The Phoenix Mills Ltd. - Annual Report 2021

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. : L17100MH1905PLC000200

May 27, 2021

Phiroze Jeejeebhoy Towers Exchange Plaza, Mumbai- 400 001 Mumbai- 400051

BSE Limited National Stock Exchange of India Limited Dalal Street, Fort, Bandra-Kurla Complex, Bandra East,

Security code: 503100 Symbol: PHOENIXLTD

Dear Sir(s),

Sub: Outcome of the Board Meeting ‐ Disclosure under Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further to our intimation dated May 20, 2021 and pursuant to Regulation 30, 33 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") as amended, we wish to inform you that the Board of Directors of The Phoenix Mills Limited ("Company") at their meeting held today viz. Thursday, May 27, 2021, considered and approved, inter alia, the following:

(1) Audited Standalone Financial Results of the Company for the quarter and year ended March 31, 2021; and
(2) Audited Consolidated Financial Results of the Company for the quarter and year ended March 31, 2021; and

Pursuant to Regulation 33(3) (d) of the Listing Regulations, the Company hereby declares that the Statutory Auditors, M/s. D T S & Associates LLP, have issued their Audit Reports with an unmodified opinion on the Audited Standalone and Consolidated Financial Results of the Company for the financial year ended March 31, 2021.

Please find enclosed the following documents prepared in compliance with Regulations 33 of the Listing Regulations and SEBI Circulars, as applicable.

(1) Audited Consolidated and Standalone Financial Results for the financial year ended 31 March 2021;
(2) Unmodified Audit Reports on the said Consolidated and Standalone Financial Results for the financial year ended 31 March 2021 issued by our Statutory Auditor – M/s. D T S & Associates LLP;

The meeting of the Board of Directors of the Company commenced at 4:00 p.m. and concluded at 10.40 p.m.

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. : L17100MH1905PLC000200

You are requested to take the aforesaid information on record.

Thanking you,

Yours Faithfully, For The Phoenix Mills Limited Gajendra Mewara Gajendra Mewara Digitally signed by Gajendra Mewara Date: 2021.05.27 22:44:34 +05'30'

Company Secretary

Encl: as above

Independent Auditor's Report on Quarterly and Year to Date Audited Standalone Financial Results of The Phoenix Mills Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended)

To, The Board of Directors of The Phoenix Mills Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying Statement of quarterly and year to date Standalone Financial Results of The Phoenix Mills Limited ("the Company") for the quarter and year ended March 31, 2021 ("the Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the statement:

i. is presented in accordance with requirements of the Listing Regulations in this regard; and
ii. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net profit, other comprehensive income and other financial information of the Company for the quarter and year ended March 31, 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, (as amended) ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with

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these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 6 of the Financial Statements, which describes the company's management evaluation of impact of Covid 19 pandemic on the future business operations and it's consequential effects on the carrying value of assets (including trade receivables) as on 31st Mar, 2021. In view of uncertain economic conditions arising out of pandemic, the management's evaluation of impact in subsequent periods on recoverability of assets (including trade receivables) is highly dependent upon conditions as they evolve. Our opinion is not modified in respect of these matters

Management's Responsibility for the Standalone Financial Results

The statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the statement that gives a true and fair view of the net profit and other comprehensive income of the Company and other financial information in accordance with the accounting standards specified under section 133 of the Act, read with the relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

cIn preparing the statements, Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

PHON E: +91 22 4973 2396 WEB: www.dt sa. in

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statements as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to Financial Statement in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The statement includes the results for the quarter ended March 31, 2021 being the balancing figure between the audited figures in respect of full financial year ended March 31, 2021 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For D T S & Associates LLP Chartered Accountants (Firm Registration No. 142412W/W100595)

Ashish G. Mistry Partner Membership No.: 132639

Place: Mumbai Date : 27th May, 2021 UDIN: 21132639AAAABP1692

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	PARTICULARS	Three Months Ended On			Year Ended
Sr. No.		31-03-2021	31-12-2020	31-03-2020	31-03-2021	31-03-2020
		Audited(Note 7)	Unaudited	Audited(Note 7)	Audited	Audited
	1 IncomeNet Sales / Income from Operations	8,352.33	8,059.29	9,821.66	24,918.09	44,442.68
	Other Income	1,360.58	27,004.98	370.25	29,756.64	4,248.30
	Total Income from Operations	9,712.91	35,064.27	10,191.91	54,674.73	48,690.98
	2 Expenditurea) (Increase)/ Decrease in Stock in Trade/Work in Progress	-	-	-	-	-
	b) Cost of Materials Consumed	-	-	-	-	-
	c) Employee Benefits Expensesd) Finance Cost	363.571,269.57	420.571,332.61	341.461,911.24	1,268.426,241.10	2,337.857,577.72
	e) Electricity Expenses	639.09	627.90	847.99	1,804.67	4,387.77
	f) Depreciation and Amortisation Expenses	909.11	1,023.72	1,433.84	4,237.51	4,631.06
	g) Other ExpensesTotal Expenditure	4,350.757,532.09	2,395.055,799.85	2,998.017,532.54	9,497.9323,049.63	11,800.3730,734.77
	3 Profit before Exceptional items	2,180.82	29,264.42	2,659.37	31,625.10	17,956.21
4	Exceptional Item	-	-	-	-	(125.16)
	5 Profit from ordinary activities before tax6 Tax expense	2,180.821,381.57	29,264.42986.71	2,659.37645.77	31,625.102,399.37	17,831.053,074.97
	7 Net Profit After Tax for the period from continuing operations	799.25	28,277.71	2,013.60	29,225.73	14,756.08
8	Other Comprehensive Income (after tax)	(49.88)	38.83	(136.22)	18.44	(183.07)
	9 Total Comprehensive Income (after taxes) (7+8)	749.37	28,316.54	1,877.38	29,244.17	14,573.01
10	Paid-up equity share capital (Face Value ₹ 2/- per share)	3,437.42	3,435.55	3,069.25	3,437.42	3,069.25
	11 Other Equity				4,19,742.44	2,81,743.18
	12 Basic EPS (not annualised) (₹)Diluted EPS (not annualised) (₹)	0.240.24	17.4317.39	1.311.31	17.7617.72	9.629.60
3	The company has issued 93,660 Equity Shares under the ESOP scheme at an exercise price of Rs. 333.90/- per equity share (including premium of Rs. 331.90
	per equity share), during the quarter ended 31st March, 2021.
4	The Board of Directors approved the Scheme of Amalgamation ("Scheme") under section 230 to 232 of the Companies Act, 2013 for merger of PhoenixHospitality Company Private Limited ("PHCPL"), a subsidiary company with the Company from the Appointed Date 1st April, 2019. The effect of the mergerwould be accounted for after the Scheme is approved by National Company Law Tribunal ("NCLT") and other authorities. The Companies have filed their
	respective petitions before the Hon'ble NCLT seeking its approval for the proposed merger.Other income for the Financial Year 2020-21 includes profit on sale of Property Plant & Equipment (certain commercial units and certain parcels of undividedshare in land) aggregating to ₹ 24,731.47 Lakhs to wholly owned subsidaries.
	In preparation of these financial statements, the Company has taken into account internal and external sources of information to assess possible impacts of the
	pandemic, including but not limited to assessment of liquidity and going concern, recoverable values of its financial and non-financial assets.
	The Company has also assessed the potential impact of Covid-19 on the carrying value of property, plant & equipment, trade receivables, and other current
	assets appearing in the results of the Company. In developing the assumptions and estimates relating to the future uncertainties in the economic conditionsbecause of this pandemic, the Company as at the date of approval of results and based on current estimates, expects to recover the carrying amounts of the
	assets including trade receivables as at 31.3.2021. Considering the evolving nature of the pandemic, its actual impact in future could be different from thatestimated as at the date of approval of these financial statements. The Company will continue to closely monitor uncertainties arising out of material changes to
	the future economic conditions.
56	For recognition of revenues from mall operations, management has considered certain concessions/relief on rentals extended to its retailers/licensees for the
	period of lockdown as well as some further period considering the extended impact of the pandemic. Such concessions are determined based on ongoing
	discussions as well as those concluded and agreed with retailers/licensees on case to case basis. Considering the impact of such concessions given in leaserentals and other recoveries during the Financial Year 2020-21, the above results and performance for the said financial year are not comparable with the
	revenue and performance of the previous Financial Year.

	The Company is predominantly engaged in the business of property and related services, whose results are reviewed regularly by chief operating decision
	maker for making decisions about resource allocation and performance assessment. As such , there are no separate reporting segments as per Ind-AS108.
	The figures for the quarter ended 31st March, 2021 and 31st March, 2020 are the balancing figures between the audited figures in respect of full financial yearended 31st March, 2021 and 31st March, 2020 and unaudited published year to date figures upto the nine months of the relevant financial year which weresubject to limited review by the Statutory Auditors.
78					For and on behalf of the Board of Directors




	Mumbai			Shishir ShrivastavaManaging Director

THE PHOENIX MILLS LIMITED

STATEMENT OF STANDALONE ASSETS AND LIABILITIES

AS AT 31ST MARCH, 2021

			(₹ in Lakhs)
	Particulars	As at	As at
		31st March 2021	31st March 2020
		Audited	Audited
	ASSETS
1	Non-current assets
	a) Property, plant and equipment	39,727.52	67,568.85
	b) Capital work-in-progress	1,090.31	11,462.18
	c) Other intangible assets	3.32	8.19
	d) Financial assets
	i) Investments	2,80,191.74	2,71,024.01
	ii) Loans	10,530.25	15,030.25
	iii) Other Financial assets	4,414.01	4,414.01
	e) Deferred tax assets (net)	897.98	853.81
	f) Other non-current assets	910.41	939.02
	(A)	3,37,765.54	3,71,300.32
2	Current assets
	a) Financial assets
	i)Investment	8,237.99	-
	ii) Trade receivables	4,135.59	1,996.93
	iii) Cash and cash equivalents	8,182.31	383.00
		33,518.84
	iv) Bank Balance other than (iii) above	44,971.37	14.84
	v) Loans		3,002.85
	vi) Other Financial assets	74,348.94	11,973.04
	b) Current Tax Assets (net)	4,457.87	4,769.06
	c) Other current assets(B)	650.421,78,503.33	1,453.2123,592.93

	TOTAL ASSETS (A + B)	5,16,268.87	3,94,893.25
	EQUITY AND LIABILITIES
1	Equity
	a) Equity share capital	3,437.41	3,069.25
	b) Other equity	4,19,742.44	2,81,743.18
	(A)	4,23,179.85	2,84,812.43
	Liabilities
2	Non-current liabilities
	a) Financial liabilities
	i) Borrowings	46,416.55	58,788.04
	ii) Other financial liabilities	3,014.68	8,917.60
	b) Provisions	163.06	118.91
	c) Other non-current liabilities	897.27	-
	(B)
		50,491.56	67,824.55
3	Current liabilitiesi) Borrowings	7,523.23	18,456.35
	ii) Trade Payables
	(a) Total outstanding dues of Micro Enterprises and Small	63.47	24.08
	Enterprises;
	(b) Total outstanding dues of Creditors othet than Micro Enterprisesand Small Enterprises;	1,615.70	1,372.20
	iii) Other financial liabilities	27,865.39	17,584.54
	b) Provisions	8.49	13.08
	c) Other current liabilities	5,521.18	4,806.02
	(C)	42,597.46	42,256.27

	TOTAL EQUITY AND LIABILITIES (A+B+C)	5,16,268.87	3,94,893.25
		For and on behalf of Board of directors

Place: Mumbai Shishir Shrivastava Dated : 27th May, 2021 Managing Director

THE PHOENIX MILLS LIMITED

STATEMENT OF STANDALONE CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2021

					(₹ in Lakhs)
		Year ended		Year ended
		31st March 21Rs.	Rs.	31st March 20Rs.	Rs.
A CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit before tax as per the Statement of Profit and Loss			31,625.09		17,831.05
Adjustments for :

Depreciation and Amortization ExpenseLoss on Sale of Property, Plant and Equipment		4,237.51580.01		4,631.060.16
Asset Discarded		427.27		-
(Gain)/Loss on fair valuation of investments measured at		(114.41)		27.03
fair value through profit or loss
Balances written backInterest Expense for financial liabilities at amortised cost		-6,241.10		(1.32)7,577.72
Interest Income		(4,355.82)		(1,846.38)
Share Based payments to employees		(8.04)		41.36
Allowance for Doubtful Debts and Advances		231.72		90.27
Profit on sale of Fixed assets		(24,731.47)		-
Dividend IncomeShare of Loss from Partnership Firm		(0.03)6.62		(2,408.64)13.79
Write off of Interest accrued		-		1,432.51
Provision for Doubtful Loans		-		1,535.20
Provision for diminution of Investment		-		2,057.45
Gain on Sale of investments in mutual funds		(552.97)		-
			(18,038.51)		13,150.21

Operating Profit before Working Capital Changes			13,586.58		30,981.26

Adjustment for Working Capital changes :Trade and Other Receivables		323.88		(4,196.03)
Trade and Other Payables		(761.35)		2,663.80
			(437.47)		(1,532.23)

Cash generated from Operations			13,149.11		29,449.03
Less: Income taxes paid (Net)			(2,132.36)		(4,048.88)

Net Cash generated from Operating Activities	A		11,016.75		25,400.15

B CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of Property, Plant and Equipment, Capital Work
In-Progress and Intangible Assets (Net)		(2,820.54)		(9,556.65)
Inter Corporate Deposits & Loans (placed)/refunded (Net)		(37,468.52)		(1,282.90)
Investment made in Mutual Funds		(73,291.01)		-
Proceeds from sale of Mutual Funds		70,555.76		-
Investment made in Bonds/ NCD		(4,949.78)		-
Investment made in Term Deposits		(46,610.71)		-
Proceeds from sale of Term DepositsInvestments in Subsidiaries/Associates		13,106.71(11,526.41)		-(12,043.62)
Proceeds from sale/redemption of investments in
Subsidiaries/Associates		2,550.00		362.31
Interest Received		1,022.35		1,625.36
Dividend Received		0.03		2,408.64

Net Cash used in Investing Activities	B		(89,432.12)		(18,486.86)
C CASH FLOWS FROM FINANCING ACTIVITIES

Net Proceeds from issue of Equity shares at		1,09,068.63		571.93
Share Premium (Net of Issue Expenses)
Movement in Short Term Borrowings		(6,320.17)		7,799.06
Repayment of Borrowings - Long TermRepayment of Inter Corporate Loans & Deposits		(7,696.64)(4,612.95)		(7,518.14)4,612.95
Share Application Money		5.45		0.83
Interest paid		(4,204.56)		(7,643.71)
Dividends Paid (including Dividend Distribution Tax)		(25.08)		(5,070.11)

Net Cash Generated/(used) in Financing Activities	C		86,214.68		(7,247.19)

D Net Increase/(Decrease) in Cash and Cash Equivalents	A+B+C		7,799.31		(333.90)

Cash and Cash equivalents at the beginning of the year			383.00		716.90

Cash and Cash equivalents at the end of the year			8,182.31		383.00
Notes to Statement of Cash Flow
1 Components of Cash and Cash Equivalents
Cash in Hand		1.65		3.92
Balances with Bank		8,180.66		379.08
		8,182.31		383.00
				For and on behalf of Board of directors




Place: Mumbai			Shishir Shrivastava

Dated : 27th May, 2021 Managing Director

Independent Auditor's Report on Quarterly and Year to Date Consolidated Financial Results of The Phoenix Mills Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended)

To, The Board of Directors of The Phoenix Mills Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying Statement of quarterly and year to date Consolidated Financial Results of The Phoenix Mills Limited ("Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), its associates for the quarter and year ended March 31, 2021 ("the Statement"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate audited financial statements/financial results/financial information of the subsidiaries, the statement:

i. includes the results of entities as given below:

List of Subsidiaries:

Alliance Spaces Private Limited; Alyssum Developers Private Limited; Big Apple Real Estate Private Limited; Bellona Hospitality Services Limited; Blackwood Developers Private Limited; Butala Farm Lands Private Limited; Destiny Retail Mall Developers Private Limited (Formerly Known as Destiny Hospitality Services Private Limited); Enhance Holdings Private limited; Gangetic Developers Private Limited; Graceworks Reality and Leisure Private Limited; Insight Mall Developers Private Limited (Formerly Known as Insight Hotels and Leisures Private Limited); Island Star Mall Developers Private Limited; Market City Management Private Limited; Market City Resources Private Limited; Mindstone Mall Developers Private Limited; Mugwort Land Holdings Private Limited; Offbeat Developers Private Limited; Palladium Constructions Private Limited; Pallazzio Hotels and Leisure Limited; Phoenix Hospitality Company Private Limited; Pinnacle Real Estate Development Private Limited; Plutocrat Commercial Real Estate Private Limited (Formerly Known as Plutocrat Assets & Capital Management Private Limited); Rentcierge Developers Private Limited; Sangam Infrabuild

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Corporation Private Limited; Sparkle One Mall Developers Private Limited; Sparkle Two Mall Developers Private Limited; Savannah Phoenix Private Limited; SGH Realty LLP; True value Infrabuild LLP; Upal Developers Private Limited; Vamona Developers Private Limited;

List of Associates:

Classic Housing Projects Private Limited; Classic Mall Development Company Limited; Columbus Investment Advisory Private Limited; Mirabel Entertainment Private Limited; Starboard Hotels Private Limited;

ii. is presented in accordance with requirements of the Listing Regulations in this regard; and
iii. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the consolidated net profit, other comprehensive Income and other financial information of the Group for the quarter and year ended March 31, 2021.