eighty Two Thousand
Seven Hundred and Sixty) Equity shares of ' 10/- each
and 34,450 (Thirty Four Thousand Four Hundred and Fifty)
Compulsory Convertible Debentures of ' 1000/- each of
O2 Renewable XXIX.

Pursuant to the above execution of SSSA, O2 Renewable
XXIX allotted 3,82,760 (Three Lakhs Eighty-Two Thousand
Seven Hundred and Sixty) Equity shares of ' 10/- each
and 34,450 (Thirty-Four Thousand Four Hundred and Fifty)
Compulsory Convertible Debentures of ' 1000/- each to
Alyssum on April 16, 2025.

Post allotment, Alyssum holds 45% equity shares of O2
Renewable XXIX. Thereby O2 Renewable XXIX became
the Associate Company of Alyssum with effect from April
16, 2025.

Phoenix Logistics and Industrial Parks Private Limited
(“PLIPPL’), wholly owned subsidiary of your Company,
Macrotech Developers Limited (“MDL’) and Janus
Logistics and Industrial Parks Private Limited (“Janus”),
wholly owned subsidiary of PLIPPL and step-down wholly
owned subsidiary of your Company entered into Share
Purchase Agreement (“SPA”) on November 29, 2024 for
sale of 100% equity share capital of Janus.

Pursuant to the said SPA, PLIPPL on November 29, 2024
transferred 100% equity shares held by it in Janus to MDL
and Janus ceased to be a direct wholly owned subsidiary
of PLIPPL and step-down wholly owned subsidiary of your
Company w.e.f. November 29, 2024.

The particulars of corporate actions or restructuring
amongst subsidiaries and associate companies post the
closure of financial year ended March 31,2025 till the date
of the Report are as mentioned below:

• On July 24, 2025, the Company announced that
its Board of Directors has approved the proposed
transaction for the buy-out of the 49% shareholding
of Canada Pension Plan Investment Board (“CPP
Investments”) in Island Star Mall Developers Private
Limited (“ISMDPL’). The transaction is subject
to approval of the Company's shareholders and
obtaining Competition Committee of India (‘CCI') and
other requisite regulatory approvals. Post completion,
the Company's ownership in ISMDPL will increase
from 51% to 100%.

• Pallazzio Hotels & Leisure Limited (“Pallazzio”) has
entered into Security Subscription and Shareholders'

Agreement (“SSSA”) dated July 9, 2025 with JSW
Neo Energy Limited and O2 Renewable Energy XXX
Private Limited (‘O2 Renewable XXX') for subscribing
to the 4,73,000 Equity Shares having face value of
' 10 each and 42,570 Series B Compulsory
Convertible Debentures having face value of
' 1,000 each of O2 Renewable XXX for purchase of
renewable energy (electricity) generated from the
captive generating plant.

Post subscription and allotment, the shareholding of
Pallazzio shall not fall below 40% and shall not go
beyond 45% of equity share capital of O2 Renewable
XXX on fully diluted basis.

• In terms of the Security Subscription and
Shareholders' Agreement (‘SSSA') dated October 16,
2024 executed by and between Alyssum Developers
Private Limited (‘Alyssum'), O2 Renewable Energy
XXIX Private Limited (‘O2 Renewable XXIX') and
O2 Energy SG PTE Limited, Alyssum was allotted
3,82,760 (Three Lakhs Eighty-Two Thousand Seven
Hundred and Sixty) Equity shares of ' 10/- each and
34,450 (Thirty-Four Thousand Four Hundred and
Fifty) Compulsory Convertible Debentures of ' 1000/-
each to Alyssum on April 16, 2025.

Post allotment, Alyssum holds 45% equity shares of
O2 Renewable XXIX. Thereby O2 Renewable XXIX
became the Associate Company of Alyssum with effect
from April 16, 2025.

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 in accordance with SEBI Listing Regulations. During
the financial year under review, the Board of Directors at their
meeting held on January 30, 2025 approved amendments in the
Related Party Transaction Policy. The Policy was amended in
light of the amendments in SEBI Listing Regulations.

The amended Policy, as approved by the Board, is uploaded on
the Company's website and can be accessed at the weblink:
https://www.thephoenixmills.com/investors.

All related party transactions entered into during FY 2024¬
25 were on arm's length basis and in the ordinary course of
business.

The Audit Committee had approved all related party transactions
for FY 2024-25 and provided omnibus approval with respect
to estimated transactions for FY 2025-26 which are repetitive
in nature. Further, prior approval of the Audit Committee, was
obtained for related party transactions which were proposed tc
be entered into by the subsidiaries of the Company to which
the Company is not a party, for FY 2024-25, exceeding 10%
of the annual standalone turnover, as per the last audited
financial statements of the respective subsidiary and also
omnibus approval has been obtained with respect to estimated
transactions relating to subsidiaries for FY 2025-26 which are
repetitive in nature . A statement on Related Party Transactions
specifying the details of the transactions entered pursuant to the
omnibus approval granted is reviewed by the Audit Committee
and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all
related party transactions entered into by the Company and its
subsidiaries are disclosed and filed with the stock exchanges
where Equity Shares of the Company are listed, within prescribed
timelines and also uploaded on the website of the Company at:
https://www.thephoenixmills.com/investors.

During the year under review, your subsidiaries have not entered
into material related party transactions in terms of provisions of
Regulation 23 of the SEBI Listing Regulations.

During the year under review , 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
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 in Form AOC-2 is not applicable to the Company
for FY 2024-25 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 2024-25,

is given under Note No. 42 of the Notes to Accounts annexed
to Standalone Financial Statements, which forms part of this
Annual Report.

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report (‘BRSR’) and Assurance Report (‘AR’) is presented
in a separate section forming a part of this Annual Report
describing the initiatives undertaken by the Company from an
environmental, social and governance perspective .

Securities and Exchange Board of India (“SEBI”) vide its Circular
dated July 12, 2023 and Master Circualar dated November 11,
2024 has provided a format for BRSR Core (consisting of a set
of Key Performance Indicators (KPIs)/metrics under 9 attributes)
for reasonable assurance. The Company has prepared the
BRSR for the FY 2024-25 in accordance with the format as
prescribed in the SEBI Circular dated July 12, 2023 and Master
Circular dated November 11, 2024.

Sustainability Committee

The Board of Directors of your Company have constituted a
‘Sustainability Committee' with the distinct responsibility to
develop and review ESG strategies and oversee progress and
implementation of the same. As on the date of this Report, the
Committee comprises of Mr. Sumanta Datta as the Chairman
of the Committee and Mr. Shishir Shrivastava and Mr. Rajesh
Kulkarni as members of the Committee.

The role of the Committee includes providing direction to the
management on formulation of Environmental, Social, and
Governance (‘ESG') strategy, monitoring and overseeing the
Company's progress, implementation and performance on its
long-term ESG strategies, commitments and targets.

The Sustainability Committee at its meeting held on July 24,
2025, reviewed the BRSR for the FY 2024-25 in accordance
with the format as prescribed in the SEBI Circular dated July 12,
2023 and Master Circular dated November 11,2024.

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) upgraded the long-term rating of
“CRISIL AA-/ Positive” to “CRISIL AA/ Stable” for ' 400
Crores and;

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

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

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, DTS
& Associates LLP, Chartered Accountants (Firm Registration No.
142412W), holding valid certificate issued by the Peer Review
Board of the ICAI, were re-appointed as Statutory Auditors of
the Company at the 117^th Annual General Meeting (‘AGM') held
on September 20, 2022 to hold office till the conclusion of the
122^nd AGM to be held in the year 2027.

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 119^th AGM of the Company held on September
13, 2024.

Report of Statutory Auditor

The report of the Statutory Auditor on the Financial Statements
of the Company for financial year 2024-25 is unmodified i.e. it
does not contain any qualification(s), reservation(s) or adverse
remark(s) and forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has
appointed 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 SEBI Listing Regulations .

The Secretarial Audit Report given by the Rathi & Associates,
Company Secretaries, Secretarial Auditor of the Company
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 31,2025 has been annexed to
this Board Report as Annexure I and forms part of the Annual
Report.

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

Further, pursuant to the recent amendments to the SEBI
Listing Regulations, and on the recommendation of the Audit
Committee, the Board of Directors at its meeting held on April
30, 2025 approved and recommended to the shareholders of
the Company for their approval, the appointment of of Rathi
& Associates, Company Secretaries, (Firm registration no.
P1988MH0011900) as the Secretarial Auditor for a period of 5
(Five) consecutive years commencing from financial year 2025¬
26 till financial year 2029-30.

Rathi & Associates, Company Secretaries brings extensive
experience in the field and is expected to provide invaluable
insights into the regulatory landscape, ensuring adherence to
all relevant laws and guidelines as applicable pursuant to the
Secretarial Audit guidelines.

The detailed proposal for appointment of Secretarial Auditors
of the Company including their terms of appointment and
remuneration forms part of the Notice convening AGM.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the financial
year ended March 31, 2025 in compliance with the applicable
provisions of the SEBI Listing Regulations and the relevant
Circulars is annexed to this Board's Report as Annexure II and
forms part of the Annual Report.

The 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 SEBI Listing Regulations,
Secretarial Audit Reports (in Form No. MR-3) of the material
subsidiaries of the Company, identified and determined based
on the criteria provided under Regulation 24A of the SEBI
Listing Regulations, have been annexed to this Board Report as
Annexure III 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

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014, the
Board of Directors has appointed N. A. Shah Associates LLP,
Chartered Accountants as Internal Auditors of the Company for
FY 2024-25.

The Internal Auditors have been periodically reporting to the
Audit Committee with regards to their audit process and key
audit findings during the year.

The Audit Committee and the Board of Directors at their
respective meetings held on April 30, 2025 have approved
the appointment of N. A. Shah Associates LLP Chartered
Accountants, as the Internal Auditor of the Company, for a
period of 1 (One) financial year i.e. for the Financial Year 2025¬
26 to conduct an internal audit of the functions and activities of
the Company.

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 is 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 31,2025 in terms of Section 186(4) of
the Companies Act, 2013, 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 SEBI Listing Regulations are furnished in Note
48 of the Notes to Accounts annexed to Standalone Financial
Statement which forms part of this Annual Report.

BOARD, COMMITTEES OF THE BOARD & KEY
MANAGERIAL PERSONNEL

Board

The members of the Company's Board of Directors are
eminent persons of proven competence and integrity. Besides
experience, strong financial acumen and leadership qualities,
they have a significant degree of commitment towards the
Company and devote adequate time to the meetings and
preparation. In terms of the requirements of SEBI Listing
Regulations, the Board has identified core skills, expertise and
competencies of the Directors in the context of the Company's
businesses for effective functioning, which are detailed in the
Corporate Governance Report.

As on the date of this Report, the Board of Directors comprises
of 8 Directors, out of which 4 are Independent Directors. The
composition of the Board complies with the requirements
prescribed in the Companies Act, 2013 and SEBI 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 FY 2024-25.

Mr. Rajesh Kulkarni (DIN:03134336 ) was appointed as Whole¬
time Director of the Company, liable to retire by rotation, for a
term of 5 years i.e. from May 27, 2021 to May 26, 2026.

Accordingly, his tenure will expire on May 26, 2026 and therefore,
Board of Directors at their meeting held on July 24, 2025, on
the recommendation of the Nomination and Remuneration
Committee of the Company, approved the re-appointment of
Mr. Rajesh Kulkarni as Whole-time Director along with the terms
and conditions including remuneration, liable to retire by rotation
for a term of 5 years, with effect from May 27, 2026 to May 26,
2031 and Board recommended the same to the members for
their approval.

Cessation

During the year under review, Ms. Shweta Vyas, Independent
Director (DIN: 06996110) retired from the Board of the Company
with effect from October 13, 2024 on account of completion of
second term of five consecutive years.

Directors liable to retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Ms. Rashmi
Sen, Whole Time Director, who retires by rotation and being
eligible, offers herself 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 SEBI
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 SEBI 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 SEBI 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 SEBI Listing Regulations.

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

The Independent Directors of the Company have complied with
the Code for Independent Directors prescribed in Schedule IV to
the Companies Act, 2013.

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 the
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’).

Based on the confirmation / disclosures received from the
Directors, the following Non-Executive Directors are Independent
as on March 31,2025:

1. Mr. Anand Khatau

2. Mr. Sumeet Anand

3. Dr. Archana Hingorani

4. Mr. Sumanta Datta

Further, Mr. Anand Khatau, Mr. Sumeet Anand and Mr. Sumanta
Datta have undertaken online proficiency self-assessment test
within the prescribed timelines as set under Rule 6(4) of the
Companies (Appointment and Qualifications of Directors) Rules,
2014. Dr. Archana Hingorani is exempted from the requirement
of appearing for online proficiency self-assessment test.

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 2024-25, 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 SEBI Listing Regulations, and the intervening gap

between the meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI Listing Regulations.

Annual General Meeting (‘AGM’)

The 119^th AGM of the Company was held on September 13,
2024 through video conferencing /other audio visual means.

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 SEBI Listing Regulations,
a separate Meeting of the Independent Directors of the Company
was held on March 24, 2025 to review the performance of
Non-Independent Directors (including the Chairman) and the
Board as a whole. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information between
the Company's Management and the Board, which is necessary
to effectively and reasonably perform and discharge their duties.

Committees of the Board

During the financial year 2024-25, the Board of Directors have
constituted the following Committees of the Board in accordance
with the requirements of the Companies Act, 2013, SEBI Listing
Regulations and the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (‘SEBI ESOP Regulations’) :

1. Audit Committee

2. Nomination & Remuneration Committee (“NRC”)

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility (“CSR”) Committee

5. Sustainability Committee

6. Risk Management Committee

7. Compensation Committee

8. Finance and Investment Committee

During the year under review, the Board of Directors had
constituted Bonus Issue Committee for the undertaking activities
the relating to issue and allotment of the Bonus Issue of Equity
Shares. Post completion of the Bonus Issue, the Bonus Issue
Committee was dissolved w.e.f. October 25, 2024.

The details pertaining to constitution, composition, key terms of
reference, number of meetings held during FY 2024-25, 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 SEBI Listing
Regulations. During the financial year 2024-25, in view of
the completion of second consecutive term of five years of
Ms. Shweta Vyas, as an Independent Director, the Board of
Directors reconstituted the composition of the Audit Committee
by appointing Mr. Sumeet Anand, Independent Director, as
a Member of the Audit Committee w.e.f. October 14, 2024.
Accordingly, the Audit Committee comprised of Mr. Anand
Khatau as the Chairman of the Committee and Mr. Atul Ruia
and Mr. Sumeet Anand as Members of the Committee.

Post completion of the financial year 2024-25, due to Mr. Atul
Ruia stepping down from the membership of Audit Committee,
the Audit Committee was again re-constituted by appointing Ms.
Archana Hingorani as a member of the Committee. As on date of
this Report, the Audit Committee comprises of Mr. Anand Khatau
as Chairman of the Committee and Dr. Archana Hingorani and
Mr. Sumeet Anand as Members of the Committee.

As of date of this Report, all the members of the the Audit
Committee of the Company comprises of Independent Directors.

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 SEBI Listing
Regulations, the Board, on the recommendation of Nomination
and Remuneration Committee (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 performance
of all the Directors including Independent Directors, Chairman
of the Board and Managing Director pursuant to the provisions
of the Companies Act, 2013 and the SEBI Listing Regulations.
Feedback was sought by way of a structured questionnaire
covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees,
Board culture, effectiveness of Board processes, obligations
and governance. The performance evaluation was carried out
based on responses received from the Directors.

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

The outcome of the performance evaluation of the Board for the
year under review was discussed by the Board at its meeting
held on April 30, 2025. The results of the evaluation showed a
high level of commitment and engagement of Board, its various
Committees and senior leadership. It was also noted that the
Meetings of the Board are well planned and run effectively by the
Chair, its committees are managed well and continue to perform
on their respective focus areas of Governance and Internal
Controls. The evaluation exercise for the financial year 2024-25
concluded that the transparency and free-flowing discussions
at meetings, the adequacy of the Board and its Committee
compositions and the frequency of meetings were satisfactory.

All Directors expressed satisfaction with the evaluation process.

Familiarization Program for Independent Directors

Upon appointment of an Independent Director, the appointee is
given a formal Letter of Appointment, which inter alia explains
the role, function, duties and responsibilities expected as a
Director of the Company. The Director is also explained in
detail the compliance required from him under the Companies
Act, 2013 and the SEBI 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 familiarization program for Directors are
available on the Company's website and can be accessed at the
weblink: https://www.thephoenixmills.com/investors.

Board Diversity

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

EMPLOYEES

Key Managerial Personnel (‘KMP')

As on March 31, 2025, 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. Kailash Gupta - Chief Financial Officer

• Mr. Bhavik Gala - Company Secretary

Particulars of changes in the KMP's

• Mr. Kailash B. Gupta was appointed as the Chief Financial
Offfcer and Key Managerial Personnel of the Company
w.e.f May 17, 2024.

• Mr. Gajendra Mewara resigned as a Company Secretary
and Key Managerial Personnel of the Company w.e.f.
September 13, 2024.

• Mr. Bhavik Gala was appointed as a Company Secretary
and Key Managerial Personnel of the Company w.e.f
October 25, 2024.

EMPLOYEE STOCK OPTION SCHEME (‘ESOP’)

The Board of Directors has 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 2007” (‘PML ESOP PLAN 2007'). The ESOP Plan 2007
was approved by the Shareholders on January 31,2008 and was
valid for 10 (Ten) years and thereafter no Grants were allowed
under the ESOP Plan 2007. All the options granted in ESOP
Plan 2007 were vested as per the vesting plan. The ESOP Plan
2007 has expired and is no longer in effect. 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 ESOP Regulations.

Details pertaining to stock options granted and Equity
Shares issued under PML ESOP PLAN 2007 and PML ESOP
PLAN 2018 during FY 2024-25 as required under Part F
of the SEBI ESOP Regulations are available on the
Company's website and can be accessed at the weblink:
https://www.thephoenixmills.com/investors.

No employee was granted stock options under PML ESOP
PLAN 2007 and PML ESOP PLAN 2018, during the year equal
to or exceeding 1% of the issued capital.

Particulars of Employees and related disclosures

Disclosure with respect to the percentage increase in
remuneration, ratio of remuneration of each director and 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 IV
to this Report.

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

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

The Nomination and Remuneration Committee (‘NRC') has
formulated a policy on Directors' appointment and remuneration
including recommendation of remuneration of the KMP 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 NRC and recommended
to the Board for its approval. The compensation would also be
subject to approval of Shareholders, wherever necessary.

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

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company for
the year ended March 31,2025, your Directors hereby confirm
that:

a. In the preparation of the annual accounts for the Financial
Year ended March 31, 2025, 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 31,2025 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 31,2025;

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 31,2025.

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 SEBI Listing Regulations. A
detailed Report on Corporate Governance, in terms of Schedule
V of the SEBI Listing Regulations, is presented separately and
forms part of the Annual Report.

Further, a Certificate from Rathi & Associates, 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 SEBI Listing Regulations is
appended as Annexure V to this Report.

Code of Conduct

The Board of Directors has 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.
During the financial year under review, the Board of Directors at
their meeting held on January 30, 2025 approved amendments
in the Code of Conduct. The Code was amended in light of the
statutory amendments in applicable SEBI regulations.

The Code has been posted 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.

The Company has adopted a separate Anti-Bribery and Anti¬
Corruption (‘ABC') Policy. The ABC framework also covers the
policies relating to gifts, entertainment and hospitality, third
party intermediary relationship, communication and training,
political contributions, donations, sponsorships, employee and
vendor advances and financial controls.

Vigil Mechanism

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

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

The Whistle Blower Policy is available on the
Company's website and can be accessed 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
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.

Maternity Benefit

Your Company is in compliance with all the applicable provision of
the Maternity Benefit Act, 1961 (as amended from time to time),
including but not limited to the provision of paid maternity leave,
maternity benefits, nursing breaks and related entitlements as
prescribed under the law.

Further, your Company is fully committed to supporting the
health and well-being of women employees during and after
pregnancy, in accordance with statutory requirements.

Risk Management

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

Further, pursuant to Regulation 21 of the SEBI Listing
Regulations, the Board of Directors has 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
SEBI Listing Regulations, with all members being Directors of
the Company. As on the date of this Report, the Committee
comprises of Mr. Shishir Shrivastava as the Chairman of the
Committee and Mr. Rajesh Kulkarni and Mr. Sumeet Anand as
members of the Committee.

The Risk Management Committee is, inter alia, authorized to
monitor and review the risk assessment, mitigation and risk
management plans for the Company from time to time and
report the existence, adequacy and effectiveness of the above
process to the Audit Committee/Board on a periodic basis.

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

The details of the 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')

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 Mr.
Sumanta Datta 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 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.

CSR Policy

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

The CSR Policy of the Company along with CSR Annual Action
Plan is available on the Company's website and can be accessed
at the weblink https://www.thephoenixmills.com/investors.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility
activities for the FY 2024-25 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 2023-24, is
annexed as Annexure VI of this report.

COMPLIANCE MANAGEMENT

The Company had partnered with Legasis Private Limited for
implementing a comprehensive Legal Compliance Management
Tool, a software solution called ‘LEGATRIX'.

The tool provides a centralized platform to track and address
legal and compliance-related issues across different functions
for ensuring the compliance with all applicable laws that impact
the Company's business. The tool provides system-driven alerts
to the respective owners for complying with the applicable laws
and regulations, which will help, avoid any penalties or other
legal issues that could arise from non-compliance. Certificates
capturing the compliance status of all laws and regulations
applicable to the Company are generated at the end of each
quarter and submitted to the Board.

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 - ' 3,00,41,825/-

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 2024-25, no orders have been passed by any
Regulator or Court or Tribunal which could have an impact
on the Company's going concern status and the Company's
operations in future.

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

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

Cautionary Statement

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

General

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

i. Change in nature of business of the Company;

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

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

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

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

vi. There was no revision of financial statements and Board's
Report of the Company during the year under review.

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

Integrated Report

Integrated Reporting has been a great tool for exploring value
creation as the corporate landscape quickly evolves. To help
the Members make informed decisions and gain a better
understanding of the Company's long-term perspective, the
Company has voluntarily released Integrated Report, which

includes both financial and non-financial information. The
Report also discusses topics including organisational strategy,
governance structure, performance, and prospectus of value
creation.

The Company is committed on delivering more authentic,
comprehensive, and meaningful information about every facet
of the Company's performance 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

Date : July 24, 2025 Chairman

Place : Mumbai DIN: 00087396