Phoenix Mills Ltd

To

The Members,

The Phoenix Mills Limited

Your Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2025 ('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 GLAof -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 August2024, PMLthrough 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 T891 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 T13,750 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 lineup 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 Picklebal 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 nventory, 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? 21 - 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 43Aofthe 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 Companyas 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 ? 21 - 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 asannual 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 nvested ? 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 02 Renewable Energy XIII Private Limited ('02 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 02 Renewable XIII thereby 02 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 Dhanalakshm 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 capita 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 02 Renewable Energy XXIX Private Limited ('02

Renewable XXIX') and 02 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 02 Renewable XXIX.

Pursuant to the above execution of SSSA, 02 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 02 Renewable XXIX. Thereby 02 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 02 Renewable Energy XXX Private Limited ('02 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 02 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 02 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'), 02 Renewable Energy XXIX Private Limited ('02 Renewable XXIX') and 02 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 02 Renewable XXIX. Thereby 02 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 to 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 financia obligations. During the year under review, the Company took rating from two credit rating agencies for its Term Loan of T 1,150 Croresfrom:

1. CRISIL Limited ('CRISIL) upgraded the long-term rating of 'CRISIL AA-/ Positive' to 'CRISIL AA/ Stable' for 7 400 Crores and;

India Ratings and Research Private Limited ('India Ratings') upgraded the long-term rating of 'IND AA-/ Positive' for 7 750 Crores Error: Reference source not found

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 nsights 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 LLR 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 Wholetime 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. Rashm 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 ('MCA').

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 nformed 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 gapbetween 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 Officer 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 nvestorrelations@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;

a. 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;

b. 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;

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

d. 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;

e. 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 avai 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.thephoen ixm i 11 s.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 ('1C') 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 - T 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;

ii. 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

on test-check basis, the Company has generally complied with other Acts, Laws and Regulations applicable specifically to the Company mentioned as under:

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

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

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

d) Development Control Regulations for Greater

Bombay, 1991;

e) Development Control Regulations for Mumbai

Metropolitan Region, 1999;

f) Essential Commodities Act, 1955;

g) Maharashtra Regional & Town Planning Act, 1966;

h) Maharashtra Rent Control Act, 1999;

i) Real Estate Regulatory Act, 2016;

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013 and the Listing Agreements entered into by the Company with BSE Limited and The National Stock Exchange of India Limited.

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

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including One Woman Independent Director. The changes in the composition of the Board of Directors that took place during the Financial Year under report were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. Further, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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

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

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

We further report that during the period under review the Company has:

- increased its Authorised Share Capital from ' 49,00,00,000/- (Rupees Forty-Nine Crore only) comprising of 24,50,00,000 (Twenty-Four Crore Fifty Lakh) Equity Shares of Face Value of ' 2/- (Rupees Two only) each to ' 75,00,00,000/- (Rupees Seventy-Five Crores only) comprising of 37,50,00,000 (Thirty-Seven Crore Fifty Lakh) Equity Shares of Face Value ' 2/- (Rupees Two only) each & consequent amendment to 'Clause V' of the Memorandum of Association of Company.

- issued and allotted 17,87,44,921 (Seventeen Crore Eighty-Seven Lakh Forty-Four Thousand Nine Hundred and Twenty-One) Bonus Equity Shares in the ratio of 1:1 i.e. 1 (One) Bonus Equity Share of Face Value of ' 2/- (Rupees Two only) each for every 1 (One) existing Equity Share of Face Value of ' 2/- (Rupees Two only) held by the Shareholders of the Company as on the Record Date i.e September 21,2024

Except above, there was no action / event which had a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

For RATHI & ASSOCIATES

COMPANY SECRETARIES

HIMANSHU S. KAMDAR

PARTNER MEM No. FCS: 5171

COP No. 3030 UDIN: F005171G000824242

DATE: JULY 24, 2025

P. R. CERT. NO: 6391/2025

PLACE: MUMBAI

FIRM REGISTRATION NO. P1988MH011900

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

We, Rathi & Associates, Company Secretaries have examined:

(a) all the documents and records made available to us and explanation provided by the Company and its officers;

(b) the filings/ submissions made by the Company to the Stock Exchanges;

(c) website of the Company; and

(d) document / filings, made by the Company and made available to us, which has been relied upon to make this Report,

for the Financial Year ended on March 31, 2025 ('Review Period') in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ('SCRA'), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ('SEBI').

The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, includes: -

(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred as 'SEBI LODR Regulations, 2015/LODR Regulations);.

(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; as amended;

(c) the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended;

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

(e) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and

(f) the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended.

Provisions of the following Regulations and circulars / guidelines issued under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') and circulars / guidelines issued thereunder were not applicable to the Company during the Review Period:

(a) the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; as amended; and

(b) the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; as amended.

and circulars / guidelines issued thereunder;

and based on the above examination, We hereby report that, during the Review Period:

216 Sr. No. 217 217	Particulars	Compliance Status (Yes/ No/ NA)	Observations/ Remarks by PCS
7.	Performance Evaluation: The Company has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every Financial Year / during the Financial Year as prescribed in SEBI Regulations.	Yes
8.	Related Party Transactions:
	(a) The Company has obtained prior approval of Audit Committee for all related party transactions.	Yes	-
	(b) In case no prior approval obtained, the Company shall provide detailed reasons along with confirmation whether the transactions were subsequently approved / ratified / rejected by the Audit Committee.	NA	The Company had obtained prior approval of Audit Committee for all Related Party Transactions.
9.	Disclosure of events or information: The Company has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes
10.	Prohibition of Insider Trading: The Company is in compliance with Regulation 3 (5) & 3 (6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes
11.	Actions taken by SEBI or Stock Exchange(s), if any: No action (s) has been taken against the Company / its Promoters / Directors / Subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars / guidelines issued thereunder or	Yes
	iiie actions taken against the Company / its i Tomoiers/
	Directors/ Subsidiaries either by si bi or by Stock i xchanges
	are specified in the last column.
12.	Resignation of Statutory Auditors from the Company or its Material Subsidiaries: In case of resignation of Statutory Auditor from the Company or any of its Material Subsidiaries during the Financial Year, the Company and / or its Material Subsidiary (ies) has / have complied with Paragraph 6.1 and 6.2 of Section V-D of Chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by the Company.	Yes	During the FY 2024-25, there was no resignation of statutory auditor from the listed entity. Further, statutory auditors of one of the material subsidiaries of the Company i.e. Pallazzio Hotels & Leisure Limited, had resigned and the Company has complied with the relevant compliance requirement as specified by Securities and Exchange Board of India
13.	Additional Non-compliances, if any: No any additional non-compliance observed for all SEBI regulation/ circular/ guidance note etc.	Yes