The Phoenix Mills Ltd. — Proxy Solicitation & Information Statement 2021

Apr 30, 2021

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

April 30, 2021

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot C/1, G-Block Dalal Street, Fort, Bandra-Kurla Complex, Bandra East, Mumbai- 400 001 Mumbai- 400051

Security code: 503100 Symbol: PHOENIXLTD

Dear Sir(s),

Sub: Summary of Proceedings of Hon’ble NCLT Convened Meeting of the Equity shareholders ‘ ’ - of The Phoenix Mills Limited ( Company ) Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find enclosed herewith the summary of proceedings of the Hon’ble National Company Law Tribunal (‘NCLT’ or ‘Tribunal’) convened Meeting of the Equity Shareholders of The Phoenix Mills Limited (‘Company’) held on 30[th] April, 2021 at 11.00 a.m.

The said Meeting was held through Video conferencing (‘VC’)/Other Audio Visual Means (“OAVM”) in terms of the relevant circulars issued by the Ministry of Corporate Affairs ('MCA') and Securities and Exchange Board of India ('SEBI') and the directions issued by the Hon'ble NCLT, Mumbai Bench vide its Order dated March 17, 2021.

The summary proceedings of the meeting is also being uploaded on the Company’s website at www.thephoenixmills.com.

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

Yours faithfully,

For The Phoenix Mills Limited

Gajendra Digitally signed by Gajendra Mewara Mewara Date: 2021.04.30 23:17:38 +05'30' Gajendra Mewara Company Secretary

Encl.: a/a

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

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

SUMMARY OF PROCEEDINGS OF THE MEETING OF EQUITY SHAREHOLDERS OF THE PHOENIX MILLS LIMITED CONVENED PURSUANT TO THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH VIDE ITS ORDER DATED 17[TH] MARCH, 2021

The National Company Law Tribunal - Mumbai Bench (‘NCLT’/’Tribunal’) convened Meeting of the Equity Shareholders of The Phoenix Mills Limited (‘Company’) was held on Friday, April 30, 2021 at 11.00 a.m. through Video conferencing (‘VC’)/Other Audio Visual Means (“OAVM”). The proceedings of the Meeting are as follows:

1. The Tribunal Convened Meeting of the Equity shareholders of The Phoenix Mills Limited (‘Company’) was held today, i.e. Friday, April 30, 2021, through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility. The Meeting commenced at 11:00 a.m. (IST).

2. The Tribunal Convened Meeting was held through Video conferencing (‘VC’)/Other Audio Visual Means (“OAVM”).

3. Dr. Haresh B. Shah, Chartered Accountant, who was appointed as the Chairperson for the aforesaid Meeting by the Tribunal, presided over the Meeting and welcomed the Equity Shareholders present at the Meeting.

4. He informed that the meeting was being held through video conferencing/other audio visual means in accordance and compliance with the directions issued by the Hon’ble NCLT, Mumbai Bench and various circulars issued by the Ministry of Corporate Affairs and SEBI.

5. He informed that this meeting of the Equity Shareholders of the Company was being held to consider and approve the scheme of amalgamation of Phoenix Hospitality Company Private Limited (“PHCPL”) with The Phoenix Mills Limited and their respective shareholders, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

6. The Chairperson also informed that the representative of M/s. DTS and Associates, Statutory Auditors of the Company and representative of M/s. Rathi and Associates, Secretarial Auditors of the Company were also participating in the Meeting through video conferencing.

7. As per the attendance record, 58 Equity Shareholders, including Authorised Representatives of corporate Equity Shareholders, were present through VC at the Meeting and after ascertaining from the Company Secretary that the requisite quorum was present, the Chairperson called the Meeting to order.

8. The Notice of the Meeting, Explanatory statement under Section 230(3) of Companies Act, 2013 and the Scheme along with other accompanying documents, were dispatched to all Equity Shareholders in compliance with the directions of the Tribunal and the Circulars issued by the Ministry of Corporate Affairs and SEBI. With the permission of Shareholders, the Notice of Meeting was taken as read.

9. The Equity Shareholders were informed that in compliance with the Companies Act, 2013, SEBI

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

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

Listing Regulations and SEBI Circular dated March 10, 2017 as amended from time to time, the Company had provided the facility of remote e-voting to its Equity Shareholders to enable them to cast their votes electronically. The remote e-voting period commenced on Wednesday, March 31, 2021 at 9:00 a.m. IST and ended on Thursday, April 29, 2021 at 5:00 p.m. IST. The Chairperson further informed that the Company had also provided facility of e-voting during the meeting through electronic means for those Equity Shareholders who had not cast their votes during the remote e-voting period.

1. The Chairperson informed that Mr. Himanshu S. Kamdar (Membership No. FCS 5171) Partner of M/s. Rathi & Associates, Practicing Company Secretaries, was appointed as Scrutinizer to scrutinize the voting process through remote e-voting and e-voting during the Meeting in a fair and transparent manner .

2. On request by Chairperson, Mr. Shishir Shrivastava, Managing Director of the Company briefed the Equity Shareholders about the background and rationale of the Scheme of Amalgamation.

3. Thereafter, the Chairperson offered an opportunity to the Equity Shareholders who had registered themselves as speakers to express their views or ask questions / queries on resolution proposed as set out in the Notice of the Meeting. On request by Chairperson, Mr. Shishir Shrivastava, Managing Director of the Company, addressed and responded to the clarifications sought by the speakers.

4. The following items of business as set out in the Notice of the Meeting dated March 30, 2021 were then transacted and commended to the Equity Shareholders for their approval:

To consider and if thought fit, approve with or without modification, the proposed arrangement embodied in the Scheme of Amalgamation (Merger by Absorption) of Phoenix Hospitality Company Private Limited with The Phoenix Mills Limited and their respective shareholders, pursuant to Sections 230 to 232 and read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

1. The aforesaid item as set out above was transacted through remote e-voting and e-voting during the meeting.

2. The Chairperson informed that the combined results of voting (remote e-voting and e-voting during the meeting) along with the Scrutinizers’ Combined Report shall be declared within 48 hours of the Meeting and would be communicated to the Stock Exchanges where equity shares of the Company are listed. He further informed that the combined results shall also be uploaded on the website of the Company at www.thephoenixmills.com and Central Depository Services India Limited (CDSL) at www.evotingindia.com simultaneously.

3. Thereafter, the Chairperson thanked the Equity Shareholders and Directors present for participating in the meeting. The meeting concluded at 11:30 a.m. IST.

The above is for your information, records and reference. Please note that this document does not constitute minutes of the proceedings of the Tribunal Convened Meeting.

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