The Phoenix Mills Ltd. — Investor Presentation 2019

Aug 7, 2019

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� .. � THE PHOENIX MILLS LIMITED 'Y'

Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Fir., R.R Hosiery, Off. Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax : (022) 3001 6601 www.thephoenixmills.com

August 7, 2019

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

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 400 001

Security code: 503100

Symbol: PHOENIXLTD

Dear Sir(s),

Sub: Investors' Presentation on the Scheme of Amalgamation

Pursuant to Regulation 30 and Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the presentation on the Scheme of Amalgamation of Phoenix Hospitality Company Private Limited, a subsidiary of the Company, with the Company.

The same is also being uploaded on the Company's website http://www.thephoenixmills.com in compliance with regulation 46(2) of the Listing Regulations.

You are requested to take the aforesaid information on your record and acknowledge the receipt.

Yours Faithfully, For The Phoenix Mills Limited ����- Gajendra Mewara Company Secretary and Compliance Officer

Regd. Office : The Phoenix Mills Ltd., 8th Floor, Palladium, 462, Serrapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel: (022) 2496 4307 / 8 / 9, Fax: (022) 2493 8388

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Scheme Synopsis August 2019 Amalgamation of Phoenix Hospitality Co. Pvt. Ltd. (PHCPL) with The Phoenix Mills Limited (PML)

Disclaimer

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The information in this presentation pertaining to The Phoenix Mills Limited and Phoenix Hospitality Company Private Limited (individually referred to as the “Company and together, the “Companies”), its business assets, strategy and operations is for general informational purposes only, and shall not constitute an invitation to invest in any of the Companies referenced in this announcement or their Affiliates. This presentation does not take into account nor does it provide any tax, legal or investment advice or opinion, or financial situation of any person. The information in this presentation is based on the management’s perception of businesses, market conditions and overall growth potential of the Companies. While the information in this presentation is believed to be accurate and reliable, the Companies and its Affiliates, agents, advisors, directors, officers, employees and shareholders make no representation or warranties, expressed or implied, as to the accuracy of such information, and the Companies expressly disclaim any and all liability that may be based on such information or errors or omissions thereof. The Companies reserve the right to amend of replace the information contained herein, in part or entirely, at any time, and undertakes no obligation to provide the recipient with access to the amended information or to notify the recipient thereof.

The information contained in this presentation is for general dissemination and is not addressed to any person/party for any specific purpose. The information contained in this presentation supersedes any prior release or conversation concerning the Companies. Any information, representation or statements not contained herein shall not be relied upon for any purpose.

Neither the Companies nor any of its representatives shall have any liability whatsoever under contract, tort, trust or otherwise, to any recipient or any person resulting from the use of the information in this presentation by such recipient or any of its representatives or for omissions from the information in this presentation. Additionally, the Companies undertake no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed in this presentation.

Certain information in this presentation and oral statements made in any meeting are forward-looking and relate to the Companies’ anticipated financial position, business strategy, events and courses of action. Words or phrases such as "anticipate," "objective," "may," "will," "might," "should," "could," "can," "intend," "expect," "believe," "estimate," "predict," "potential," "plan," "is designed to" or similar expressions suggest future outcomes. Forward-looking statements and financial projections include, among other things, statements about: Companies’ expectations regarding their expenses, sales and operations; future customer concentration; anticipated cash needs, estimates regarding the capital requirements, need for additional financing; ability to anticipate the future needs of its customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; and anticipated trends and challenges in the markets in which the Companies operate.

Forward-looking statements and financial projections are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those in such forward-looking statements and financial projections. All statements, other than statements of historical facts are statements that could be deemed to be forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, but are not limited to: businesses, economic and capital market conditions; the heavily regulated industry in which the Company carries on business; current or future laws or regulations and new interpretations of existing laws or regulations; legal and regulatory requirements; market conditions and the demand and pricing for our products; relationships with the customers, developers and business partners; ability to successfully define, design and release new products in a timely manner that meet the customers' needs; ability to attract, retain and motivate qualified personnel; competition in the industry; technology failures; failure of counterparties to perform their contractual obligations; systems, networks, telecommunications or service disruptions or failures or cyber-attack; ability to obtain additional financing on reasonable terms or at all; ability to manage risks inherent in foreign operations; litigation costs and outcomes; ability to successfully maintain and enforce our intellectual property rights and defend third party claims of infringement of their intellectual property rights; ability to manage foreign exchange risk and working capital; and ability to manage our growth. Readers are cautioned that this list of factors should not be construed as exhaustive. Although we believe that the expectations reflected in the forward-looking statements and financial projections are reasonable, there can be no assurance that the forward looking statements made herein will prove to be accurate, and issuance of such forward looking statements should not be regarded as a direct or indirect, express or implied, representation or warranty of any nature whatsoever that the objective and plans envisaged by the Companies hereto will be achieved. All forward looking statements made herein are based on information presently available to the management of the relevant entities set out herein.

The forward-looking statements and financial projection contained in this presentation are qualified by this cautionary statement. Except as required by law, the Companies undertake no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Recipients and readers are cautioned not to place undue reliance on forward-looking statements or financial projections.

Brief Transaction Details

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TRANSACTION OVERVIEW

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TRANSACTION RATIONALE

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SWAP RATIO KEY APPROVALS

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• Amalgamation of Phoenix Hospitality Co. Pvt. Ltd. (PHCPL) with The Phoenix Mills Limited (PML)

• PML owns 56.92% of PHCPL with the balance 43.08% stake owned by Ruia International Holding Co. Pvt. Ltd. (RIHCPL)  RIHCPL is a promoter group entity  The amalgamation is a non-cash deal  Post amalgamation, Promoter shareholding in PML shall increase by 1.46% from 62.75% to 64.21%  Simplified corporate structure and direct holding by PML in key operating companies  Strong income generating profile of underlying assets  Ease of financing intra – group and general corporate requirements  PML will allot 6.27 Mn. shares to RIHCPL (i.e. 627 equity shares of PML for every 100 equity shares held by RIHCPL in PHCPL)  These shares will be listed on BSE Ltd and National Stock Exchange of India Limited  PHCPL will be amalgamated with PML; thereafter PML will directly hold equity stake across 4 SPVs (refer Slide 4 and 6 for details) Appointed date of 1[st] April , 2019, subject to approvals from:  Securities and Exchange Board of India (SEBI)

• Stock Exchanges (NSE, BSE)

• Shareholder approvals

 National Company Law Tribunal (NCLT)

 Announcement of Scheme

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KEY EVENTS & INDICATIVE TIMELINE

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 NCLT convened meeting of shareholders  NCLT approval

 Indicative timeline for effecting the Scheme : 12 – 15 months

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Transaction Rationale

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Direct holding by PML in key operating companies

• Consolidation of holding in operating entities under PML: As part of the proposed Scheme, PHCPL will be merged with PML and therefore post Scheme, PML will directly hold the following stakes:

• 50% in Starboard Hotels ( Palladium Chennai – Operational Retail Mall: GLA of 0.22 MSF; plus under-development commercial office space of 0.43 MSF)

• 100% in Alliance Spaces ( Fountainhead – Commercial Development : Operating GLA of 0.16 MSF and under–construction GLA of 0.55 MSF)

• 100% in Palladium Constructions ( One Bangalore West & Kessaku – Residential Development : Total saleable area of approx. 3.19 MSF; Courtyard by Marriott Agra: a 193-key operational hotel)

• 100% in Graceworks Realty & Leisure ( Phoenix Paragon Plaza – Commercial Development : Operating GLA of 0.41 MSF)

• The above companies have strong income generating profiles and provide PML with access to rental income from annuity yielding assets and free cash flows from residential project sales

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Simplified corporate structure and Ease of financing intra – group and general corporate requirements

• As per Section 2 (87) of the Companies Act, a maximum of two levels of subsidiaries is allowed, which is the present structure.

• Reduction of Holding levels leads to reduction in compliance requirements

• Further, collapsing the structure provides greater operational flexibility in future and facilitates easy upward deployment of surplus funds for operational and general corporate purposes

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Transaction Timing

Continuation of PML’s Stake Consolidation across subsidiaries

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Over the years, PML has progressively increased its stake across marquee assets

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COMPLETED
(FY 13 – 18)
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Phoenix Market City, Mumbai Phoenix Market City, Pune Offbeat Developers Vamona Developers 24% 100% Dec 2017 59% 100% Sep 2017

Phoenix Market City, Chennai Classic Mall 33% 50%* Sep 2017

Phoenix United – Lucknow, Bareilly Big Apple Real Estate (BARE) 73% 100% Oct 2015

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PROPOSED
Scheme
Fountainhead, Pune One Bangalore West & Kessaku Phoenix Paragon Plaza, Mumbai Palladium Chennai
Alliance Spaces Palladium Construction Graceworks Realty & Leisure Starboard Hotels
58.0% 75.0% 100.0% 70.0% 79.4% 100.0% 44.0% 66.7% 100.0% 28.5% 28.5% 50.0%
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Post Scheme Stake

Stake as of Mar 2010 Stake as of Mar 2019

Date of Transaction

Subsidiary Name

5

* Balance held by a third party

PHCPL Shareholding

Current & Final Ownershi Structure p

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Current Structure
Promoter Group Public
62.75% 37.25%
RIHCPL
43.08%
Phoenix Hospitality Co. Pvt. 56.92%
Phoenix Mills (PML)
Ltd. (PHCPL)
50% 28.46%
Starboard Hotels
57.99% 42.01% 75.02%
Alliance Spaces
47.71%
52.29%
79.44%
Palladium Constructions
77.33% 22.67%
Graceworks Realty & Leisure 66.68%
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Effective PML Stake

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Proposed Transaction Steps
Step 2: PML to allot its Promoter Group Public
shares to RIHCPL in lieu
of the holding in PHCPL
Phoenix Hospitality Co. Pvt.
Phoenix Mills (PML)
Ltd. (PHCPL)
Step 1: Amalgamation
of PHCPL with PML
Final Proposed Structure
Promoter Group Public
64.21% ^ 35.79%
Phoenix Mills (PML)
50% 100% 100% 100%
Palladium Graceworks Realty &
Starboard Hotels Alliance Spaces
Constructions Leisure
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RIHCPL – Ruia International Holding Company Pvt. Ltd.; * Balance held by a third party; ^ The above does not take into consideration the dilutive effect of vested ESOPs’ exercise

PML Shareholding

Current and Post Scheme Shareholding Pattern

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Current Shareholding

Post Scheme Shareholding

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Ruia
International
Public
32.18%
37.25% Promoters:
62.75%
Other Promoter
Entities
30.57%
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Ruia
Public International
35.79% 34.84%
Other
Promoter
Entities
29.36%
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Promoters: 64.21% *

Post amalgamation, Promoter shareholding in PML shall increase by 1.46% from 62.75% to 64.21 %

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* The above does not take into consideration the dilutive effect of vested ESOPs’ exercise

Indicative Activities & Timeline for Completion

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PML & PHCPL SEBI and Stock Submission of NCLT convened NCLT approval Allotment of Listing of shares Board to Exchanges’ the Scheme to shareholder for the Scheme shares by PML allotted approve the Approvals NCLT meetings (Epursuant to the amalgamation voting and Scheme and swap ratio voting at meetings for approval of the Scheme)

The transaction is subject to regulatory approvals and is likely to be completed in 12 – 15 months

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Note: The above timeline is indicative and is subject to change

Advisors to the Transaction

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Independent Valuers
Legal Advisors
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Fairness Opinion Issued By
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Real Estate Consultant
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ANNEXURES Asset Details & Other Information

PML: Post Scheme Asset Base

Fully Owned and through Alliances/ Partnerships

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Post Scheme, PML will have its largest asset base of fully held rent yielding assets in its operating history so far

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FULLY OWNED ASSETS (5.80 MSF) CURRENT Scheme (4.98 MSF) [#] ALLIANCES / PARTNERSHIPS (6.53 MSF) [#]
HSP & Palladium, Mumbai Phoenix United, Lucknow Art Guild House, Mumbai Fountainhead, Pune OBW & Kessaku PMC Bengaluru PMC Wakad^ PMC Chennai
PMC Pune Phoenix United, Bareilly The Centrium, Mumbai PPP, Mumbai Palladium Chennai * PMC Hebbal^ PMC Indore^ St. Regis, Mumbai
PMC Mumbai PMC Lucknow^ Phoenix House, Mumbai Courtyard by Marriott
The Crest, Chennai Palladium Ahmedabad^
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• 50.0% stake with PML. Balance held by a third party; ^ Under Development;

• #Excludes hotel area HSP – High Street Phoenix, PMC – Phoenix Market City Note: Excludes area under planning for HSP, PMC Bangalore (Whitefield), PMC Wakad, PMC Hebbal

Alliance with CPPIB

Retail

Commercial

Residential

Hospitality

One Bangalore West

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Asset Overview
BRIEF DETAILS
Launched
Total Area 2.20 MSF 1.49 MSF Area Sold^ 1.29 MSF
Area
Avg. Sales
Sales Value^ Rs. 13,070 Mn. Price^ Rs. 14,150 PSF
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LOCATION DYNAMICS

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Malls & Offices Social Infrastructure Connectivity
Sandal Soap Factory
Subway St. – 1.0 KM
0.1 KM 0.4 KM 0.1 KM
0.1 KM 0.4 KM 0.2 KM
Sadhashivnagar MG Road
3.5 KM 8.0 KM City Airport – 34.0 KM
0.4 KM
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PROJECT PARTNERS PROJECT UPDATE
OC Under Construction &
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OC Under Construction &
Completed Received yet to be launched
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Concept Architect: Benoy (UK) Lighting: AWA Lighting (USA)
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Towers Towers Towers 1 – 5 6 7 – 9

Contractors: Simplex Infra Clubhouse: Callison (USA)

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Asset Façade & Interiors

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^ As of 31[st] March, 2019

Kessaku, Bengaluru

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Asset Overview
BRIEF DETAILS
Launched
Total Area 0.99 MSF 0.52 MSF Area Sold^ 0.27 MSF
Area
Avg. Sales
Sales Value^ Rs. 3,925 Mn. Price^ Rs. 14,739 PSF
LOCATION DYNAMICS
Malls & Offices Social Infrastructure Connectivity
Sandal Soap Factory
Subway St. – 1.0 KM
0.1 KM 0.4 KM 0.1 KM
0.1 KM 0.4 KM 0.2 KM
Sadhashivnagar MG Road
3.5 KM 8.0 KM City Airport – 34.0 KM
0.4 KM
PROJECT PARTNERS PROJECT UPDATE
OC
Received
Concept Architect: Benoy Lighting: AWA Lighting
(UK) (USA)
All
Towers
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Contractors: Simplex Infra Clubhouse: Callison (USA)

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Asset Façade & Features

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Art Inspired Lobbies
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Designer Landscapes
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Infinity Pool
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^ As of 31[st] March, 2019; * Balance area soft launched in Q4FY19

Phoenix Paragon Plaza, Mumbai

Asset Overview

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Asset Façade

BRIEF DETAILS

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Leasable
0.41 MSF Structure 1 Tower 6 Floors 2 Basement
Area
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LOCATION DYNAMICS
Commercial Developments Social Infrastructure Connectivity
Jagruti Nagar Metro
Phoenix Market City: <0.1 KM Station: 2.6 KM
Equinox Kanakia Zillion HCC 24/7 Kurla Station: 3.0 KM
Business Park 1.9 KM 7.1 KM Amar Hospital: <0.1 KM
2.2 KM
Holy Cross Church: 0.7 KM International Airport: 6.7 KM
Kohinoor City 0.9 KM Piramal Agastya Neelkanth Biz Don Bosco Institute Of
0.3 KM Park Technology: 0.5 KM
1.8 KM
KEY TENANTS PROJECT FEATURES
Adequate Car Parks Grand Atrium for Sunlight
Wi Fi Enabled Impressive Landscaped High Safety
Façade Gardens Standards
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The Fountainhead, Pune

Asset Overview

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BRIEF DETAILS
Leasable
0.71 MSF Structure 3 Towers 13 Floors 2 Basement
Area
LOCATION DYNAMICS
Commercial Developments Social Infrastructure Connectivity
Phoenix Market City: <0.1 KM Pune Station: 6.6 KM
Proposed Metro Station: 0.1 KM
Marvel Edge Nyati Unitree Lunkad Sky One Westin, Koregaon Park: 3.4 KM
0.7 KM 3.2 KM 3.6 KM
Hyatt Regency: 0.6 KM
Novotel: 0.8 KM International Airport: 3.0 KM
Panchshil Vascon Suyog Race Course: 7.7 KM
Chambers Square Platinum
7.1 KM 4.3 KM 5.3 KM
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KEY TENANTS PROJECT FEATURES
Multi Level Car Parks Flexible Working Spaces
Wi Fi Enabled Double Height Landscaped Outdoor High Safety Standards
Decks Gardens
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Asset Façade & Interiors

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Grand Entrance Lobby
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Large Open Workspaces
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Double Height Decks
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* 1 Tower operational, balance under construction

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Palladium, Chennai

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Asset Overview

Asset Façade & Interiors

BRIEF DETAILS: MIXED USE DEVELOPMENT

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Leasable
0.66 MSF Structure 1 Tower 6 Floors^ 2 Basement
Area
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LOCATION DYNAMICS

Malls & Offices

Social Infrastructure Connectivity

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Denaturals Hospital: <2.0 KM Indiranagar Station: 7.6 KM
RMZ Millenia 4.6 KM Phoenix Market city < 0.1 KM Info ParkTRIL Westin, Velachery: <1.0 KM
6.3 KM
Guru Nanak College: 1.5 KM International Airport: 11.6 KM
TVH Agnito ASV Chennai Guindy National Park: 4.0 KM
Park Titanium Grand Mall
5.7 KM 5.2 KM 2.4 KM
PROJECT FEATURES
Multi Level Car Parks Double Height Decks Wi Fi Enabled High Safety Standards
Integrated Structure for 80+ Stores Multi Cuisine Food Court
Retail & Office^
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* Split across operational retail (0.23 MSF) & planned Office (0.43 MSF) ^Retail is spread over 6 floors currently; planned office will come on top of existing retail structure

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Courtyard by Marriott, Agra

Asset Overview

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BRIEF DETAILS
Event Event 23,314
Keys 193 Restaurants 4 8
Rooms Spaces Sq. Ft.
LOCATION DYNAMICS KEY AMENITIES
Tourist Attractions Connectivity
Fitness
Wi Fi Enabled
Centre
Natural Preserve Agra Station
Taj Mahal <3.0 KM <8.0 KM
<2.0 KM
Swimming Full Service
Kids Play
Pool Spa Area
Agra Golf Course Boating Kheria Airport
<6.0 KM <10.0 KM <12.0 KM
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RATINGS

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RESTAURANTS & BARS
International 24 Hr. Coffee Shop
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Indian Cuisine
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Lounge & Bar
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Asset Façade

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* Actual Photo

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Asset Base Performance

Ke O eratin and Financial Metrics y p g

==> picture [205 x 39] intentionally omitted <==

Operating Metrics

Particulars		Residential	Residential
		OBW	Kessaku
Total Area (MSF)		2.20	0.99
Area Launched (MSF)		1.48	0.52
Area Sold (MSF)		1.29	0.27
Sales Value (Rs. Mn.)		13,070	3,925
Avg. Selling Price (PSF)		14,150	14,739
Collections (Rs. Mn.)		12,184	2,658

Particulars		Commercial	Commercial	Retail
		PPP Mumbai	Fountainhead, Pune	Palladium Chennai
Total Area (MSF)		0.41	0.161	0.20
Avg. Rentals (PSF)		95	79	130
No. of Stores		N/A	N/A	86
Leased Occupancy (%)		55%	88%	94%
Trading Occupancy (%)		N/A	N/A	83%

Particulars		Hospitality
		Courtyard by Marriott, Agra
Rooms		193
Occupancy (%)		67%
Avg. Room Rate (Rs.)		3,908

Brief Financials – FY 19 (Rs. Mn.)

Particulars		Residential
		OBW & Kessaku
Revenue Recognized		3,7953
EBITDA		1,926
PAT		1,242

Particulars		Commercial2	Commercial2	Retail2		Particulars	Hospitality
		PPP Mumbai	Fountainhead, Pune	Palladium Chennai			Courtyard by Marriott, Agra
						Room Revenue	188
Rental Income		358	32	248
						F&B & Banqueting	163
Total Income		358	32	248
						Other OperatingIncome	19
EBITDA		213	(8)	158		Total Income	370
						EBITDA	83
EBITDA Margin as % of rental income		59.5%	N/A	63.7%
						EBITDA Margin (%)	22%

1. 0.16 MSF is operational, balance 0.55 MSF is under construction; 2. Initial period of operations, EBITDA margin will improve once asset stabilizes and occupancy improves; 3. Split Rs. 3,173 Mn. for Kessaku & Rs. 622 Mn. for OBW OBW – One Bangalore West, PPP – Phoenix Paragon Plaza; N/A – Not Applicable

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Thank You