The Phoenix Mills Ltd. — Capital/Financing Update 2021

Nov 15, 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 GIN No.: L 17100MH1905PLC000200

November 15, 2021

To,

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

Securit code: 503100 Symbol: PHOENIXLTD

Dear Sir(s),

Sub: Investment b CPP Investment Board Private Holdin s 4 Inc. 'CPP Investments') in Plutocrat Commercial Real Estate Private Limited (PCREPL), a wholly owned subsidiary of the Company

In accordance with Regulation 30(6) read with schedule Ill and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that The Phoenix Mills Limited ('Company'), Canada Pension Plan Investment Boara ('CPPIB') through its entity viz. CPP Investment Board Private Holdings (4) Inc. ('CPP Investments') and Plutocrat Commercial Real Estate Private Limited, (PCREPL), a wholly owned subsidiary company, have entered into and executed Securities Subscription and Purchase Agreement ("SSPA") and Shareholders Agreement ('SHA') {collectively referred to as "Definitive Agreements"} for an investment of upto Rs.1350 crores by CPP Investments in multiple tranches on an aggregate basis, through a combination of primary and secondary investments, subject to fulfilment of the terms and conditions contained in the Definitive Agreements.

Further, CPP Investments, in its first tranche of investment, shall invest an amount of upto Rs.787 crores through a combination of fresh equity subscription and secondary acquisition of equity shares held by the Company in PCREPL as per the details set out below.

Name of the Subsidiary	Primary Issuance	Primary Issuance	Secondary Acquisition	Secondary Acquisition	Total Investment {In INR)
	No.of Shares to be issued and allotted	Amount (in INR) No.of Shares to be transferred by the Company		Consideration Amount {In INR)
Plutocrat Commercial Real Estate Private Limited	5,195	749,50,00,000	260 37,50,00,000		787,00,00,000
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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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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

Post the completion of first tranche investment by CPP Investments, the Company and CPP Investments shall hold 64.10% and 35.90% respectively, of the paid up equity share capital in PCREPL.

Post the subsequent tranches of investment by CPP Investments, subject to the fulfilment of the terms mentioned in the Definitive Agreements, it is envisaged that CPP investments may further increase its stake from 35.90% to 49.00% in the share capital of PCREPL as per the terms and conditions of the Definitive Agreements.

Disclosure in terms of Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure I.

We request you to take the above information on record.

Thanking you,

Yours faithfully, For The Phoenix Mills Limited ----=- o[FN] � �� ' Gajendra Mewara Company Secretary f[�• -,, \ / _':;, ,>" Encl : as above

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Pare!, Mumbai 400 013 .. • T�I:[(] 022[) ] 2496 4307 / 8 / 9 •Fax:[(] 022[) ] 2493 8388 E-mail : info[@] thephoenixmills.com • www.thephoernxm1lls.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. : L 17100MH1905PLC000200

Annexure I

	Annexure I	Annexure I
	Details in relation to the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9,
Sr. No. Items to be disclosed 1 2. 3. 4. Details and reasons for restructuring Quantitative and/ or qualitative effect of restructuring Details of benefit, if any, to the promoter /promoter group/group companies from such proposed restructuring Brief details of change in shareholding pattern (if any) of all entities		Details Company and CPP Investments have entered into and executed Definitive Agreements to develop an office-led mixed-use Asset in Lower Parel, Mumbai. The office-led mixed-use asset will complement the Company's existing retail development at Phoenix Palladium, Mumbai and The St. Regis, Mumbai hotel. The infusion of the funds by CPP investments in PCREPL shall be utilized for the development of office-led mixed-use Asset in Lower Parel, Mumbai. The investment will facilitate the development of the office space with a potential lea sable area of approximately one million sq. ft. and flagship retail space with a potential leasable area of approximately 0.2 million sq. ft. and contribute to an increase in the Group's revenue. Post the completion of first tranche investment by CPP Investments, the Company and CPP Investments shall hold 64.10% and 35.90% respectively of the paid up equity share capital in PCREPL. Upon the completion of the proposed investment, subject to the fulfillment of the terms of SHA, it is envisaged that CPP Investments may further increase its stake from 35.90% to 49.00% in the share capital of PCREPL.~~�~~

~~a~~ x: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 430,