The Phoenix Mills Ltd. — AGM Information 2021

Sep 24, 2021

��"' THE PHOENIX MILLS LIMITED ,.,.

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Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

September 24, 2021

National Stock Exchange of India Limited Exchange Plaza, Plot C/1, G-Block Bandra-Kurla Complex, Bandra East, Mumbai- 400051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 400 001

Securit code: 503100

Symbol: PHOENIXLTD

Dear Sir(s),

Sub: Proceedings of 116[th ] Annual General Meeting (' AGM') of Tl1e Phoenix Mills ' ' - Limited ( Company ) Regulation �O of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find appended below the summary of proceedings of 116[th ] Annual General Meeting of the Company:

1. The 116[th ] Annual General Meeting (' AGM') of The Phoenix Mills Limited

('Company') was held today, i.e. Friday, September 24, 2021, through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility. The Meeting commenced at 3:45 p.m. IST and concluded at 5:05 p.m. IST.

1. In view of the Covid-19 pandemic and social distancing norms, the AGM was held through VC in compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA"), and the Securities and Exchange Board of India ("SEBI"). The Company had provided two-way video conferencing facility at the AGM.

2. Mr. Atul Ruia, Chairman of the Board, chaired the meeting and welcomed the Members present at the 116[th ] AGM of the Company.

3. As per the attendance record, 69 Members were present through VC at the Meeting and after ascertaining that the requisite quorum was present, the Chairman called the Meeting to order.

4. All Directors of the Company including Mr. Amit Dabriwala, the Chairman of the Audit Committee and Stakeholders' Relationship Committee, and Ms. Shweta Vyas, Chairperson of Nomination and Remuneration Committee were present at the Meeting. Mr. Ashish Mistry, Partner M/ s. DTS and Associates LLP, the Statutory Auditors and Mr. Himanshu Kamdar, Partner M/ s. Rathi & Associates, the Secretarial Auditors were also present at the meeting.

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com

._�"THE PHOENIX MILLS LIMITED ,.-

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Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

Register of Directors and Key Manage1·ial Personnel and their Shareholding, the Memorandum and Articles of Association of the Company, Certificate from the Statutory Auditors of the Company relating to the implementation of the Company's ESOP S he.me and other statutory registers and documents required to b kept at the AGM and as mentioned in the Notice of the AGM were kept available for insp ction in electronic mode on the Company's website.

1. The Notice of the 116 [th ] AGM along with the copies of the Audited Financial Statements including the Audited Consolidated Financial Statements for the financial year nded March 31, 2021 together with the Directors[1 ] and Auditors' Reports were dispatched electronically to all the Members within the statutory p riod in accordance se tion 101 of Companies Act, 2013, the MCA and SEBI Circulars.

2. The Company Secretary further informed the Members that in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company had provided remote e-voting facility to its Members. The remot e­ voting p riod commenced on Tuesday, September 21, 2021 at 9:00 a.m. IST and ended on Thursday, September 2 , 2021 at 5:00 p.m. 1ST. The Company Secretary further informed that the Company had aJso provided facility of e-vo-ti.ng dUTing the AGM.

3. The Chairman then delivered his speech briefing the Members present on the performance and business overview of the Company.

4. Then, Mr. Shishir Shrivastava, Managing Director, made a presentation to the Members at the Meeting on the various strategic aspects of the business.

5. The Chairman, with permission of the Members present at the AGM, took the Notice of the 116 [th ] AGM and Boards' Report as circulated to all the Members, as read. The Chairman also informed the Members present that there were no qualifications or observations or adverse remarks in th Report of the Statutory Auditor on the Audited Standalone and Consolidated Financial Stat ments of the Company for the financial year ended March 31, 2021 and in the Report of the Secretarial Auditors, and hence the said Reports were taken as read, with the consent of the Members present.

6. The Chairman informed the Members that the Board of Directors of the Company had appointed Mr. Himanshu S. Kamdar (Membership No. FCS 5171), of M/ s. Rathi & Associates, Practising Company Secretaries as the Scrutinizer to scrutinize the voting process through remote e-voting and e-voting during the A · · and transparent manner.

Regd. Office: The Phoenix Mills Ltd., 462 Senapati �apat Marg, Lo:,ver_ Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 , Fax: (022) 2493 8388 E-mail : 1nfo@thephoernxm1lls.com • www.thephoenixmills.com

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� . THE PHOENIX MILLS LIMITED Y"

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

1. Thereafter, the Chairman offered an opportunity to the Members who had registered themselves as speakers to express their views or ask questions / queries on resolutions proposed as set out in the Notice of the AGM. The Managing Director then responded to the questions asked and clarifications sought by the Members.

2. The following items of business, as set out in the Notice convening the 116[th ] AGM, were put to vote:

Item Description No.	Item Description No.	Ordinary/ Special
Ordinary Business
Toreceive,considerand adopt te Audited Standalone 1 Financial Statements of te Company for te Financial Year ended March 31, 2021, togeter wit te Reports of the Board of Directorsand Auditorsthereon.		Ordinary
To receive, consider and adopt te Audited Consolidated 2 Fiancial Statements of te Company for te Financial Year Ordinary ended March 31, 2021, togeter wit te Reports of te Board of Directors and Auditors tereon. To declare a dividend of � 1/- per Equit Share of te face 3 value of � 2/- each, for te Financial Year ended March 31, Ordinary 2021.
		Ordinary
To appoint a Director in place of Mr. Rajendra Kalkar (DIN: 4 03269314), who retres by rotaton and, being eligible, offers Ordinary himself forre-appointment.
Special Business
Approval of re-appointent and payment of remuneraton to 5 Mr. Shishir Shrivastava (DIN: 01266095) as Managing Director Special for a period of 5 years wit effect from July 30, 2021 to July 29, 2026 6 Approvalof appointentofMr. RajeshKulkarni(DIN: Ordinary 03134336)as a Director
6
7	Approval of appointentof Mr.Rajesh Kulkarni(DIN: 03134336) as a Whole-tme Director for a period of 5 years wit effect from May27,2021 to May26,2026	Special

1. All items as set out above were transacted through remote e-voting prior to the AGM and e-voting during the AGM.

2. The Chairman informed the members that the the combined results of (remote e-voting and e-voting during the AGM) along with the Scnr Combined Report shall be declared within 48 hours of the Meeting and w

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013 .. • T�I: (022) 2496 4307 / 8 / 9 • Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoen1xm1lls.com

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.. �_. THE PHOENIX MILLS LIMITED '9'

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No. : L 17100MH1905PLC000200

communicated to the Stock Exchanges where equity shares of the Company are listed. He further informed that the combined results shall also be uploaded on the website of the Company at www.tephoenixmills.com and Link Intime India Private Limited at hts: // inslavote.linkinte.co.in. simultaneously.

The above is for your information, records and reference. Please note that this document does not constitute minutes of the proceedings of the Annual General Meeting of the Company.

Thanking you,

Yours faithfully,

For The Phoenix Mills Limited Company Secretary G5::�

.,.;:: �,

Regd. Office: The Phoenix Mills Ltd., 462 Senap�ti �apat Marg, Lo:,ver_ Parel, Mumbai 400 013. •Tel:[(] 022[) ] 2496 4307 / 8 / 9 , Fax:[(] 022[) ] 2493 8388 E-mail : 1nfo[@] thephoen1xm1lls.com • www.thephoenixmills.com