Your Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2024 (FY 2023-24).

Particulars		Standalone		Consolidated
		For the year ended		For the year ended
		March 31		March 31
		2024	2023	2024	2023
1	Revenue from Operations	4,657.13	4,765.15	39,776.88	26,383.45
2	Other Income	1087.24	639.13	1,321.80	1,163.03
3	Total Revenue	5744.37	5,404.28	41,098.67	27,546.48
4	Profit before Depreciation, Interest & Finance Charges, Exceptional Items and Tax	4205.77	3,842.62	23,089.96	16,352.39
5	Less: Depreciation	347.56	306.54	2,702.04	2,278.13
6	Less: Interest & Finance Charges	645.88	658.20	3,958.68	3,411.83
7	Profit Before Tax and Exceptional Items	3212.33	2,877.88	16,429.23	10,662.43
8	Add / (Less): Exceptional Items	-	484.40	-	6,051.96
9	Profit Before Tax	3212.33	3,362.28	16,429.23	16,714.39
10	Less: Provision for Taxation:
11	Current Tax	391.45	460.59	2,686.70	2,069.23
12	Deferred Tax (including MAT credit entitlement)	34.23	(2.34)	479.32	(79.85)
13	Income Tax earlier years	(15.51)	-	-	-
14	Share of Profit / (loss) of associates / joint ventures (net)	-	-	64.26	50.66
15	Profit after Tax	2802.16	2,904.03	13,327.47	14,775.67
16	Other comprehensive income/ (expenses)	37.63	(1.06)	529.50	(167.76)
17	Total Comprehensive Income for the year	2839.79	2,902.97	13,856.97	14,607.91

OPERATING PERFORMANCE & KEY BUSINESS DEVELOPMENTS

The Phoenix Mills Limited (“PML’), including its subsidiaries and group companies (hereinafter collectively referred to as “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 11.1 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 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.

Your Company currently has an under-development pipeline of two malls including Phoenix Grand Victoria in Kolkata and a retail development in Surat. Your Company is also undertaking retail expansion projects at its operational malls - Phoenix Palladium Mumbai and Phoenix MarketCity Bangalore. These new malls and expansion at existing assets will take our operational mall portfolio from approximately 11.1 msft to approximately 14 msft by FY27.

Apart from expansion of retail space, your Company 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 FY27.

Your Company is adding a Grand Hyatt Hotel at Whitefield, in Bangalore (upto 400 keys) and this project is currently under development.

Further, your Company 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. Your Company also has a premium residential project under development in Alipore, Kolkata with a saleable area of over 1 msft.

Key acquisitions during the year:

During the year, your Company acquired approximately 11.5 acres of prime land at Majiwada Junction in Thane for a total consideration of ~ '' 450 crores. The land parcel has a development potential of approximately 3 msft. The land has been acquired through Sparkle Two Mall Developers Private Limited, a wholly owned subsidiary of your Company.

During the year, Island Star Mall Developers Private Limited (ISML), which is a PML-CPPIB Joint Venture (“JV”) entity, acquired a land parcel admeasuring approximately 6.2 acres in Whitefield. This land parcel is located adjacent to the operational retail mall owned by ISML - Phoenix MarketCity Bangalore.

With a portfolio of over 25 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 2023-24, your Company witnessed the highest ever consumption in its retail malls at '' 11,344 crores, 23% higher than FY 2022-23. Retail rental income for the full year came in at '' 1,660 crores, which represents 27% growth over FY 2022-23 retail rental income figure. Retail EBITDA for FY 2023-24 stood at '' 1,672 crores, which is a growth of 25% over FY 2022-23.

During the year under review, your Company launched Phoenix Mall of the Millennium, our second city center destination in Pune at Wakad, which has a retail mall Gross Leasable Area (GLA) of ~1.20 msft. It offers over 350 national and international brands providing an excellent shopping experience, over 75 diverse dining options and an entertainment zone of over 1 lakh sq. ft. with attractions like a unique Fan Park, TimeZone, FunCity and a 14-screen Megaplex. Apart from the shopping, dining and entertainment experiences, this mall boasts of stunning architecture featuring three unique atriums, a mesmerizing musical fountain, and captivating art installations.

Trading occupancy at this mall has seen fast ramp up from 44% at launch to 77% in April 2024. This ramp-up translated into strong performance as consumption (retailer sales) for FY 2023-24 at this mall was '' 331 crores, with a trading density (consumption per sq. ft. carpet) of '' 1,074 per sq. ft. crossing the '' 1,000 per sq. ft. mark in the first partial year of operations itself.

This was followed by the launch of Phoenix Mall of Asia, our second city center destination in Bangalore at Hebbal, in October 2023. Spread over a GLA of ~1.20 msft, this mall is an architectural masterpiece, with each floor capturing a distinctive theme, promising the visitors a unique and visually enthralling experience. We have created grand digital experiences, first being the “Luxe Atria, a remarkable four-storey LED digital display zone, to welcome the patrons and then we have “Eden Arcadia,” spanning five floors, to captivate the visitors with exclusive displays focused on tranquillity and natural splendour. Our themed zones include “The Oasis which houses open plan restaurants and cafes and “Foodthopia which houses over 50 F&B outlets. We have curated an entertainment zone of over 250,000 sq.ft. comprising a Fan Park, a 14-screen Megaplex and other Family Entertainment Center (FEC) offerings. This mall offers a distinct blend of over 440 brands, including over 160 international brands and over 50 debut brands in Bangalore. This mall also features the country''s largest international watch cluster.

Trading occupancy at this mall saw a fast ramp up from 43% at launch to 67% in April 2024. This ramp-up translated into strong performance as consumption (retailer sales) for FY 2023-24 at this mall was '' 293 crores, with a trading density (consumption per sq. ft. carpet) of '' 1,196 per sq. ft. crossing the '' 1,000 per sq. ft. mark in the first partial year of operations itself.

Both these malls commenced operations with strong footfall and achieved the USGBC LEED Certification with Gold Rating in FY 2023-24.

Operational commercial offices portfolio:

During FY 2023-24, gross leasing increased to ~530,000 sq. ft. from ~431,000 sq. ft done in FY 2022-23. Of this, new leasing accounted for ~360,000 sq. ft. while renewals accounted for ~170,000 sq.ft. The improvement in leasing led to an improvement in occupancy to ~70% as of March 2024, compared to ~63% in March 2023. Total income from commercial offices increased by 12% to '' 190 crores in FY 2023-24 vs. '' 170 crores in FY 2022-23. Asset EBITDA improved by 13% to '' 110 crores in FY 2023-24 vs. '' 98 crores in FY 2022-23. EBITDA margins remained stable at 58%. Our commercial office portfolio continues to show a strong growth trajectory and with ~2.8 msft to be delivered over the current year and next year, this segment of the portfolio will boost the Company''s profit and cash generation.

Operational residential development:

During FY 2023-24, your Company continued to witness strong traction in residential sales, with gross sales booking of '' 566 crores, up 21% from '' 466 crores in FY 2022-23. Tower 7 in One Bangalore West received Occupation Certificate during Q4 FY 2023-24 and accordingly, revenue against sales done till date was also recognized during Q4 FY 2023-24. Collections in FY 2023-24 stood at '' 646 crores, up 75% compared to FY

2022- 23.

Operational hotels portfolio:

At The St. Regis, Mumbai, total revenue from operations for the year was '' 491 crores, with 21% growth over FY 2022-23. The marquee hotel clocked an average occupancy of 83% with an ARR of '' 18,247 up 23% vs. FY 2022-23. EBITDA at this asset was ~'' 223 crores, up 24% vs. FY 2022-23 and EBITDA margin for FY 2023-24 was 46%.

Courtyard by Marriott Agra generated revenue of '' 55 crores, up 18% vs. FY 2022-23 with average occupancy of 78% in FY

2023- 24 and ARR of '' 5,278 up 10% vs FY 2022-23. EBITDA at this asset was ~'' 16 crores, up 42% vs. FY 2022-23 and EBITDA margin for FY 2023-24 was 29%.

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 28,500 and 59,768 Equity Shares having face value of

'' 2 each to its eligible employees upon exercise of the vested options granted to the said employees under The Phoenix Mills Limited - Employee Stock Option Plan - 2007 and The Phoenix Mills Limited - Employee Stock Option Plan - 2018 respectively.

The paid-up Equity Share Capital of the Company as at March 31,2024 stood at '' 35,73,94,444/- comprising of 17,86,97,222 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 (“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.

During the financial year under review, the Board of Directors at their meeting held on August 8, 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, 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.

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 2023-24, the Board of Directors recommended a dividend of '' 5/- per equity share i.e. 250% of the face value of '' 2/- each for the financial year ended March 31,2024 same as '' 5/- per equity share for FY 2022-23, 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 updates and information about the Company, including audio and written transcripts of the quarterly conference calls are filed with the Stock Exchanges where the Equity Shares of the Company are listed; in a timely manner and are made readily available on the Company''s website.

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

During FY 2023-24, your Company participated in 13 Domestic Investor conferences and a Non-Deal Roadshow in Singapore. As on March 31,2024, 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 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 Listing Regulations is presented in a separate section forming part of the Annual Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31,2024, the Company had 29 direct subsidiaries, 9 indirect 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:

• Casper Realty Private Limited has been incorporated as a wholly owned subsidiary of your Company with effect from August 4, 2023.

• Orcus Logistics and Industrial Parks Limited has been incorporated as a wholly owned subsidiary of your Company with effect from September 12, 2023.

Subsequently, the name of the Orcus Logistics and Industrial Parks Limited was changed to Orcus Realty Limited with effect from February 06, 2024.

• Your Company acquired balance 5,000 equity shares, constituting 50% of the share capital of Bartraya Mall Development Company Private Limited for an aggregate consideration of '' 50,000/- on September 21, 2023. Accordingly, upon acquisition of such shares, Bartraya Mall Development Company Private Limited become a wholly owned subsidiary of the Company with effect from September 21,2023.

• Astrea Real Estate Developers Private Limited has been incorporated as a wholly owned subsidiary of your Company with effect from February 04, 2024.

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

Material Subsidiaries

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website and can be accessed at the weblink: https://www.thephoenixmills.com/ investors in terms of the criteria laid down in the Policy.

As per the definition of material subsidiary provided in Regulation 16(1)(c) of the 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, 2024, the Company had 5 associate companies in accordance with the provisions of Section 2(6) of the Companies Act.

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

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

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon forms part of this Annual Report.

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

Corporate Actions and Restructuring

The particulars of corporate actions or restructuring amongst subsidiaries and associate companies during FY 2023-24 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 '' 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.

Pursuant to the said agreements, CPP Investment had invested '' 947,00,00,000/- (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 is entitled to invest upto the balance amount of '' 133 crores in Plutocrat.

The Company, Plutocrat and CPP Investment have 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 Rs. 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.

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 Obligations and Disclosure Requirements) Regulations, 2015 and the same can be accessed on the Company''s website at the weblink: https:// www.thephoenixmills.com/investors.

All related party transactions entered into during FY 202324 were on arm''s length basis and in the ordinary course of business.

The Audit Committee had approved all related party transactions for FY 2023-24 and provided omnibus approval

with respect to estimated transactions for FY 2024-25 which are repetitive in nature. Further, prior approval of the Audit Committee, is obtained for related party transactions proposed to be entered into by the subsidiaries of the Company to which the Company is not a party, exceeding 10% of the annual standalone turnover, as per the last audited financial statements of the respective subsidiary. 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 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 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 2023-24 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 2023-24, 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 Obligations and Disclosure Requirement) Regulations, 2015, the Business Responsibility and Sustainability Report (“BRSR”) 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 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 2023-24 in accordance with the format as prescribed in the SEBI Circular dated July 12, 2023.

Credit Rating

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

1. CRISIL Limited (‘CRISIL) assigned a long-term rating of “CRISIL AA-/ Positive” for ? 400 Crores and;

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

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

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Messrs DTS & Associates LLP, Chartered Accountants (Firm Registration No. 142412W), were reappointed as Statutory Auditors of the Company at the 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 118^th AGM of the Company held on September 22, 2023.

Report of Statutory Auditor

The report of the Statutory Auditor on the Financial Statements of the Company for financial year 2023-24 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

Secretarial Auditors

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

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

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31,2024 has been annexed to this Board Report as Annexure II 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).

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the financial year ended March 31,2024 in compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/ CFD/ CMD1/27/2019 dated February 08, 2019 read with NSE and BSE circulars dated March 16, 2023 and April 10, 2023 is annexed to this Board''s Report as Annexure III 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 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 Listing Regulations, have been annexed to this Board Report as Annexure IV and forms part of the Annual Report and do not contain any qualify cation(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 (“Act”) and the Companies (Accounts) Rules, 2014, the Board of Directors has appointed Messrs. N. A. Shah Associates LLP, Chartered Accountants as Internal Auditors of the Company for FY 2023-24.

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

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, 2024 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 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 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 9 Directors, out of which 5 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 following appointments/re-appointments of Directors on the Board of the Company during FY 2023-24:

a. 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).

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

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

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

e. Appointment of Mr. Sumanta Datta (DIN: 09462502) as an Independent Director of the Company for the first term of 5 years with effect from November 08, 2023 to November 07, 2028 (both days inclusive).

f. Re-appointment of Mr. Rajendra Kalkar (DIN: 03269314) as Whole-time Director for another term of 5 years w.e.f December 10, 2023 to December 09, 2028 (both days

inclusive). However, Mr. Rajendra Kalkar resigned as a Whole-time Director of the Company w.e.f March 08, 2024.

Cessation

a. Resignation of Mr. Rajendra Kalkar (DIN: 03269314) as Whole-time Director with effect from March 08, 2024.

b. During the year under review, the following Independent Directors have retired from the Board of the Company on account of their completion of second term of five consecutive years:

• Mr. Amit Dalal (DIN - 00297603)

• Mr. Amit Dabriwala (DIN - 00164763)

• Mr. Sivaramakrishnan Iyer (DIN - 00503487)

Directors liable to retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Shishir Shrivastava, Managing 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 SEBI 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 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'').

All the Independent Directors of the Company, except Mr. Anand Khatau, Mr. Sumeet Anand and Mr. Sumanta Datta,

are exempted from the requirement of appearing for online proficiency self-assessment test. Mr. Anand Khatau, Mr. Sumeet Anand and Mr. Sumanta Datta shall undertake 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.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31,2024:

1. Mr. Anand Khatau

2. Mr. Sumeet Anand

3. Dr. Archana Hingorani

4. Ms. Shweta Vyas

5. Mr. Sumanta Datta

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 2023-24, 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 118^th AGM of the Company was held on September 22, 2023 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 Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 12, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.

Committees of the Board

The Board of Directors have constituted the following Committees of the Board in accordance with the requirements

of the Companies Act, 2013, Listing Regulations and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

1. Audit Committee

2. Nomination & Remuneration Committee (“NRC”)

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility (“CSR”) Committee

5. Sustainability Committee*

6. Risk Management Committee

7. Compensation Committee

8. Finance and Investment Committee

*During the year, the Board of Directors constituted Sustainability Committee with the responsibility to develop and review Environmental, Social and Governance (“ESG”) strategies and oversee progress and implementation of the same.

The details pertaining to constitution, composition, key terms of reference, number of meetings held during FY 2023-24, 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. In view of the completion of second consecutive term of five years of Mr. Amit Dabriwala, as an Independent Director, the Board of Directors reconstituted the composition of the Audit Committee by appointing Mr. Anand Khatau, Independent Director, as a Member & Chairman of the Audit Committee w.e.f. April 01,2024. Now, the Audit Committee comprises of Mr. Anand Khatau 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.

During the financial year under review, the Board of Directors at their meeting held on August 08, 2023 approved amendments in the Annual Evaluation Policy. The Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical, corporate governance landscape and strategic intent to incorporate ESG consideration in business operations of the Company.

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 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 NonIndependent 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 17, 2024. The results of the evaluation showed 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 FY 2023-24 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 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.

The Board of Directors at their meeting held on November 08, 2023, approved the amendment in the Board Diversity Policy. The Board Diversity 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.

EMPLOYEES

Key Managerial Personnel (‘KMP'')

As on March 31, 2024, 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. Gajendra Mewara - Company Secretary

Particulars of changes in the KMP''s

• Mr. Anuraag Srivastava resigned as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. March 18, 2024.

• Subsequent to the closure of the FY 2023-24, Mr. Kailash B. Gupta was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f May 17, 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 (‘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 2023-24 as required under Part F of the ESOP Regulations are available on the Company''s website and can be accessed at the weblink: https://www.thephoenixmills.com/ investors.

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

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

Particulars of Employees and related disclosures

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

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

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 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 same would also be subject to ceilings as provided under the Companies Act, 2013.

The Board of Directors at their meetings held on August 08, 2023 and November 08, 2023, approved the amendment in the Nomination and Remuneration Policy. The Nomination and Remuneration Policy was amended in light of the amendment to laws applicable, growth in size and scale of business operations and evolving ethical and corporate governance landscape.

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

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for

the year ended March 31,2024, your Directors hereby confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, 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 31,2024 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 31,2024;

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 31,2024.

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 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. The Code has been posted at 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.

During the year under review, the Board of Directors at their meetings held on August 08, 2023 and November 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, corporate governance landscape and strategic intent to incorporate ESG consideration in business operations of the Company.

During the year under review, 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.

During the year under review, 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.

The amended Whistle Blower Policy is available on the Company''s website and can be accessed on the website of the Company at the weblink: https://www.thephoenixmills.com/ investors.

Prevention of Sexual Harassment of Women at Workplace

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

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

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

Risk Management

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

Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors 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 Listing Regulations, with all members being Directors of the Company. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the 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 Ms. Shweta Vyas as members of the Committee.

The Board of Directors of your Company constituted a separate ‘Sustainability Committee'' with the distinct responsibility to develop and review ESG strategies and oversee progress and implementation of the same and consequently also approved to change the nomenclature of the Committee from ‘Corporate Social Responsibility & Sustainability Committee'' to ‘Corporate Social Responsibility Committee'' and to revise the terms of reference of CSR Committee by deleting ESG related matters and limiting the scope to only CSR related aspects.

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

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 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, corporate governance landscape and strategic intent to incorporate ESG consideration in business operations of the Company. The amended CSR Policy of the Company along with CSR Annual Action Plan is available on the Company''s website and can be accessed at the weblink https://www.thephoenixmills.com/investors.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for the FY 2023-24 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 VIII of this report.

COMPLIANCE MANAGEMENT

During the year under review, 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(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 - '' 1.96 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 2023-24, 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 cooperation 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 31,2024 Chairman

Place : Mumbai DIN: 00087396