The Phoenix Mills Ltd. — M&A Activity 2025

Jan 30, 2025

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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. : L17100MH1905PLC000200

January 30, 2025

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: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure – Requirements Requirements) Regulations, 2015 Scheme of Merger and Amalgamation between Subsidiary Companies

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), we wish to inform you that Astrea Real Estate Developers Private Limited, (“ Astrea/Transferee Company ”), a Subsidiary of the Company, Coimbatore Sameera Investments Private Limited (“ CSIPL ”), Dhanalakshmi Engineering Private Limited (“ DEPL ”), Pulankinar Investment and Finance Private Limited (“ PIFPL ”), Shanthi Chandran Enterprisers Private Limited (“ SCEPL ”), Shanthi Chandran Investments Coimbatore Private Limited (“ SCICPL ”) and Sheela Traders Private Limited (“ STPL ”), {collectively referred as “ Transferor Companies ”}, step-down Subsidiaries of the Company, in their respective Board Meetings held on January 30, 2025, have subject to the approval of Jurisdictional Bench of the Hon’ble National Company Law Tribunal (“NCLT”) and such other requisite statutory and regulatory approvals/ consents, as may be required, considered and approved the Scheme of Merger and Amalgamation of Transferor Companies with Transferee Company (‘Scheme’), on a going concern basis under the provisions of Section 230 to 232 of and other applicable provisions of the Companies Act, 2013 read with relevant Rules framed thereunder.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are given in Annexure A to this letter.

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. : L17100MH1905PLC000200

This intimation is also being uploaded on the Company’s website at -Intimations. https://www.thephoenixmills.com/investors/FY2025/Exchange

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

Yours faithfully,

For The Phoenix Mills Limited

BHAVIK Digitally signed by BHAVIK MANILAL MANILAL GALA Date: 2025.01.30 GALA 21:01:20 +05'30'

_____

Bhavik Gala Company Secretary Membership No. F8671

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. : L17100MH1905PLC000200

Annexure A

Merger and Amalgamation

Sr. No.	Details of Events that need to be provided		Information of such events(s)	Information of such events(s)	Information of such events(s)
1.	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc		Coimbatore Sameera Investments Private Limited (“CSIPL”), Dhanalakshmi Engineering Private Limited (“DEPL”), Pulankinar Investment and Finance Private Limited (“PIFPL”), Shanthi Chandran Enterprisers Private Limited (“SCEPL”), Shanthi Chandran Investments Coimbatore Private Limited (“SCICPL”) and Sheela Traders Private Limited (“STPL”), {collectively referred as “Transferor Companies”} proposed to merge and amalgamate with Astrea Real Estate Developers Private Limited, (“Astrea/Transferee Company”). Name of the Transferor Companies Paid up Capital as on date (in Rs.) Net worth as on March 31, 2024 (in Rs.) Dhanalakshmi EngineeringPrivate Limited(“DEPL”) 1,00,000 (1,42,890) Pulankinar Investment and Finance Private Limited(“PIFPL”) 1,00,000 2,14,022 Coimbatore Sameera Investments Private Limited(“CSIPL”) 1,00,000 (56,177) Shanthi Chandran Enterprisers Private Limited(“SCEPL”) 1,00,000 (54,157) Shanthi Chandran Investments Coimbatore Private Limited (“SCICPL”) 1,00,000 (46,802) Sheela Traders Private Limited (“STPL”) 1,00,000 56,999
			Name of the Transferor Companies	Paid up Capital as on date (in Rs.)	Net worth as on March 31, 2024 (in Rs.)
			Dhanalakshmi EngineeringPrivate Limited(“DEPL”)	1,00,000	(1,42,890)
			Pulankinar Investment and Finance Private Limited(“PIFPL”)	1,00,000	2,14,022
			Coimbatore Sameera Investments Private Limited(“CSIPL”)	1,00,000	(56,177)
			Shanthi Chandran Enterprisers Private Limited(“SCEPL”)	1,00,000	(54,157)
			Shanthi Chandran Investments Coimbatore Private Limited (“SCICPL”)	1,00,000	(46,802)
			Sheela Traders Private Limited (“STPL”)	1,00,000	56,999

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. : L17100MH1905PLC000200

					Net worth as on March 31, 2024 (in Rs.) (4,79,000) hence there is
			Name of the Transferee Company	Paid up Capital as on date (in Rs.)	Net worth as on March 31, 2024 (in Rs.)
			Astrea Real Estate Developers Private Limited, (“Astrea”)	7,45,160	(4,79,000)
			Transferor Companies and Transferee Company have no business operations and no Turnover.
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		The Transferor Companies and Transferee Company are related parties to each other within the meaning of Section 2(76) of the Companies Act, 2013. However, as per Ministry of Corporate Affairs Circular No. 30/2014, dated July 17, 2014, it is clarified that transactions arising out of Compromises, Arrangements and Amalgamations under the Companies Act, 2013, will not fall within the purview of Section 188 of the Companies Act, 2013. The Company has taken necessary approval of Audit Committee pursuant to Regulation 23 of SEBI ListingRegulations.
3.	Area of business of the entity(ies);		Transferor Companies are land owning companies and have no operations. Transferee Company is incorporated on February 04, 2024 to undertake the business of real estate activities.
4.	Rationale for amalgamation/ merger;		The rationale for the Merger in brief is as follows:

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. : L17100MH1905PLC000200

		i. The proposed merger will create a simplified group and unified business structure. It will result in significant reduction in the overheads, including administrative, legal and statutory compliances, managerial and other expenditure, operational rationalization, organizational efficiency and optimal utilization of resources by avoiding duplication of efforts. ii. The merger will further provide for an administrative setup that will ensure the required depth and focus of the management. iii. The proposed merger will create enhanced value for shareholders and allow a focused strategy in operations, which would be in the best interest of the shareholders, employees and other stakeholders of the companies. iv. The proposed merger will enable consolidation of all assets, including all movable and immovable property of the Transferor Companies and enhance the value of the assets of the Transferor Companies, including for development of the immovable properties owned by the Transferor Companies, and provide for a clear strategic road map towards improved performance. v. The Scheme does not adversely affect the rights of the Creditors of the Transferor Companies and the Transferee Company. The Creditors of the Transferor Companies shall become the Creditors of the Transferee Company. There will not be reduction in amounts payable to the Creditors of the Transferor Companies and the Transferee Company post sanctioning of the Scheme
5.	In case of cash consideration – amount or otherwise share exchange ratio;	The Transferor Companies are wholly owned subsidiaries of the Transferee Company and hence there will be no cash consideration or issuance of new shares involved in the Scheme of Merger and

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. : L17100MH1905PLC000200

		Amalgamation. The entire issued, subscribed and paid up share capital of the Transferor Companies shall stand automatically cancelled on the Scheme becoming effective.
6.	Brief details of change in shareholding pattern (if any) of listed entity.	The Merger and Amalgamation is between the subsidiaries of the Company and hence there is no change in the shareholding pattern of the Company.

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