The Phoenix Mills Ltd. — Capital/Financing Update 2022

May 28, 2022

==> picture [233 x 37] intentionally omitted <==

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 28, 2022

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 Sirs/Madam,

Subject – Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Acquisition of stake by Company’s Subsidiary in Stratix Hospitality Private Limited

Pursuant to Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Company’s wholly owned subsidiary namely i.e. Bellona Hospitality Services Limited (‘BHSL’) has entered into Securities Purchase Agreements (‘SPA’) and Shareholders Agreement (‘SHA’) to acquire 10,002 Equity Shares of Stratix Hospitality Private Limited (‘SHPL’) from its existing shareholders, in one or more tranches, as per the details set out below.

==> picture [443 x 107] intentionally omitted <==

----- Start of picture text -----

No. of % of Total
Shares to be shareholding Consideration
Name of the subsidiary acquiring
acquired of SHPL to be (INR)
shares
acquired
Bellona Hospitality Services Limited 10,002 50% (approx.) 50,00,000
----- End of picture text -----

Pursuant to the above acquisition of shares by BHSL, SHPL will become an associate of BHSL.

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 [233 x 37] intentionally omitted <==

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

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/ 4/2015 dated September 9, 2015 are given in Annexure A to this letter.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully,

for The Phoenix Mills Limited

GAJENDRA Digitally signed by GAJENDRA MEWARA MEWARA Date: 2022.05.28 14:13:04 +05'30' Gajendra Mewara Company Secretary

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 [233 x 37] intentionally omitted <==

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

Annexure A

Acquisition (including agreement to acquire)

==> picture [483 x 575] intentionally omitted <==

----- Start of picture text -----

Sr. Details of Events that need to be Information of such events(s)
No. provided
1. Name of the target entity, details in Stratix Hospitality Private Limited
brief such as size, turnover etc. (‘SHPL’) is an Indian Company
incorporated on August 02, 2014 having its
registered office at Unit No. S-11, CTS no.
66, Laxmi Woollen Mills Estate, Dr. E.
Moses Road, Shakti Mills Lane,
Mahalaxmi, Mumbai 400011 with an
annual turnover of Rs. 202.50 lakhs and
net-worth of Rs. 63.61 lakhs as on March 31,
2021.
2. Whether the acquisition would The execution of Securities Purchase
fall within related party Agreement (SPA) and Shareholders
transaction(s)and whether the Agreement (SHA) does not fall within the
promoter/ promoter group/ purview of related party transaction.
group companies have any interest
in the entity being acquired?
The promoter / promoter group / group
If yes, nature of interest and companies of the Company do not have
details thereof and whether the any interest in the entity (SHPL) whose
same is done at “arms length” Equity shares are being acquired.
3. Industry to which the entity being SHPL is engaged in the business of
acquired belongs operation and management of the
restaurants.
4. Objects and effects of acquisition The acquisition of 50% stake in SHPL by
(including but not limited to, BHSL is in line with its expansion plans in
disclosure of reasons for F&B business.
acquisition of target entity, if its
----- End of picture text -----

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 [233 x 37] intentionally omitted <==

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

		Corp. Office:Shree Laxmi Woolen Mills Estate, 2nd Floo R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - Tel: (022) 3001 6600 Fax : (022) 3001 6601 CIN No. : L17100MH1905PLC000200
	business is outside the main line of business of the listed entity)
5.	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable
6.	Indicative time period for completion of the acquisition	Within maximum 30 days from the date of execution of SPA.
7.	Nature of consideration -whether cash consideration or share swap and details of the same	Cash consideration (in one or more tranches).
8.	Cost of acquisition or the price at which the shares are acquired	BHSL shall acquire approx. 50% shareholding of SHPL for a total aggregate consideration of Rs. 50 Lakhs.
9.	Percentage of shareholding / control acquired and / or number of shares acquired	BHSL shall acquire 10,002 equity shares equivalent to approx. 50% of issued and paid-up equity share capital of SHPL from its existing shareholders.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Stratix Hospitality Private Limited (‘SHPL’) is an Indian Company incorporated on August 02, 2014 having its registered office at Unit No. S-11, CTS no. 66, Laxmi Woollen Mills Estate, Dr. E. Moses Road, Shakti Mills Lane Mahalaxmi, Mumbai 400011 with an annual turnover of Rs. 202.50 lakhs as on March 31, 2021, Rs. 578.91 lakhs as on March 31, 2020, and Rs. NIL as on March 31, 2019. SHPL is engaged in the business of operation and management of the Restaurants.

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