The Phoenix Mills Ltd. — Major Shareholding Notification 2019

Oct 1, 2019

October 1, 2019

The Company Secretary BSE Limited The National Stock Exchange The Phoenix Mills Limited Phiroze Jeejeebhoy of India Limited 462, Senpati Bapat Marg, Towers, Dalal Street, Fort, Exchange Plaza, Plot No. C-1, Lower Parel, MumbaiMumbai -400001 G-Block, Bandra Kurla 400013 Complex, Bandra (East), Mumbai- 400051

Sub: Disclosure under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Regulations")

Dear Sir/ Madam,

Please find enclosed herewith disclosure in terms of Regulation 29(2) of the SEBI Takeover Regulations for your information and records.

Thanking You, Yours sincerely,

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Atul Ruia For and on behalf of the Promoter Group and Person Acting in Concert ('PAC')

Place : Mumbai Date : October 1, 2019

Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Name of the Target Company (TC) Name(s) of the Sellers and Persons Acting in Concert (PAC) with the sellers Whether the Sellers belongs to PFemeteF/Promoter group Name(s) of the Stock Exchange(s} where the shares of TC are Listed Details of the acquisition / disposal as follows Before the sale under consideration, holding of: a) Shares carrying voting rights	Name of the Target Company (TC) Name(s) of the Sellers and Persons Acting in Concert (PAC) with the sellers Whether the Sellers belongs to PFemeteF/Promoter group Name(s) of the Stock Exchange(s} where the shares of TC are Listed Details of the acquisition / disposal as follows Before the sale under consideration, holding of: a) Shares carrying voting rights		The Phoenix Mills Limited Selers: Amla Ashokkumar Ruia Gayatri Atul Ruia Ashok Ruia Family Trust Atul Ruia Family Trust Persons Acting in Concert: Promoter: Atul Ashokkumar Ruia Promoter Graue: Sharmila Dalmia Ruia International Holding Company Private limited Radhakrishna Ramnarain Private Limited Ashok Apparels Private Limited Ashton Real Estate Development Private Limited Senior Advisory Services Private Limited Sharanya A. Ruia Beneficiary Trust Yes BSE Limited National Stock Exchange of India Limited	The Phoenix Mills Limited Selers: Amla Ashokkumar Ruia Gayatri Atul Ruia Ashok Ruia Family Trust Atul Ruia Family Trust Persons Acting in Concert: Promoter: Atul Ashokkumar Ruia Promoter Graue: Sharmila Dalmia Ruia International Holding Company Private limited Radhakrishna Ramnarain Private Limited Ashok Apparels Private Limited Ashton Real Estate Development Private Limited Senior Advisory Services Private Limited Sharanya A. Ruia Beneficiary Trust Yes BSE Limited National Stock Exchange of India Limited
	the acquisition / disposal as follows sale under consideration, holding of: carrying voting rights		% w.r.t. total share/voting Number capital wherever applicable () 55,01,395 3.59 9,07,14,487 59.16 - - - - - - 9,62,15,882 62.75*	% w.r.t. total diluted share/voting capital of the TC () 3.57 58.83 - - - 62.40**
a) Shares
- Sellers# - Promoter Group & Persons Acting in Concert# b} Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others) c) Voting rights (VR} otherwise than by shares
d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the T C (specify holding in each category} e) Total (a+b+c+d} Details of sale"
a) Shares carrying voting rights
- Sellers			55,01,395 3.59	3.57
- Promoter Group & other Persons Acting in Concert			NIL NIL	NIL
b} Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/ others} c) Voting rights {VR) otherwise than by shares d} Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the T C (specify holding in each category)			- - - -	- -
			- -	-
e) Total (a+b+c+d}			55,01,395 3.59	3.57

After the sale, holding of:	After the sale, holding of:	After the sale, holding of:	After the sale, holding of:
a) Shares carrying voting rights
- Sellers	NIL	NIL	NIL
- Promoter Group & Persons Acting in Concert	9,07,14,487	59.16	58 .83
b) Shares in the nature of encumbrance (pledge/ lien/ non-disposal undertaking/others)	-	-
c) Voting rights (VR) otherwise than by shares	-	-	-
d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specifyholdingineachcategory)	-	-	-
e) Total (a+b+c+d)	9,07,14,487 59.16 58.83 Open Market
Mode of sale (e.g. open market/ off-market/ public issue/ rights issue/ preferential allotment/inter-se transfer etc).
Date of sale of shares	September 27, 2019
Equity share capital / total voting capital of the TC before the said sale*	Rs. 30,66,97,380/-
Equity share capital/ total voting capital of the TC after the said sale*	Rs. 30,66,97,380/-
Total diluted share/ voting capital of the TC after the said sale**	Rs. 30,83,96,816/-

*Total Share capital/ voting capital is as per the latest filing done by the Target Company to the Stock Exchanges i.e. the Shareholding Pattern filed by the Target Company for the quarter ended on June 30, 2019. Subsequently, the Target Company till the Date of Sale of Shares has allotted 11,000 Equity Shares to certain employees upon exercise of Employee Stock Options and accordingly the total issued and paid-up capital of the Target Company is Rs. 30,66,97,380/- comprising of 153,348,690 Equity Shares of face value Rs. 2/- each.

•• Total Share capital/ voting capital as on the Date of Sole of Shares comprises of the total issued and paid-up Equity Share capital of the Target Company of Rs.30,66,97,380 and Equity Share capital of Rs.16,99,436/- (representing 8,49,718 Employee Stock Options which have been granted but either not yet vested or vested but not yet exercised as on the Date of Sale of Shares)

[Refer Annexure I ]

Signatures of the Sellers:

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Amla Ashokkumar Ruia

For Ashok Ruia Family Trust

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�"�-
Atul Ruia
Trustee
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Gayatri
I
For Atul Ruia Family Trust

dmti. _
Atul Ruia
Trustee
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Place : Mumbai Date : October 1, 2019

Annexure I

Details of Shareholding of Promoter, Promoter Group and other Persons Acting in Concert before and after sale

S r. No. Name of Seler 1 Ami a Ashokkumar Ruia	Holding before sale Nos. of %w.r.t Shares total capital 24,35,415 1.59	Holding before sale Nos. of %w.r.t Shares total capital 24,35,415 1.59	Holding before sale Nos. of %w.r.t Shares total capital 24,35,415 1.59	Details of sale Nos. of %w.r.t Shares total capital 24,35,415 1.59	Holding af ter sole Nos.of %w.r.t Shares total capital NIL NIL	Holding af ter sole Nos.of %w.r.t Shares total capital NIL NIL
2 Gayatri Atul Ruia	15,34,890		1.00	15,34,890 1.00	NIL	NIL
3 Ashok Ruia Family Trust	7,65,545		0.50	7,65,545 0.50	NIL	NIL
4 Atul Ruia Family Trust	7,65,545		0.50	7,65,545 0.50	NIL	NIL
5 Atul Ashokkumar Ruia	39,57,737		2.58	NIL NIL	39,57,737	2.58
6 Sharanya A. Ruia Beneficiary Trust	2,78,935		0.18	NIL NIL	2,78,935	0.18
7 Sharmila Dalmia	2,68,853		0.18	NIL NIL	2,68,853	0.18
8 Ruia International Holding Company Private Limited	4,93,47,248		32.18	NIL NIL	4,93,47,248	32.18
9 Senior Advisory Services Private Limited	1,54,90,049		10.10	NIL NIL	1,54,90,049	10.10
10 Radhakrishna Ramnarain Private Limited	1,16,67,800		7.61	NIL NIL	1,16,67,800	7.61
11 Ashok Apparels Private Limited	96,70,665		6.31	NIL NIL	96,70,665	6.31
12 Ashton Real Estate Development Private Limited	33,200		0.02	NIL NIL	33,200	0.02
TOTAL	9,62,15,882		62.75	SS,01,395 3.59	9,07,14,487	59.16