The Phoenix Mills Ltd. — Call Transcript 2021

Aug 10, 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

August 10, 2021

To,

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Dalal Street, Fort, Bandra-Kurla Complex, Bandra East, Mumbai- 400 001 Mumbai- 400051

Security code: 503100 Symbol: PHOENIXLTD

Dear Sir/Madam,

Sub: Transcript of Earnings Conference Call

Further to our letter dated August 07, 2021 informing of conclusion of our Earnings Conference Call held on Saturday, August 07, 2021 with Analysts / Institutional Investors on the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter ended June 30, 2021, please find enclosed herewith Transcript of the said Earnings Conference Call.

This Transcript is also being uploaded on the Company’s website at https://www.thephoenixmills.com

You are requested to take the same on record.

Yours faithfully,

For The Phoenix Mills Limitedp

Gajendra Digitally signed by Gajendra Mewara Mewara Date: 2021.08.10 21:28:48 +05'30' Gajendra Mewara Company Secretary

Encl.: As above

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

==> picture [114 x 24] intentionally omitted <==

The Phoenix Mills Limited Q1 FY22 Earnings Conference Call August 07, 2021

Moderator:

Ladies and Gentlemen, Good day and welcome to the Q1 FY22 Results Conference Call of the Phoenix Mills Limited. As a reminder, all participant lines will be in the listen-only mode. There will be an opportunity for you to ask questions after the presentation concludes. Management of the company is being represented by Mr. Shishir Shrivastava – Managing Director, Mr. Varun Parwal – Deputy CFO and Mr. Pawan Kakumanu. – Deputy CFO. Should you need assistance during the conference call, please signal an operator by pressing “*” then “0” on your touchtone phone. Please note that this conference is being recorded. At this time I would like to hand the conference over to Mr. Shrivastava. Thank you and over to you sir.

Shishir Shrivastava: Thank you. A very good afternoon, ladies and gentlemen and I hope that you are all keeping well and staying safe. We take pleasure in welcoming you all to discuss the operating and financial performance for the first quarter of FY22. In our retail portfolio, consumption was at approximately Rs. 260 crore in the first quarter FY22 versus Rs. 1,440 crore in Q4 of FY21. Local restrictions were imposed across our malls in April 2021. These restrictions were only removed at end of June 2021 in most states except Maharashtra. All our malls except those in Maharashtra are operational and operating as per local guidelines. We are extremely happy to see swift recovery in consumption for the malls that are operational.

In July 2021 our operational malls recorded a consumption of approximately Rs. 200 crore adjusted for the number of operational days and select non-operational categories, we are seeing consumption recovery at approximately 93% of July 2019 levels and 120% of March 2021. As a percentage of July 2019 consumption, watches, jewellery and fashion accessories were at 91%, electronics at approximately 82%, fashion and apparel at 75%. The ramp up this time around has been much higher than the recovery that we had seen after the malls opened after the first lockdown last year. We remain very positive on our consumption recovery outlook for the second half of FY22 given the increasing pace of vaccination across the country and easing of local restrictions.

Page 1 of 19

==> picture [114 x 24] intentionally omitted <==

Moving on to our commercial office portfolio, our commercial office portfolio continues to remain resilient. collection efficiency for the commercial portfolio in Q1 was in excess of 92%. Fountainhead - Tower 1 at Pune with a leasable area of approximately 250,000 square feet has started generating revenue from this quarter with tenants moving in. Revenue contribution should improve significantly from the second half of FY22. Fountainhead - Tower 1 in Pune has a leased occupancy of approximately 95% and is fully operational. Work at Fountainhead - Tower 3 is now complete and we are awaiting occupation certificate. A quick update on the expansion at our Lower Parel site. Project Rise, which is an office led mixed use development will substantially complement our existing retail and hospitality landmarks at Lower Parel. We have recently received the IOD during June we paid approximately Rs 280 crore to secure a million square feet of development potential and we have further paid another Rs 65 crore towards the development charges.

Meanwhile at our other projects under development, we are progressing with our plans for offices at Wakad at Pune, Hebbal in Bangalore and Chennai and expect to share more detailed updates on construction status for the various under planning office assets in the second half of FY22. Our mall projects which are under development, we expect the mall Phoenix Citadel at Indore and Phoenix Palladium at Ahmedabad to be operational sometime in FY23. With regards to our two large malls in Wakad at Pune which is Phoenix Millennium and Phoenix Mall of Asia at Hebbal, we expect these to be operational in FY24.

Moving on to our residential business we have witnessed good traction in residential sales mainly led by the reconfiguration of our Kessaku property into smaller units and the robust demand of ready to move inventory. Between April and July we sold 8 apartments at one Bangalore West and Kessaku which represents an area of approximately 33,000 square feet and a sales value of about Rs 50 crore. Customer interest in our property remains extremely high. We are now launching a very attractive subvention scheme to cover both the completed units at Kessaku as well as the under-construction Tower 7 at One Bangalore West. We expect a subvention scheme to give a massive boost to our sales trajectory in the coming quarter.

With regards to our hotels, well they have had a testing time in the months of April and May; however the business has looked up from June and we are seeing increasing traction in staycation, social events and corporate events between July and August. The St. Regis Mumbai reported revenues of approximately Rs 130 million while Courtyard by Marriott contributed about Rs 20 million. At The St. Regis, we have

Page 2 of 19

==> picture [114 x 24] intentionally omitted <==

invested in upgrading our property with an eye on the future, we believe that as things recover and return back to normal. Our various strategic upgrades at the hotel will enable us to recover faster and reemphasize the hotels positioning as the epicenter of all marquee corporate and social events in the city. We have carried out upgrades at several facilities of the St. Regis including improvement to the guest experience, upgrades to our banquet facilities and new restaurants being launched amongst others.

I am pleased to share that Seven Kitchens our all day dining is now open in his new avatar, we are also delighted to announce the launch of our new Middle Eastern restaurant called Sette Mara at St. Regis Mumbai. We expect the second half of this year to be much better for hotels driven by leisure travels and social events. We had stated our strategy to keep on adding at least a million square feet of retail to our portfolio every year post FY24. Earlier this year we had completed the acquisition of a land parcel in Kolkata and this Greenfield development opportunity will be the first such addition to our portfolio beyond 2024. I have already covered the delivery timelines for our four ongoing mall projects, while the pace of construction and sight had slowed down on account of local restrictions, all our sights are operational and we are not expecting any significant delays in our timelines to commence operations at these assets. Retail interest in our under-construction malls also remains extremely high and we have seen significant traction in leasing activity in the quarter gone by across all locations.

A quick line on our debt strategy before I request Varun to update you on the financial performance. Our strategy continues to be to optimize the capital structure; we have consciously deferred construction finance for our under-development projects until development risk is significantly mitigated. As we reach timelines where we are about 12 to 18 months away from completion of various malls, we intend to draw down some construction finance and the intent is to convert this into LRD facility soon after these malls become operational. I will now request Varun to update you on the financial performance.

Varun Parwal :

Thank you Shishir. Good afternoon ladies and gentlemen and thank you for joining us on this call. Continuing with the briefing which Shishir gave, I would like to share with you some of the key highlights of our consolidated financial performance. Our income from operations for Q1 FY22 stood at Rs. 2,043 million which is at 33% of Q1 FY20. Our EBITDA was at Rs. 761 million which was at 26% of Q1 FY20 and we have reported a loss after tax of Rs. 262 million. Retail rental income came in at Rs. 870 million which

Page 3 of 19

==> picture [114 x 24] intentionally omitted <==

was at 34% of FY20. Our Q1 retail EBITDA was at Rs. 919 million and this was a 36% of Q1 FY20. Our commercial office portfolio continues to remain very strong and we reported total income of Rs. 365 million and an EBITDA of Rs. 247 million. We expect the EBITDA from the commercial office portfolio to cross Rs. 1,000 million or Rs. 100 crores for the full year as occupancy ramps up across our assets and we release additional area in the newer assets.

Overall from a cash flow perspective, our inflow from operations were at Rs. 2,110 million while other receipts from our transactions with CPPIB and GIC were at approximately Rs 15,220 million. Our outflows were at approximately Rs 736 million out of which operating expenses were at only Rs. 76 million. Our CAPEX for Q1 FY22 was at Rs. 1,160 million and while the pace of construction have been slow given the restrictions imposed in various cities, we expect this CAPEX spend to pick up in the remaining three quarters. Like Shishir mentioned, we made some FSI payments and for Q1 FY22, our total payments for the Lower Parel project was at approximately Rs 325 crores. We also repaid debt of about Rs 350 crores during the quarter and this was supplemented by additional debt which we took at Island Star Malls Developers and at our commercial office towers in Pune.

Our overall interest expense stood at approximately Rs800 million for the quarter. From an operational perspective, we had an operational free cash flow of Rs. 550 million for Q1 FY22 after considering interest and tax payments, but before principal repayments. Our consolidated gross debt stood at Rs. 43,567 million as compared to Rs. 44,865 million at the end of Q4 FY21. Gross debt overall was down by about Rs 130 crores for the quarter. We paid off approximately Rs. 3,500 million across principal repayments in Q1 and we also paid down certain revolving credit facilities. Like we have mentioned, we took some additional debt at Island Star Malls Developers which was approximately Rs 150 crores and at our office towers in Pune of Rs. 75 crores.

Just to highlight, the office towers in Pune were constructed completely out of the equity and this is the debt that we have taken against the operational Tower 1 in Pune which has an annual EBITDA of approximately 15 crores. Our average cost of borrowing is now down to 7.9% from 8.17% last quarter, our cost of borrowing is down by 27 basis point in the last three months. We further have more interest resets in July and in the first week of August and we expect our cost of borrowing to further decline in the coming quarters. Post the transactions which we announced where GIC and with CPPIB our group liquidity is in excess of Rs 1,662 crores. This excludes funds

Page 4 of 19

==> picture [114 x 24] intentionally omitted <==

of almost Rs 700 crores which are parked in revolving credit facilities at this point in time and remain available to PML should be needed for any CAPEX or acquisition opportunities.

Phoenix share of gross debt today stands at about Rs 3,237 crores adjusted for the liquidity available with Phoenix in the form of bank balances and investments, our share of net debt is at only Rs 1,686 crores today. With an extremely strong balance sheet position we are prepared for any challenges that the current environment made for and we continue to focus on timely completion of our under-construction projects and expansion into new cities that we have identified. With this, we would close our opening remarks and we would open the call for an interactive Q&A session. Thank you.

Moderator :

Thank you very much sir. Ladies and gentlemen, we will now begin the question and answer session. The first question is from the line of Parikshit Khandpal from HDFC Securities. Please go ahead.

Parikshit Kandpal :

My first question is now with the coming lack of consumption in excess of 80%, but what is the outlook on the rentals, have the rentals normalized now to the pre COVID levels that is my first question?

Shishir Shrivastava: So, we believe that I think with the malls reverting back to close to pre COVID levels of consumption we believe that there should be no impact going forward on rentals. Our discussions with our retailer partners are ongoing for what is the discount that we should be offering them for the period of the malls being shut. So, that is an ongoing discussion as we had done this time around as well we waited for the restrictions to be eased and for the malls to be operational for consumption visibility before we entered into an educated and reasonable negotiation with our retailer partners.

Parikshit Kandpal :

So when do you expect the rentals to revert to the pre COVID levels now since the consumption has now been more than 80%, so the timeframe for which the months were shut, so how do you want to basically bake in these numbers if you can give sense after doing this adjustment

Shishir Shrivastava:

I would say for malls that became operational in the period of June and July, I believe that we should be able to get to normalized rentals without any impact of further restrictions etcetera starting the second half of the year. But I would also rather

Page 5 of 19

==> picture [114 x 24] intentionally omitted <==

refresh your memory that we have even when I say normalizing rentals we are only talking about reverting to the minimum guarantee rent as per contractual terms. We anyways have a revenue share component which we have negotiated to be higher for the period where we offer any waivers. So, with consumption reverting back to normal I think the impact of that is also going to be very less, very significant and we should be able to recover rentals higher than the discounted minimum guarantees.

Parikshit Kandpal : The second question is on the business development side, now that we have added Kolkata have we started working on any other new greenfield opportunity in mall segment and newer cities and likely closures possible in this financial year on that?

Shishir Shrivastava: So, we are actively looking for growth opportunities, we have raised capital in our joint venture with the Government of Singapore with GIC and there is a primary infusion of cash over there to fund growth opportunities so under that JV we are actively looking for some opportunities, there is nothing share at the present because it is all at the initial evaluation stage. Parikshit Kandpal : Just my last question if you can touch upon them the last quarter you had seen a good response on the lease in the under-construction assets, so if you can just share some numbers how has been movement there in terms of the leasing? Shishir Shrivastava: We can give you a broad overview on the leasing activity that we have seen in under construction sites perhaps I am going to request Pawan to give you a more recent updates. Pawan Kakumanu : We had started our leasing for under construction assets about a month ago once COVID-19 second lockdown had moved away and we started our interaction. To refresh your memory a significant amount of leasing was already completed in Indore and that is picking up pretty well as well given that this is amongst the first ones to open, we expect to end the year at almost 60% plus leasing activity to be completed. Even in our other assets such as Mall of the Millennium which is in Pune, mall of Asia which is in Hebbal and Phoenix Palladium in Ahmedabad we are also seeing significant traction coming up. I am also very happy to share with you that our traction even in the recent times we have been able to close in line rentals at higher than what we had planned in our business plan so we believe the traction continues to be very strong for market leading assets.

Page 6 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	I will just add to what Pawan mentioned by the end of this financial year we expect
	at Mall of Asia Bangalore we expect to be at 55% to 60% lease we are in active
	discussion with more than 140 brands including several luxury brands with a large
	group we have concluded the initial discussions to bring in 50 brands across the
	center. Phoenix Mall of the Millennium at Pune we expect to be close to about again
	50% by the end of this financial year. Phoenix Citadel Indore which is likely to open in
	FY23 we expect to be at about 70% by the end of this financial year.
Parikshit Kandpal:	And what about Ahmedabad?
Pawan Kakumanu:	Ahmedabad has actually already achieved about a 70% plus leased occupancy and
	the mall will also become operational sometime in FY23 so we expect by the end of
	this financial year to be at least at 80 - 85% lease.
Moderator:	Thank you. The next question is from the line of Adhidev Chattopadhyay from ICICI
	Securities. Please go ahead.
Adhidev Chattopadhyay:	Phoenix Rise already made FSI payments so what will be the total development size
	and what is the overall budgeted cost and what is the expected completion timelines
	along with what have been your cost savings if the FSI remained operational that is
	the first question?
Shishir Shrivastava:	Sorry could you repeat the third part of your question.
Adhidev Chattopadhyay:	What FSI payments we have made right it is basically the IOD what is the sort of
	savings we have made I am trying to understand have we met all the payments we
	need to do right now or is there more savings to come in future?
Shishir Shrivastava:	On the FSI payment we have paid about Rs 280 crore already and there is about Rs
	400 odd crore saving there because the normal charges premium would have resulted
	in about a number close to Rs 700 crore. So, we have paid the premiums on that and
	secured that FSI. There are development charges that have to be made after which
	one will move with the process of the CC etcetera that is about another 65 odd crores
	which we have also paid and expect the next stage of approvals in some time. The
	overall project cost excluding cost of land etcetera we expect to be at about Rs 1,000
	crore and the overall development potential is about 1.2 million square feet which
	includes roughly around 300,000 square feet of retail and 900,000 odd square feet of
	commercial offices.

Page 7 of 19

==> picture [114 x 24] intentionally omitted <==

Adhidev Chattopadhyay : And this you have mentioned in the presentation some densification in our High Street Phoenix of 0.5 million square feet, is that 0.3 million point of that or that is part of Rise exclusively? Shishir Shrivastava: Yeah, so this includes the 300,000 square feet of Rise that I mentioned the lower Parel expansion project. In addition to that we have now converted some area of the Palladium basement to retail and we are currently working on the interiors over there and also in the sky zone we have added level 2 and level 3 so two floor of retail have been added in Phoenix house above Skyzone. Adhidev Chattopadhyay : And just on the construction timeline when do you expect the broad completion of this project?

Shishir Shrivastava: The 200,000 square feet of retail is already work is in progress in the next few months I would say we will be able to make the space operational part of it is already operational, leased and operational. The project Rise alone which is the 1.2 million square foot development we expect to break ground maybe in the next few months and I think FY26 will be the first full year of operational. So, we would probably end up operating some part of FY25 as well.

Adhidev Chattopadhyay : Second question is on a group liquidity position for the GIC the first tranche of money which you received is the Rs 1,100 crores obviously Rs 800 crores plus came through primary and rest for secondary, how has been the upstream to Phoenix the standalone entity is it all lying at the SPV level that money or has there been some settlement between the standalone and the SPV?

Shishir Shrivastava: So, it was Rs 800 crore of secondary and balance was primary. Now of this about Rs 800 crore which was a secondary or repayment of liabilities of these SPVs to PML cumulatively Rs 800 crore that came in to PML we have used it to pay down certain OD facilities, we have used some part of that to pay for the premiums for project Rise etcetera and roughly Rs 281 crores continues to sit in the SPVs which are part of the joint venture with GIC and form part of the growth capital. We expect that as we identify opportunities or before the end of 12 months when the balance Rs 400 crore comes in so we have about Rs 680-700 crores thereabout to spend for growth opportunities under the GIC JV.

Page 8 of 19

==> picture [114 x 24] intentionally omitted <==

Adhidev Chattopadhyay:	And last question is on the committed obviously the rights issue for Island Star of Rs
	400 crore between CPPIB and us, so is there any clarity we will be making any
	commitments by both the partners this year on next year some time?
Shishir Shrivastava:	We have already infused approximately Rs 200 crore each into that JV we have
	already infused the money that in June this year and that money we have used again
	temporarily to park within the revolving credit facilities and the balance continues to
	stay as treasury investments in Island Star or its subsidiaries.
Adhidev Chattopadhyay:	So, just to understand correctly at an aggregate for Phoenix level Rs 1,100 crore has
	been come in GIC and another Rs 200 crores have come into CPPIB, is the
	understanding correct?
Shishir Shrivastava:	Correct so Rs 1,100 crore from GIC and roughly Rs 200 crore odd has come in from
	CPPIB plus they have also invested in our Calcutta project where at the first instance
	they have brought another Rs 180 crore which was paid out to part of it Rs 150 crore
	came up to Phoenix which was a short term loan that Phoenix had given to that
	subsidiary which was returned. So, that is the liquidity that has been created in this
	last quarter.
Moderator:	Thank you. The next question is from the line of Biplab Debbarma from Antique Stock
	Broking. Please go ahead.
Biplab Debbarma:	Sir my question I just wanted to know what would be the amongst this you have 350
	odd stores in your typical mall amongst this stores how many are the brands that are
	common across your malls and how many of those brands have preleased in your
	under-construction projects?
Shishir Shrivastava:	So, I would say that about 75% of the brands would be common across all our malls
	roughly all the malls have about 320 odd stores. So, I would say 70% would be a more
	accurate number which are common across malls. Several of these are owned by
	groups and we have anchors. So, I would say at least half of this have signed up at
	across all of our locations or as an active discussions with us and we will be executing
	there LOI sometime soon.
Biplab Debbarma:	So, we also expect by the time this under construction malls become operational
	around 60%, 70% of this I mean this brands are more or less would be occupying your
	new under construction?

Page 9 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	Yes.
Biplab Debbarma:	Sir second question is on your expansion HSP, not the Phoenix Rise. I am talking about
	the expansion I believe it is some 97,000 square feet, sir once this becomes
	operational what would be the total leasable area in HSP Palladium that is Phoenix
	share what would be the total visible area of Phoenix share once this become
	operational?
Shishir Shrivastava:	So, Phoenix Palladium as I mentioned to you now the entire property at Lower Parel
	is branded as Phoenix Palladium excluding project Rise 97,000 square feet was the
	expansion in Skyzone of Phoenix Palladium which is on the second and the third floor
	of the building where we used to earlier have offices and we have now converted
	those in to retail space and we have also purchase some of our long-term tenants
	who own spaces there we purchase those units back. So, this is 97,000 square feet
	we have a further approximately 90,000 odd square feet which is an expansion of the
	Palladium buildings which sits below the St. Regis hotel. So, the basement of that
	structure we have now converted into retail. So, that is where we said that
	approximately 200,000 square feet is the expansion and another 300,000 square feet
	will get added as part of the project Rise greenfield development.
Biplab Debbarma:	So, sir including this 200,00 sq ft what would be your excluding the Project Rise
	expansion?
Shishir Shrivastava:	Excluding Project Rise we will be approximately 970,000 odd square feet.
Biplab Debbarma:	Phoenix share right?
Shishir Shrivastava:	Yes sir Phoenix share that is only at the Lower Parel your question is focused only on
	Lower Parel.
Biplab Debbarma:	Yes. One final question I am just comparing your rental revenue in Q1 FY22 excluding
	Palassio is less than your rental revenues in Q1 FY21 where is the consumption is in
	this quarter is higher than Q1 FY21 I know these are not the normal times, so I am
	just trying to understand what happened I mean why despite higher consumption you
	have lower rental revenue this quarter compared to first quarter previous year?
Shishir Shrivastava:	So, for the purpose of our rental income recognition in this quarter I would say we
	have been quite conservative as I had mentioned at the start of my call, we have you
	know the circumstances this year around are actually very different as they were in

Page 10 of 19

==> picture [114 x 24] intentionally omitted <==

Q1 FY21, people are getting vaccinated, we are seeing consumption trends pickup much faster as opposed to the last lockdown. So, while we have taken our conservative view our confidence remains that we will actually be able to see a much higher rental recovery and in fact the billing that we have done is also significantly higher than what we had provisioned for this quarter.

Moderator : Thank you. We take the next question from the line of Kunal Lakhan from CLSA. Please go ahead.

Kunal Lakhan : I am just trying to understand the borrowing cost has been coming down consistently it is almost at some 8% now, I am just trying to understand again our strategy of using more equity towards expansion versus debt which is now like really available at cheap cost?

Shishir Shrivastava: Very valid point I think we have also in the last quarter we were actively on reducing our cost of debt. We have typically seen that at least on LRD one is getting a significantly better rate. Construction finance however continues to be available in the range of about 8.5% to 8.7% plus I would say until the end of the last financial year banks were not readily looking at construction finance and the terms were quite onerous and typically not the kind of terms that Phoenix has agreed during the past. So, to derisk the projects and to ensure that the development timelines have met us along with our JV partners, CPPIB where bulk of this assets hit, development projects sit we took a very conscious call of ensuring funding closure by way of equity and as we proceed with construction activities and development risk has gotten mitigated we will be drawing down construction finance. In the last month we have made significant strides on construction finance as well for our project at Indore we have been able to negotiate some fantastic terms, we believe in the last 12 to 15 months of the completion of works before the mall becomes operational we will be drawing down construction finance on that project, freeing up some of the equity for expansion and soon after it becomes operational we will move into an LRD structure. So, just to give you very quick update on some significant debt activity that has happened at our end after the completion of Q1 which is only in the month of July at Phoenix Palladium part of our debt the ROI has reduced from 7.85% to 7.25% at our Phoenix Palassio it is under the SPV called Destiny. We have refinance the debt there and we brought the cost down from 10.6% to 7.55% in July alone. Our construction finance at Palladium Ahmadabad the ROI is down to 8.3% from 8.6% earlier and we continue to work on bringing the cost of debt at other SPV also down by evaluating multiple options.

Page 11 of 19

==> picture [114 x 24] intentionally omitted <==

Kunal Lakhan:	So, fair to say that your LRD rates are about 7.25% in the construction finance that
	you are getting is around 8.3% to 8.6%?
Shishir Shrivastava:	That would be absolutely correct.
Kunal Lakhan:	So, there is almost like a 120 - 130 bps?
Shishir Shrivastava:	Exactly.
Kunal Lakhan:	So, that would mean that by FY23 since we are expecting completion of Indore and
	other malls so there will be a lot of debt which we have converted into LRD and that
	means that there will be lot of unlocking of equity also there, so in that context I just
	want to understand like how is the acquisition environment today like versus what it
	was let us say 6 months back in terms of the new deals that you are seeing are you
	seeing increasing number of deals and are those deals coming at better terms?
Shishir Shrivastava:	I would say on greenfield and brownfield we are seeing some very interesting terms
	and good deals. On ready assets I mentioned on several previous occasions that there
	are not too many ready malls that fit the bill for us, the malls that we like once the
	lockdown restrictions have eased there, they are all doing extremely well and I do not
	think that the promoter or the owner groups are looking at exit on all of those malls,
	but certainly on Greenfield and Brownfield we are seeing some very good
	opportunities.
Kunal Lakhan:	When we say greenfield, brownfield are these under construction malls or these are
	like?
Shishir Shrivastava:	The greenfield are plots of land and brownfield would be under construction malls.
Kunal Lakhan:	My second question was on your discussion with municipal authorities of Mumbai
	and Pune because Maharashtra has allowed the malls to operate, but I think it is up
	to the municipal authorities what is the sense like what is the thinking like I mean if
	you look at High Streets are kind of flooded, but mall remains shut so what is the
	thought process there what are they saying?
Shishir Shrivastava:	So, I would say that we are extremely concerned about the fact that our malls are not
	operating in Maharashtra. We also genuinely believe that the environment that we
	would provide to our consumer and visitor to the mall would be far superior in terms
	of sanitization, social distancing as opposed to crowded markets and High Street

Page 12 of 19

==> picture [114 x 24] intentionally omitted <==

	locations. I think these are representations that we are making through the
	appropriate forum to our state government and the disaster management authority
	and the corporation. We have gone ahead and ensured that we provide the safe
	environment, across all locations, across all malls in the country we have vaccinated
	more than 20,000 people which include not only our staff, but also our retailer staff,
	the service providing, contractual employees, housekeeping, security etc. So, we have
	ensured that we are ready to go and as soon as we get the node we are ready to offer
	a fantastic safe, shopping experience to our customers.
Kunal Lakhan:	But will they be reevaluating it after 15 days or it will be like month end only?
Shishir Shrivastava:	I do not think I can hazard a guess there; the committee meets every alternate week.
Kunal Lakhan:	Just lastly, a book keeping question on project Rise the Rs 1,000 crore of project cost
	just clarifying that this excludes the Rs. 345 crores that you have paid already this is
	over and above that?
Shishir Shrivastava:	No it would include all of that. It also includes some estimate for construction finance
	IDC interest during construction.
Moderator:	Thank you. The next question is from the line of Pulkit Patni from Goldman Sachs.
	Please go ahead.
Pulkit Patni:	Sir my first question is in line with what one of the previous participants asked if you
	compare on a YoY basis we would have expected given the footfalls, given that there
	was a lot more leniency in terms of home deliveries etcetera that revenues in the
	retail side would have been slightly higher than last year, so when you say you have
	been conservative, should we expect there would be more revenue possibly that
	could come pertaining to this quarter in the outer quarter or how should one look at
	that particular number?
Shishir Shrivastava:	So, if we look at Q1 FY21 our billing for that quarter was roughly around Rs 115 crore
	and Q1 FY22 our billing has been Rs 226 crore. Would you like to explain your question
	further if I have not answered it correctly.
Pulkit Patni:	When I compare so I think that billing number makes it much clearer because when I
	just look at absolute revenue recognized that does not seem to be very different
	there?

Page 13 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	So, absolute revenue recognized was Rs 84 crore and Rs 87 crore for these same
	quarter, but we have gone on a conservative basis this is the direction from our
	auditors as well. So, we have taken that very conservative approach.
Pulkit Patni:	My second question is given that we have had two waves already any sort of
	structural trends you have seen in terms of any future changes required in any specific
	kind of tenants that you think you would like to have or any specific tenants that you
	would not like to have and particularly this question is in context of multiplexes in the
	under construction malls, any thoughts on changing the percentage of area that we
	typically allocate for that, so just some thoughts on that would be helpful?
Shishir Shrivastava:	No I think after a lot of internal discussions and looking at our architectural plans
	etcetera I think we have come to the conclusion that the malls that we had originally
	designed were designed with a lot of these large open spaces, open indoor, outdoor
	F&B villages etcetera and that is the trend that is picking up today. So, we have not
	seen any change in the category mix as such, multiplexes continue to be confident
	and optimistic about the future and we have been in discussions with them for their
	expansion across locations. So, really what we are doing in our new malls is ensuring
	that we have a lot of these of course there are upgrades in the MEP I would say in the
	MEP design itself to comply and probably exceed what is the statutory requirements
	in terms of fresh air changes, etc., but I think in terms of basic design I think the malls
	do not require any significant change.
Moderator:	Thank you. The next question is from the line of Atul Mehra from Motilal Oswal AMC.
	Please go ahead.
Atul Mehra:	Just one question, you said that in the greenfield and brownfield projects you are
	getting better yields in finished ones, so one question here is given that our longer
	term growth aspiration is long and strong so from that perspective do you sense that
	this in the next 12 months’ time - 18 months’ time could be an opportunity for you to
	not grow say 2x in next four, five years on your mall portfolio the but grow 3x or even
	higher and basically perceived entire boom that we might see in the next five years
	time rather than saying going more linear and adding one mall at a time and two malls
	at a time this was because of the current trajectory, so any views on that you guys
	can look at this as a much bigger opportunity step up given that we also have funding
	capabilities unparalleled to most of the peers in the sectors, so any views on this?

Page 14 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	You are right that this a time of opportunity. We have seen several projects not
	proceed as a mall but getting converted to other use. So, I would say that you are
	right I think the supply will continue to be less in the next three to four years or five
	years as well and if you look at our statement where we had said that by FY24 we
	want to reach a 12 million square feet GLA mall portfolio and beyond that add at least
	a million square a year. I think we have already recalibrated the opportunity and we
	maybe looking at a higher GLA being added on beyond FY24 each year. So, you are
	right, but we are being very selective about the locations in the market where we
	want to be and focusing mainly on Tier 1 opportunities.
Atul Mehra:	On a same question in terms of are there any constraints where you think about say
	growing 2x in our stated goal if you have to grow at 3x in the next say three, five years,
	but are there any management in terms of the bandwidth constraints or could it be
	in terms of the number of sites you want to run at one point in time, are there any
	other constraints that in terms of limit growing even faster than about our stated
	goals?
Shishir Shrivastava:	So, I would say capital is not a constraint for us Atul in fact we have the fire power to
	really go out and expand the footprint significantly. Bandwidth is also not a constraint
	because our teams continue to be well staffed and we have always grown our
	bandwidth as we have seen the requirement well in time. I think there are two points
	one is the opportunities themselves as I said we are being extremely selective and we
	want to be in specific markets first where we believe becoming a dominant
	consumption player is not a very difficult task to achieve we want to focus on those,
	but we would not go extremely wide, we would not go with any cookie cutter model.
	So, we are looking at only creating this best destinations and that is why I think there
	are only limited opportunities that one can pursue at a point of time because there
	are limited number of cities where we would like to have our presence.

Atul Mehra : Just second question on the residential side so in terms of while we are having the inventory is there a outer date by which so the management has in mind like say FY23 and something, but you want to completely done with the residential piece and maybe liquidate it even in a wholesale manner, is there a outliner because if you are sitting on any inventory it occupies management bandwidth so if you are done with it completely you do not have to think about it residential ever again, so any news in terms of outer date by which you want to be totally done with residential inventory?

Page 15 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	Atul, in this FY22 our estimates are to achieve sales of Rs.350 odd crores so that is
	what we estimate to achieve here. We completely appreciate our view that it does
	occupy management bandwidth, but we have a very different dedicated residential
	team that focuses on that. I would say that will take us about three and half to four
	years to complete the sales of what we have built and also complete Towers 8 and 9
	and exit those. So, I would say about four to five years including Towers 8 and 9 at
	OBW, but we are open to working with perhaps a purchase of our larger inventory
	for single towers. So, we are open to those opportunities as well and we have initial
	discussion, but there is nothing again to really talk about right now.
Moderator:	Thank you. The next question is from the line of Venkat Samala from Tata AMC. Please
	go ahead.
Venkat Samala:	My first question is really a book keeping question FY21 I just want to understand
	what is the total amount of billing that we have done and again that what has been
	our collection and the second question there would be our hospitality segment profit
	numbers have come off YoY despite registering a better revenue if you could give
	some sense what is really happening in there?
Shishir Shrivastava:	Venkat for your first question I think in FY21 our total collections were about 770
	crore about 50% of that came only in the last quarter of the financial year when the
	malls were operating at full stream and approaching virtually pre COVID levels of
	consumption. In terms of billing, you can connect with Varun and get the details on
	that perhaps on a separate call what was your second part of your question.
Venkat Samala:	The hospitality EBIT was lower YoY despite having our revenues increased about
	double?
Shishir Shrivastava:	So, in the last year when we were in the midst of the first lockdown we had taken
	several measures including salary reductions on employee cost, we had shut down
	several services and therefore the cost of electricity was lower all other ancillary
	operating cost were reduced. This time around we have marketed the hotels for
	staycation and we are seeing some fantastic occupancies of close to 90-100% over
	the weekends and consequently the operating expenses have gone up also as Varun
	has captured previously in my opening remarks we have undertaken several upgrades
	in the interiors etcetera which have all been expensed out. So, I would think roughly
	around Rs 8- 9 crores in July about Rs 6-7 crore in June perhaps another Rs 4 odd
	crore may have happened in May and last year we had received some additional

Page 16 of 19

==> picture [114 x 24] intentionally omitted <==

	benefit in terms of reduced cost on electricity, utilities etcetera by the local
	authorities so that had impacted our EBIT performance positively last year which is
	not available this year.
Venkat Samala:	My second question is I mean with the improved outlook that we are seeing obviously
	the consumption recovery this time seems to be more accelerated compared to last
	time and your expectation that assuming there are no further waves, etc., we expect
	them to normalize by H2 and obviously with consumption to be better and we are
	saying that some part of the revenue that we had forgone last year you would be
	collecting through higher share percentages, so is it fair to expect that H2 our rental
	income could be higher compared to pre COVID levels?
Shishir Shrivastava:	I would hesitate to answer that in a simple way here. I would say that we expect our
	MG to normalize in H2 for sure and if consumption is at pre COVID levels then clearly
	because of the higher revenue share in lieu of the discounts that we have offered in
	the previous period should translate into a higher rental income.
Venkat Samala:	And one last request if you could just give cash flow statement meaning what is the
	total collections, what is the total OPEX, what is the total CAPEX that we have incurred
	for the particular quarter and therefore what is the total change between your
	opening cash and cash equivalent and what is the close in cash and cash equivalent
	this will be really helpful in understanding for the investors as you know what changes
	are really happening, if you could please inculcate that would be a great?
Shishir Shrivastava:	Thank you so much for that recommendation we typically cover it in our opening
	remarks, but I will request the team to evaluate if we should build this into our
	presentation as well.
Moderator:	Thank you. The next question is from the line of Mohit Agrawal from IIFL. Please go
	ahead.
Mohit Agrawal:	My first question is that is there a vision or target with respect to our platform with
	GIC and actually even with the CPPIB in terms of what kind of rentals you would want
	to achieve before we take it into a possible REIT kind of a structure or a medium term
	let us say FY25, FY27, what is that target of rentals that you will see especially with
	the GIC platform?
Shishir Shrivastava:	I will put it like this, every asset that sits under either of these platforms has the
	potential in normal situation to deliver us an NOI of about 150 crore or higher than

Page 17 of 19

==> picture [114 x 24] intentionally omitted <==

that. These are our long-term partners in these two JV I do not believe the intent is to look at or bundled up exit. We have certainly agreed that at the appropriate point in time we will evaluate creating a liquidity event by way of an REIT or an IPO etcetera. However, that is not the goal, the goal is to grow the platform and for both partners to be part of an ongoing and growing business. We expect that under the CPPIB platform, FY25 we should see an NOI of about 700 odd crore under the GIC platform that should be more than 600 crore in FY25.

Mohit Agrawal : That GIC target is from the currents assets or that is including some acquisition? Shishir Shrivastava: No this is only based on the current assets and perhaps one could consider another at least one more project under that if not more which could also generate maybe another anywhere between Rs 170 to 200 crore. Mohit Agrawal : And my last question is basically on your commercial expansion so the 5 million square feet let us exclude Phoenix Rise you have already explained that, when does the construction start for the Bangalore projects and all, is it after the completion of malls and approximately by when do you expect that portfolio to get completed and leased? Shishir Shrivastava: You know these offices all form part of our large mixed-use development and typically build on over and above the podium level of the malls. So, in terms of construction commencement the earlier the construction can commence for the offices will be when we reach the mall podium level. We have already taken into account the cost of foundations etcetera or rather the structural requirement in the foundation we have already taken care of that in the first phase of construction. So, what happens is once you achieve the top of the mall you would expect to start constructing and just building those slabs above that. We feel that we should be able to complete the RCC work maybe in a period of about 9 months after the malls become operational we should be able to complete the RCC work and then take it into interior design. However, I must clarify at this point in time we are still evaluating on what will be the most appropriate timing to build these out depending on the demand in that micro market. In certain cases, it make sense to deliver these in FY25 in some cases it make sense to deliver in FY24 itself.

Mohit Agrawal :

So, broadly if I understand correctly maybe a year or so after the completion of demand?

Page 18 of 19

==> picture [114 x 24] intentionally omitted <==

Shishir Shrivastava:	Correct.
Moderator:	Thank you. The next question is from the line of Amandeep Singh from Ambit Capital.
	Please go ahead.
Amandeep Singh:	First on retail especially when you speak about rental normalization of the MG saying
	towards FY22, so can you please help us understand this is the base rental from FY20
	or this is after two years of escalations say over FY20 to FY22?
Shishir Shrivastava:	See the escalation as per contract will continue this is for our understanding for last
	year that escalation as per contract will continue and the discounts offered for limited
	period on the MG will be on those escalated amounts.
Amandeep Singh:	Secondly on commercial when you say about rental collection have been to the North
	of 92%, so can you highlight tenants from which sector within the office portfolio
	would have been impacted and if the remaining part should be treated as rental
	waiver or you expect it to be collected in the upcoming quarters?
Shishir Shrivastava:	We expect it to be collected I think typically one does see in the normal course one
	feel every quarter you will be at about 95% to 97% kind of a collection and if the
	balance goes through in the subsequent month or whatever.
Moderator:	Thank you. Ladies and gentlemen that was the last question for today. I would now
	like to hand the conference back to the management for closing comments.
Management:	Thank you ladies and gentlemen for joining us today. We look forward to interacting
	with you at the end of the next quarter, in the interim should you have questions or
	follow on conversations please feel free to contact our team at Phoenix Mills and wish
	you all the very best. Stay safe bye-bye.
Moderator:	Thank you. On behalf of the Phoenix Mills Limited that concludes this conference.
	Thank you all for joining us and you may now disconnect your lines.

Page 19 of 19