The Phoenix Mills Ltd. — Capital/Financing Update 2020

Jul 13, 2020

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�t� 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

July 13, 2020

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 400 001 ~~Securitcode: 5~~ 03 ~~100~~

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai- 400051

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Dear Sir(s),

.5.l!bl ~~Intimation of Outcome of Capital Raising Commitee Meeting~~

• Rcl.i ~~Discosure under Regulation 30 of SEB (Lsting Obligations and Disclosure~~ Requirements) Regulations, 201s

Further to our intimation dated June 29, 2020 wherein we had informed the Exchanges regarding raising of funds by The Phoenix Mills Limited ("Company"), and pursuant to Regulation 30 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 'Capital Raising Committee' of the Board of Directors of the Company at its meeting held today viz. Monday, July 13, 2020, considered and approved, amongst others, the following:

• (1) raising of funds not exceeding� 1,100 crore, through issuance of Equity Shares, non­ convertible debt instruments along with warrants and convertible securities other than warrants or Global Depositary Receipts ("GDRs") or Foreign Currency Convertible Bonds ("FCCBs"), ("Specified Securities"), to eligible investors including Foreign Institutions, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pension Funds or individuals, either through Qualified Institutions Placement ('QIP') and/or on a Preferential basis and/or Private Placement and/or any other permissible mode(s), in one or more tranches, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and in force ('SEBI ICDR Regulations'), and as all other applicable regulations, if any, and subject to such other consents/sanctions/approvals, whether regulatory or otherwise, as may be required.

• (2) issue in aggregate and up to a maximum of 15,62,500 Equity Warrants convertible into a maximum of 15,62,500 Equity Shares having face value of � 2 each at a premium on 638 per share, aggregating to� 100 crore (Rupees One hundred crore only) to Ashok Apparels Private Limited ('Promoter Group entity') on a preferential basis in compliance with applicable provisions of SEBI ICDR Regulations. Each warrant shall be convertible into One (1) equity share and the conversion option can be exercised at any time during the period of 18 months from the date of allotment of warrants, as the case may be, on such other terms and conditions as applicable.

• (3) Approval of Postal Ballot Notice to seek the consent of Members of the Compan through postal ballot by way of electronic voting for the following:

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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

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� t_. THE PHOENIX MILLS LIMITED ...

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

• (i) issue of further securities on private placement basis (Preferential Issue and/or through a Qualified Institution Placement (QIP)) as detailed above; and

• (ii) issue of convertible Equity warrants on a preferential basis to the Promoter Group entity.

Further, the details of the above referred preferential issue as required under SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to Issuance of Securities is enclosed as Annexure A to this letter.

The meeting of the Capital Raising Committee of the Board of Directors of the Company commenced at 4:00 p.m. and concluded at 5.00 p.m.

You are requested to take the aforesaid information on record.

Thanking you,

Yours Faithfully,

For The Phoenix Mills Limited ��e,v,� Gajendra Mewara Company Secretary

Regd. Office: The Phoenix Mills Ltd., 462 Senap�ti �apat Marg, Lo�e� Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 , Fax: (022) 2493 8388 E-mail : mfo[@] the[p] hoenixm1lls.com • www.thephoenixmills.com

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i.t� THE PHOENIX '9" MILLS LIMITED

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

- Annexure A Disclosure of de ails of proposed issuance of Warrants to Promoter Group pursuant to SEB Circular No. Ctn./CFD/CMD/4/2015

	Group pursuanttoSEB Circ	Group pursuanttoSEB Circ	ular No. Ctn./CFD/CMD/4/2015
Sr. No. 1	Particulars Type of securities proposed to be issued		Details > -- -- -- --- - Equity Warrants convertible into Equity Shares 1 -----
2	Type of issuance		P referent i a I Allotment
			----------
	Total number of securities		Up to a maximum of 15,62,500 Equity
	proposed to be issued or the total		Warrants convertible into maximum of
3	amount for which the securities will be issued (approximately);		15,62,500 Equity Shares having face value of� 2 each at a premium of� 638 per share
			aggregating to� 100 crore (Rupees One
1--1 �- _------Hundred croreonly)_ _ ____ _
4	i t ii	Name of Investor Ashok Apparels Private Limited ----- --------- ---- ---- --- Post allotment of securities The Equity warrants will be issued at a
		outcome of the subscription,	price of � 640 per warrant (inclusive of
		issue price / allotted price (in	premium on 638 per warrant) or at a price
		case of convertibles), number	determined pursuant to SEBI ICDR
		of investors	Regulations whichever is higher.
			�25 crore, being 25% of the price of Equity
			warrants shall be payable at the time of
			allotment of Equity Warrants and the
			balance shall be payable on or before 18
			months from the date of allotment.
			Number of Investor - 1 (One)
	iii	- Incase of convertibles	Each Equity warrant is convertible into One
		intimation on conversion of	(1) Equity Share of the Company and the
		securities or on lapse of the	conversion can be exercised at any time
		tenure of the instrument;	within a period of 18 months from the date
			of allotment, in one or more tranches, as the
			case may be and on such other terms and
			conditions as applicable.
			Details will be intimated upon conversion
			of Equity Warrants.

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Re[g] d. Office: The Phoenix Mills Ltd., 462 Senap�I! �apat Mar[g] , Lo�e� Pare!, Mumbai 400 013. •Tel:[(] 022) 2496 4307 / 8 / 9 • Fax:[(] 022) 2493 8388 E-mail. mfo[@] thephoenixm1lls.com • www.thephoenixmills.com