Markets

Strategic developments during the year:

PML, Island Star Mall Developers Private Limited
(“ISMDPL”), a subsidiary of the Company, and Canada
Pension Plan Investment Board (“CPP Investments”)
entered into a Framework Agreement dated 24 July 2025
(“Framework Agreement”) for facilitating the exit of CPP
Investments from its 49% equity stake in ISMDPL, subject to
receipt of necessary regulatory and corporate approvals,
and in accordance with all applicable laws and regulations.

During the year, pursuant to the Framework Agreement,
the Company has obtained approval from Competition
Commission of India (‘CCI’) and from Shareholders of
the Company. The Company also completed the payment
of Tranche I to CPP Investments in November 2025.
Post completion of Tranche I payment, the Company’s
shareholding in ISMDPL has increased from 51% to 58.33%.
Tranche II is proposed to be completed during FY2026-27,
subject to applicable approvals, including completion of the
ongoing capital reduction application before the National
Company Law Tribunal (“NCLT”).

Operational retail mall portfolio:

Retailer sales (consumption) across the portfolio reached
H16,587 crore in FY26, a 21% year-on-year increase,
delivered entirely from the existing portfolio, with no new mall
additions and with two flagship assets, Phoenix MarketCity
Bangalore and Phoenix Avenue of Stars, Pune (earlier known
as Phoenix MarketCity Pune), under active repositioning
through the year. Retail rental income grew 10% to H2,157
crore and retail asset EBITDA grew 12% to H2,246 crore.

Growth was broad-based, with both established and newer
assets performing strongly. Phoenix Mall of Asia was the
standout performer, with consumption growing 95% to
~H2,213 crore, making it the second-largest contributor in
the portfolio. Phoenix Mall of the Millennium grew 30%, while
established assets such as Phoenix Palladium, Mumbai and
Phoenix Palassio, Lucknow both grew 16%.

The strategic repositioning of Phoenix MarketCity
Bangalore and Phoenix Avenue of Stars, Pune was
substantially completed during the year, with approximately
30% of area churned at both assets. Despite a temporary
reduction in trading occupancy during execution, trading
densities improved materially, up 23% at Phoenix MarketCity
Bangalore and 17% at Phoenix Avenue of Stars, Pune for the
year. The repositioned areas are expected to deliver strong
rental uplifts once the repositioning is completed. Both
assets are now leased at 96-99%, and trading occupancy is
expected to reach ~90% in Q1 FY27 as new stores open.

Leasing momentum remained strong, with ~920 deals
completed covering ~3.2 million sq. ft. and over 400 new
store openings. Incoming tenants included renowned
brands like Rolex, Ikea, Uniqlo, Bershka, Lego and Golden
Goose, to name a few, reflecting the portfolio’s continued
appeal to leading global and domestic brands.

Operational commercial offices portfolio:

The office portfolio has grown from ~2 million sq. ft. as of
March 2024 to ~4.8 million sq. ft. as of March 2026, with
three major completions during 2025: Phoenix Asia Towers
(Bengaluru), Millennium Towers (Pune), and One National
Park (Chennai).

Gross office leasing during the year stood at ~2.2 million sq.
ft., with portfolio occupancy reaching 70% as of March 2026.
Within this, operational assets saw occupancy increase
to 83%, while offices completed in 2025 ramped up to 62%
occupancy; a trajectory that compares favourably with
market benchmarks for newly delivered Grade-A space.

For the full year, operational offices in Kurla (Mumbai) and
Vimannagar (Pune) generated income of H213 crore, up 6%,
with EBITDA of H141 crore, up 7%. Gross rentals across
operational assets stood at H116 psfpm, while newer assets
were at H96 psfpm, with portfolio-level rentals at H113 psfpm
as of March 2026.

Operational residential portfolio:

During the year, our residential projects Kessaku and One
Bangalore West (Towers 1 to 7) in Bengaluru achieved gross
sales of H471 crore and collections of H467 crore, doubling
from the prior year, reflecting healthy demand and buyer
confidence. The average selling price rose 10% to H28,600
per sq. ft. in FY26 vs FY25, a 79% increase from H16,000
per sq. ft. in March 2020: reflecting sustained capital
appreciation in the luxury residential segment. The portfolio
currently holds approximately 170,000 sq. ft. of constructed,
ready-to-sell inventory.

Operational hotels portfolio:

The hospitality portfolio delivered a resilient performance
in FY2026, with income growing 8% to H596 crore and
EBITDA rising 14% to H276 crore, at a healthy portfolio
margin of 46%. This outcome reflects the underlying quality
of our assets and the continued strength of business
and leisure travel demand, even against a more cautious
macroeconomic backdrop.

The St. Regis, Mumbai maintained its strong position. Annual
income grew 9% to H540 crore, supported by an 8% increase
in Average Room Rate to H21,626 and a 7% improvement in
RevPAR to H18,491, with occupancy holding steady at 86%.
EBITDA grew 17% to H262 crore, with margins improving 3
percentage points to 49%, reflecting the hotel’s continued
pricing power and operational discipline.

Courtyard by Marriott, Agra recorded revenue of H56 crore,
a marginal 2% decline year-on-year, with EBITDA of H14
crore at a 25% margin. Performance was impacted by softer
F&B and banquet demand during the year. Occupancy at this
hotel stood at 76%, up by 1 pps compared prior year, and
this hotel continues to benefit from its positioning near key
leisure destinations.

Outlook:

The Group enters FY2027 with strong visibility on EBITDA
growth across each segment. In retail, the repositioning of
the Phoenix MarketCity portfolio, substantially completed
in FY26, is expected to translate into stronger operating
performance. With ~50% of the portfolio’s retail GLA due
for renewal over the next three years, the conditions for a
sustained rental uplift cycle are firmly in place. The office
portfolio is entering its revenue ramp phase, with meaningful
income contribution expected in FY27. Beyond the existing
portfolio, the Group has a clearly defined development
pipeline spanning through 2030, across retail, offices, and
hospitality, that will add significant scale across new cities
and existing campuses. With operating free cash flows of
H2,140 crore in FY2026 and net debt to EBITDA of 1.19x, the
balance sheet is well-positioned to fund this pipeline without
compromising financial discipline.

Refer to the Management Discussion and Analysis Section
in this Integrated Annual Report for further information.

Capital Structure

During the year under review, there is no change in the
Authorised Share Capital of your Company.

Further, during the year under review, your Company
has allotted 1,11,285 Equity Shares having face value
of H2/- each to its eligible employees upon exercise of
the vested options granted to the said employees under
The Phoenix Mills Limited - Employee Stock Option Plan
2018. Accordingly, the paid-up Equity Share Capital of the
Company as at March 31, 2026 stood at H71,52,69,262/-
comprising of 35,76,34,631 Equity Shares having face
value of H2/- each.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended ('SEBI Listing
Regulations'), the Company has formulated a Dividend
Distribution Policy which details the principles to ascertain
amounts that can be distributed to equity shareholders as
dividend by the Company as well as enable the Company to
strike balance between pay-out and retained earnings, in
order to address future needs of the Company.

The Dividend Distribution Policy of the Company can be
accessed on the website of the Company at the weblink:
https://www.thephoenixmills.com/investors

Dividend

As per the Dividend Distribution Policy, dividend payout
would have to be determined based on available financial
resources, investment requirements and taking into account
optimal shareholder return. Considering the performance
of the Company for the FY 2025-26, the Board of Directors
recommended a final dividend of H2.50/- per equity share i.e.
125% of the face value of H2/- each for the financial year ended
March 31, 2026, subject to approval of the Shareholders at
the ensuing Annual General Meeting ('AGM') and deduction of

tax at source to those Shareholders whose names appear in
the Register of Members as on the Record date.

The Company has not paid any Interim Dividend during the
financial year under review.

Transfer to Reserves

The Board of Directors has not recommended to transfer
any amount to General Reserve.

Investor Relations (‘IR’)

Your Company recognizes the importance of building and
maintaining strong relationships with shareholders and
the investment community at large. The Company maintains
regular and transparent engagement with shareholders,
analysts and the broader investment community through
structured quarterly earnings calls, investor and analyst
meetings, domestic and international investor conferences,
non-deal roadshows and other interactions.

Investor communication materials including quarterly
operational updates and investor presentations, financial
results, databook, corporate presentations, press releases
and transcripts/audio recordings of earnings calls etc. are
filed with the Stock Exchanges in a timely manner and are
also made available on the Company’s website. The Company
also uses Stock Exchange disclosures to communicate
material developments and ensure timely dissemination of
information to all stakeholders.

During FY2026, the Company participated in Twenty two (22)
domestic investor conferences and one (1) international
investor conference in Singapore and proactively
increased institutional engagement. As on March 31,
2026, the Company was covered by analysts from 19
reputed domestic and international broking houses. The
Company continues to actively engage with the analyst and
investor community to provide updates on business and
strategic developments.

Deposits

Your Company has not accepted any amount falling within
the purview of provisions of Section 73 of the Companies
Act, 2013 ('Act') read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34 of
SEBI Listing Regulations is presented in a separate section
forming part of the Annual Report.

Subsidiaries, Associates and Joint Venture Companies

As at March 31, 2026, the Company had 43 subsidiaries
and 5 associate.

During the year, the Board reviewed the affairs and
performance of the subsidiaries and associates on a
quarterly basis. There was no material change in the nature
of business of any subsidiary during the year.

The following key developments took place in relation to the
Company's subsidiaries and associates:

During the year under review, the Ministry of Corporate
Affairs approved the voluntary strike-off of the following
non-material wholly owned subsidiaries:

• Enhance Holdings Private Limited;

• Sangam Infrabuild Corporation Private Limited; and

• Bartraya Mall Development Company Private Limited.

Consequently, the aforesaid entities ceased to be wholly
owned subsidiaries of the Company.

Post the closure of financial year ended March 31, 2026,
SGH Realty Private Limited (“SGH”) acquired 100% stake
in TRUEVALUE Infrabuild Private Limited (“TVIB”) and
consequently TVIB became Wholly owned subsidiary of SGH.

Pursuant to Section 129(3) of the Companies Act, 2013,
the details required in Form AOC-1, forms part of the
Financial Statements.

Material Subsidiaries

The Board has adopted a Policy for determining Material
Subsidiaries in accordance with the requirements of
Regulation 16(1)(c) of the SEBI Listing Regulations. The
Policy, as approved by the Board, is uploaded on the
Company’s website and can be accessed at the weblink:
https://www.thephoenixmills.com/investors in terms of
the criteria laid down in the Policy

As per the definition of material subsidiary provided in
Regulation 16(1)(c) of the SEBI Listing Regulations, three
subsidiaries have been identified as 'Material' for Financial
year 2025-26, as per the criteria based on the Company's
Consolidated Financial Statements for the Financial Year
ended March 31, 2025. The Material Subsidiaries of the
Company as identified are:

(1) Island Star Mall Developers Private Limited

(2) Sparkle One Mall Developers Private Limited

(3) Pallazzio Hotels & Leisure Limited

Associates

As on March 31, 2026, the Company had 5 associates. In
accordance with the applicable Accounting Standards,
Stratix Hospitality Private Limited and Columbus Investment
Advisory LLP are classified as associates for the purpose of
consolidation of Financial Statements, since they are direct
associates to the subsidiaries of your Company viz. Bellona
Hospitality Services Limited and Market City Resources
Private Limited, respectively.

With effect from April 12, 2025, Columbus Investment Advisory
Private Limited has been converted into Limited Liability
Partnership namely “Columbus Investment Advisory LLP”.

A report on the performance and financial position of each of
the subsidiary and associates are included in the Company's
Consolidated Financial Statements and their contribution to
the overall performance of the Company is provided in Form
AOC-1 and forms part of this Annual Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for
FY 2025-26 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation
33 of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015.
The Audited Consolidated Financial Statements together
with the Auditor's Report thereon forms part of this
Annual Report.

Further, pursuant to the provisions of Section 136 of the
Act, the standalone financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements in
respect of subsidiaries, are available on the website of the
Company and can be accessed at the weblink: https://www.
thephoenixmills.com/investors.

Corporate Actions and Restructuring

The particulars of key corporate actions and restructuring
undertaken by the Company's subsidiaries and associates
during the year under review, are set out below:

• On July 24, 2025, the Company had announced that its
Board of Directors had approved the transaction for
the buy-out of the 49% shareholding of Canada Pension
Plan Investment Board (“CPP Investments”) in Island
Star Mall Developers Private Limited (“ISMDPL”), a
material subsidiary company of the Company, subject
to approval of the Company’s shareholders and
obtaining Competition Committee of India (‘CCI’) and
other requisite regulatory approvals. Post completion,
the Company’s ownership in ISMDPL will increase
from 51% to 100%.

During the year under review, pursuant to receipt
of requisite approvals first tranche payment, was
made to CPP Investments by way of consideration for
buyback of 2,03,40,909 Equity Shares of ISMDPL for
a consideration amounting to H 895 Crores, payment
of dividend by ISMDPL to CPP Investments amounting
to H 85.88 Crores and secondary acquisition by the
Company of 62,66,737 equity shares of ISMDPL, from
CPP Investments for a consideration amounting to
H 275.74 Crores.

Post completion of Tranche I payment, the Company's
shareholding in ISMDPL has increased from 51% to
58.33%. Tranche II is proposed to be completed during
FY 2026-27, subject to receipt of applicable approvals,

including approval from National Company Law Tribunal
(“NCLT”) for the ongoing capital reduction process.

• Classic Mall Development Company Limited (“Classic
Mall”), a wholly owned subsidiary of the Company,
entered into a Security Subscription and Shareholders'
Agreement with Torrent Green Energy Private Limited
and Torrent Urja 22 Private Limited (“Torrent”) for
subscribing to 70,19,386 Class A Equity Shares of H10
each in Torrent for purchase of renewable energy
(electricity) generated from the captive generating plant.
Subsequently, pursuant to the allotment of aforesaid
shares by Torrent, Classic Mall acquired 34.23% equity
stake in Torrent.

• Pallazzio Hotels & Leisure Limited (“Pallazzio”), a
subsidiary of the Company, entered into a Security
Subscription and Shareholders' Agreement with JSW
Neo Energy Limited and O2 Renewable Energy XXX
Private Limited (“O2 Renewable XXX”), for subscription
of 4,73,000 equity shares of H10 each and 42,570 Series
B Compulsorily Convertible Debentures of H1,000
each to Pallazzio for purchase of renewable energy
(electricity) generated from the captive generating
plant. Subsequently, pursuant to the allotment of
aforesaid securities by O2 Renewable XXX, Pallazzio
acquired 45.00% stake in O2 Renewable XXX.

• Alyssum Developers Private Limited (“Alyssum”), an
indirect subsidiary of the Company, entered into a
Security Subscription and Shareholders' Agreement
with O2 Renewable Energy XXIX Private Limited (“O2
Renewable XXIX”) and O2 Energy SG PTE Limited, for
subscription of 3,82,760 equity shares of H10 each and
34,450 compulsorily convertible debentures of H1,000
each to Alyssum for purchase of renewable energy
(electricity) generated from the captive generating
plant. Subsequently, pursuant to the allotment of
aforesaid securities by O2 Renewable XXIX, Alyssum
acquired 45.00% stake in O2 Renewable XXIX.

• The Company along with Offbeat Developers Private
Limited (“Offbeat”) subsidiary of the Company, entered
into a Security Subscription and Shareholders'
Agreement with JSW Neo Energy Limited and O2
Renewable Energy XXVIII Private Limited (‘O2
Renewable XXVIII’) for subscription of 2,81,978
Equity Shares of H 10/- each and 25,378 Series B
Compulsory Convertible Debentures of H 1000/- each
by the Company, and 3,11,005 Equity Shares of H 10/-
each and 27,990 Series B Compulsory Convertible
Debentures of H 1000/- each by Offbeat for purchase
of renewable energy (electricity) generated from the
captive generating plant.

• Post the closure of financial year ended March 31, 2026,
Mirabel Entertainment Private Limited (“Mirabel”) an
Associate Company of the Company, made an allotment
4,35,000 Equity Shares of Face Value of H 10/- each,

through Right Issue. The Company did not participate
in the said Right Issue. Consequently, the shareholding
of the Company in Mirabel diluted from 50.00% to
35.49% and Mirabel continues to be an Associate
Company of the Company.

• Astrea Real Estate Developers Private Limited (“Astrea”),
subsidiary of the Company, being Transferee Company
and Dhanalakshmi Engineering Private Limited (“DEPL”),
Pulankinar Investment and Finance Private Limited
(“PIFPL”), Coimbatore Sameera Investments Private
Limited (“CSIPL”), 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 and other applicable provisions of the Companies
Act, 2013 read with relevant Rules framed thereunder.
The approval of NCLT is awaited.

• As on March 31, 2025, the Company held 54.47%
shareholding of Plutocrat Commercial Real Estate
Private Limited (“Plutocrat”), subsidiary of the
Company and CPP Investment Board Private Holdings

(4) Inc. (“CPP Investment”) 45.53% shareholding of
Plutocrat. Pursuant to allotment of 1,215 equity
shares to CPP Investment the Company and CPP
Investment holds 51.00% and 49.00% shareholding of
Plutocrat respectively. Plutocrat continues to remain
the subsidiary of your Company.

Internal Financial Controls

The Company has in place adequate internal financial
controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its
operations. Such controls have been assessed during the
year. Based on the results of such assessments carried
out by the Management, no reportable material weakness
or significant deficiencies in the design or operation of
internal financial controls were observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014, and based on the representations received
and after due enquiry, your Directors confirm that they
have laid down internal financial controls with reference to
the Financial Statements and these controls are adequate.
The Company has also adopted policies and procedures for
ensuring the orderly and efficient conduct of its business,

the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial information.

Particulars of Contracts or Arrangements with Related
Parties

The Company has formulated a policy on materiality of
related party transactions and manner of dealing with
related party transactions in accordance with SEBI Listing
Regulations. The Policy, as approved by the Board, is
uploaded on the Company’s website and can be accessed at
the weblink: https://www.thephoenixmills.com/investors.

All related party transactions entered into during FY2025-
26 were on arm's length basis and in the ordinary
course of business.

The Audit Committee had approved all related party
transactions for FY 2025-26 and provided omnibus approval
with respect to estimated transactions for FY 2026-27
which are repetitive in nature.

Further, prior approval of the Audit Committee, was obtained
for related party transactions which were proposed to be
entered into by the subsidiaries of the Company to which
the Company is not a party, for FY 2025-26, exceeding the
threshold specified under SEBI Listing Regulations, as
per the last audited financial statements of the respective
subsidiary and also omnibus approval has been obtained
with respect to estimated transactions relating to
subsidiaries for FY 2026-27 which are repetitive in nature.
A statement on Related Party Transactions specifying the
details of the transactions entered pursuant to the omnibus
approval granted is reviewed by the Audit Committee on a
quarterly basis

On announcement of half-yearly financial results, details of
all related party transactions entered into by the Company
and its subsidiaries are disclosed and filed with the stock
exchanges where Equity Shares of the Company are listed,
within prescribed timelines and also uploaded on the
website of the Company at: https://www.thephoenixmills.
com/investors.

During the year under review, the requisite approval for
material related party transactions in terms of provisions of
Regulation 23 of the SEBI Listing Regulations, was obtained
by the Company.

Further, the Company has not entered into material related
party transactions as per the provisions of the Companies
Act, 2013. Therefore, the disclosure of the related party
transactions as required under Section 134(3)(h) of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 in Form AOC-2 is not applicable to the Company
for FY 2025-26 and hence does not form part of this Report.

Details of transactions, contracts and arrangements
entered into with related parties by the Company, during
FY 2025-26, is given under Note No. 43 of the Notes to
Accounts annexed to Standalone Financial Statements,
which forms part of this Annual Report

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report ('BRSR') including BRSR Core and Assurance Report
('AR') is presented in a separate section forming a part of
this Annual Report describing the initiatives undertaken
by the Company from an environmental, social and
governance perspective.

Sustainability Committee

The Board of Directors of your Company have constituted a
‘Sustainability Committee’ with the distinct responsibility to
develop and review ESG strategies and oversee progress
and implementation of the same. As on the date of this
Report, the Committee comprises of Mr. Sumanta Datta as
the Chairman of the Committee, Mr. Shishir Shrivastava and
Mr. Rajesh Kulkarni as members of the Committee.

The role of the Committee includes providing direction to the
management on formulation of Environmental, Social, and
Governance (‘ESG’) strategy, monitoring and overseeing the
Company’s progress, implementation and performance on
its long-term ESG strategies, commitments and targets.

The Sustainability Committee at its meeting held on July 28,
2026, reviewed the BRSR for the FY 2025-26.

Credit Rating

Your Company enjoys a strong credit rating which denotes a
high degree of safety regarding timely servicing of financial
obligations. During the year under review, the Company
took rating for its borrowings:

1. CRISIL Limited (‘CRISIL') affirmed the long-term rating
of “CRISIL AA/ Stable” for H 400 Crores and;

2. India Ratings and Research Private Limited (‘India
Ratings') affirmed the long-term rating of “IND AA/
Positive” for H 750 Crores

The Company also enjoys the highest credit rating of “IND
A1 ” for Commercial Paper issuance of H 100 Crores.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, DTS & Associates LLP, Chartered Accountants (Firm
Registration No. 142412W), holding valid certificate issued
by the Peer Review Board of ICAI, were re-appointed as
Statutory Auditors of the Company at the 117^th Annual General

Meeting ('AGM') held on September 20, 2022 to hold office till
the conclusion of the 122^nd AGM to be held in the year 2027.

The Audit Committee reviews the independence and
objectivity of the Auditors and the effectiveness of
the Audit process.

The authorized representatives of the Statutory Auditors
were present at the 120^th AGM of the Company held on
September 29, 2025.

Report of Statutory Auditor

The report of the Statutory Auditor on the Financial
Statements of the Company for financial year 2025-26
is unmodified i.e. it does not contain any qualification(s),
reservation(s) or adverse remark(s) and forms part of
this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of SEBI Listing Regulations,
Rathi & Associates, Practicing Company Secretaries,
a Peer Reviewed Firm (Firm Registration Number
P1988MH011900), were appointed as Secretarial Auditors
of the Company for a term of five (5) consecutive years,
commencing from financial year 2025-26 to financial year
2029-30, to undertake the secretarial audit of the Company.

The Secretarial Auditor has conducted an audit as per
the applicable provisions of the Companies Act, 2013 and
Regulation 24A of the SEBI Listing Regulations.

The Secretarial Audit Report given by Rathi & Associates,
Company Secretaries, Secretarial Auditor of the Company
in Form No. MR-3 as per the provisions of Section 204 of the
Companies Act, 2013 read with Rules framed thereunder
for the financial year ended March 31, 2026 has been
annexed to this Board Report as Annexure I and forms part
of the Annual Report.

The report of Secretarial Auditor do not contain any
qualification(s), reservation(s) or adverse remark(s) or
disclaimer(s) or modified opinion(s).

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the FY 2025¬
26, in compliance with the applicable provisions of the SEBI
Listing Regulations and the relevant Circulars is annexed
to this Board’s Report as Annexure II and forms part of
the Annual Report.

The Annual Secretarial Compliance Report do not contain
any qualification(s), reservation(s) or adverse remark(s) or
disclaimer(s) or modified opinion(s).

Secretarial Audit of Material Unlisted Indian
Subsidiaries

In terms of Regulation 24A of the SEBI Listing Regulations,
Secretarial Audit Reports (in Form No. MR-3) of the

material subsidiaries of the Company, have been annexed
to this Board Report as Annexure III and forms part of the
Annual Report.

The Secretarial Audit Report of Material Unlisted Indian
Subsidiaries do not contain any qualification(s), reservation(s)
or adverse remark(s) or disclaimer(s) or modified opinion(s).

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014, the
Board of Directors has re-appointed N. A. Shah Associates
LLP, Chartered Accountants as Internal Auditors of the
Company for F. Y. 2025-26.

The Internal Auditors have been periodically reporting to
the Audit Committee with regards to their audit process and
key audit findings during the year.

The Audit Committee and the Board of Directors at their
respective meetings held on April 27, 2026, have approved
the re-appointment of N. A. Shah Associates LLP as the
Internal Auditor of the Company, for a period of 1 (One)
financial year i.e., for the Financial Year 2026-27 to
conduct an internal audit of the functions and activities
of the Company.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 is not applicable for the business
activities carried out by the Company.

Fraud Reporting

During the year under review, none of the auditors of the
Company have reported any instances of frauds committed
in the Company by its Officers or Employees as specified
under Section 143(12) of the Companies Act, 2013.

Particulars of Loans, Guarantees, Investments and
Securities

As the Company falls under the definition of infrastructural
facilities as specified under Schedule VI read with Section
186 of the Companies Act, 2013, particulars of loans given,
investments made or guarantees or securities provided
and the purpose for which the loans or guarantees or
securities is proposed to be utilised by the recipient of loans
or guarantees or securities as required to be disclosed in
the financial statements for the year ended March 31, 2026
in terms of Section 186(4) of the Companies Act, 2013, are
not applicable to the Company.

The particulars of loans/advances, etc., required to be
disclosed in the Annual Accounts of the Company pursuant
to Para A of Schedule V of the SEBI Listing Regulations are
furnished in Note. 49 of the Notes to Accounts annexed to
Standalone Financial Statement.

BOARD, COMMITTEES OF THE BOARD & KEY
MANAGERIAL PERSONNEL

Board

The members of the Company’s Board of Directors are
eminent persons of proven competence and integrity.
Besides experience, strong financial acumen and leadership
qualities, they have a significant degree of commitment
towards the Company and devote adequate time to the
meetings and preparation. In terms of the requirements of
SEBI Listing Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the context
of the Company’s businesses for effective functioning, which
are detailed in the Corporate Governance Report.

As on the date of this Report, the Board of Directors comprises
of Eight (8) Directors, out of which Four (4) are Independent
Directors. The composition of the Board complies with the
requirements prescribed in the Companies Act, 2013 and
SEBI Listing Regulations

Particulars of Changes to the Board

During the financial year 2025-26, the following changes
took place in the composition and designation of Directors
and Key Managerial Personnel of the Company:

Change in Designation

Mr. Shishir Shrivastava (DIN: 01266095) was re-designated
from Managing Director and Key Managerial Personnel to
Non-Executive, Non-Independent Director and Vice Chairman
of the Company, for a period of two years, with effect from
October 1, 2025, up to September 30, 2027 (both days
inclusive) pursuant to receipt of approval of the Board and
shareholders of the Company.

Consequent to the aforesaid re-designation, Mr. Rajesh
Kulkarni (DIN: 03134336),Whole-time Director, and Ms. Rashmi
Sen (DIN: 05206417), Whole-time Director, were designated
as Key Managerial Personnel of the Company with effect from
October 1, 2025.

Appointment/Re-appointment

The Board at its meeting held on July 24, 2025 and the
Shareholders at its Annual General Meeting held September
29, 2025, have approved the re-appointment of Mr. Rajesh
Kulkarni (DIN: 03134336), as a Whole-time Director of the
Company along with the terms and conditions including
remuneration, liable to retire by rotation for a further period
of five years effective from May 27, 2026 to May 26, 2031.

Cessation

No Director ceased to hold office during the
financial year 2025-26.

Directors Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013,
Mr. Rajesh Kulkarni, Whole Time Director, who retires by
rotation and being eligible, offers himself for re-appointment
at the ensuing AGM.

Brief particulars and expertise of director seeking re¬
appointment pursuant to retirement by rotation together

with his other directorships and committee memberships are
given in the annexure to the Notice of the AGM in accordance
with the requirements of the SEBI Listing Regulations and the
Secretarial Standards on General Meeting.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI Listing Regulations, the
Independent Directors have provided a declaration to the
Board of Directors that they meet the criteria of Independence
as prescribed in the Companies Act, 2013 and the SEBI Listing
Regulations, and are not aware of any situation which exists
or may be reasonably anticipated that could impair or impact
their ability to discharge duties as an Independent Director
with an objective independent judgement and without any
external influence. Further, veracity of the above declarations
has been assessed by the Board, in accordance with
Regulation 25(9) of the SEBI Listing Regulations.

The Board is of the opinion that the Independent Directors
of the Company hold the highest standards of integrity and
possess requisite expertise and experience required to fulfill
their duties as Independent Directors.

The Independent Directors of the Company have complied
with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013.

Further, in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended by
the Ministry of Corporate Affairs (“MCA”), Independent
Directors of the Company have confirmed that they have
registered themselves with the databank maintained by The
Indian Institute of Corporate Affairs (‘IICA’).

Based on the confirmation / disclosures received from
the Directors, the following Non-Executive Directors are
Independent as on March 31, 2026:

1. Mr. Anand Khatau

2. Mr. Sumeet Anand

3. Dr. Mrs. Archana Hingorani

4. Mr. Sumanta Datta

All the Independent Directors are in compliance with the
requirements relating to online proficiency self-assessment
test as required under the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

The terms and conditions of appointment of Independent
Directors are disclosed on the website of the Company at
https://www.thephoenixmills.com/investors

Number of Meetings of the Board of Directors

During FY 2025-26, the Board of Directors of the Company
met 5 (five) times, for which due notices and notes to
agenda were provided to the Directors in accordance with
the applicable provisions of the Companies Act, 2013 and
Secretarial Standard on Meetings of the Board. The agenda
for the Board and Committee meetings includes detailed

notes on the items to be discussed to enable the Directors
to take an informed decision. Further, the meetings have
complied with the requirements of quorum as prescribed in
the Companies Act, 2013 and the SEBI Listing Regulations,
and the intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and
the SEBI Listing Regulations.

Annual General Meeting ('AGM')

The 120^th AGM of the Company was held on September 29,
2025, through video conferencing / other audio-visual means.

The details of the Board meetings and AGM are mentioned
in the Corporate Governance Report which forms a
part of this Report

Separate Meeting of Independent Directors

As stipulated in the Code of Conduct for Independent
Directors, a separate Meeting of the Independent Directors
of the Company was held on April 30, 2025, to review the
performance of Non-Independent Directors (including
the Chairman) and the Board as a whole. The Independent
Directors also assessed the quality, quantity and timeliness
of flow of information between the Company’s Management
and the Board, which is necessary to effectively and
reasonably perform and discharge their duties

Committees of the Board

During the financial year 2025-26, the Board of Directors
have constituted the following Committees of the Board
in accordance with the requirements of the Companies
Act, 2013, SEBI Listing Regulations and the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (‘SEBI
ESOP Regulations’):

1. Audit Committee

2. Nomination and Remuneration Committee ("NRC")

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility ("CSR") Committee

5. Sustainability Committee

6. Risk Management Committee

7. Compensation Committee

8. Finance and Investment Committee

The details pertaining to constitution, composition, key
terms of reference, number of meetings held during FY 2025¬
26, etc. are mentioned in the Corporate Governance Report,
which is a part of Annual Report.

Audit Committee

The Company has in place an Audit Committee in terms of
the requirements of the Companies Act, 2013 read with
the Rules made thereunder and Regulation 18 of the SEBI
Listing Regulations. During the financial year 2025-26, due
to Mr. Atul Ruia stepped down from the membership of
Audit Committee, the Audit Committee was re-constituted
by appointing Dr. Mrs. Archana Hingorani as a member
of the Committee.

As on date of this Report, the Audit Committee comprises of
Mr. Anand Khatau as Chairman of the Committee and Dr. Mrs.
Archana Hingorani and Mr. Sumeet Anand as Members
of the Committee.

As of date of this Report, all the members of theAudit Committee
of the Company comprises of Independent Directors.

All the recommendations of the Audit Committee were
accepted by the Board. The composition, scope and terms of
referenceoftheAuditCommitteearedetailedintheCorporate
Governance Report forming part of this Annual Report.

Performance Evaluation of the Board, its Committees,
Directors and Chairman

In terms of provisions of Section 134(3)(p) of the Companies
Act, 2013 and pursuant to Regulation 17(10) of the SEBI
Listing Regulations, the Board, on the recommendation
of Nomination and Remuneration Committee (NRC), has
formulated an Annual Evaluation Policy (‘Evaluation Policy’)
which specifies the criteria for evaluation of Independent
Directors and the Board of Directors.

The Board has carried out an annual evaluation of its
own performance and that of its committees as well as
performance of all the Directors including Independent
Directors and Chairman of the Board pursuant to the
provisions of the Companies Act, 2013 and the SEBI Listing
Regulations. Feedback was sought by way of a structured
questionnaire covering various aspects of the Board’s
functioning such as adequacy of the composition of the
Board and its Committees, Board culture, effectiveness
of Board processes, obligations and governance. The
performance evaluation was carried out based on
responses received from the Directors.

In a separate meeting, the performance evaluation of the
Non- Independent Directors and the Board as a whole was
carried out by the Independent Directors. The performance
evaluation of the Chairman of the Company was also carried
out by the Independent Directors, takinginto account the views
of Executive Directors and other Non-Executive Directors.

The outcome of the performance evaluation of the Board
for the year under review was discussed by the Board at its
meeting held on April 27, 2026. The results of the evaluation
showed a high level of commitment and engagement of
Board, its various Committees and senior leadership. It was
also noted that the Meetings of the Board are well planned
and run effectively by the Chair, its committees are managed
well and continue to perform on their respective focus
areas of Governance and Internal Controls. The evaluation
exercise for the financial year 2025-26 concluded that the
transparency and free-flowing discussions at meetings, the
adequacy of the Board and its Committee compositions and
the frequency of meetings were satisfactory.

All Directors expressed satisfaction with the
evaluation process.

Familiarization Program for Independent Directors

Upon appointment of an Independent Director, the appointee
is given a formal Letter of Appointment, which inter alia
explains the role, function, duties and responsibilities
expected as a Director of the Company. The Director is also
explained in detail the compliance required from him under
the Companies Act, 2013 and the SEBI Listing Regulations.
Further, on an ongoing basis as a part of Agenda of Board
/ Committee Meetings, presentations are regularly made
to the Independent Directors on various matters inter-alia
covering the business strategies, management structure,
management development, quarterly and annual results,
budgets, review of internal audit, risk management
framework, operations of subsidiaries and associates.

The details of the familiarization program for Directors are
available on the Company’s website and can be accessed at
the weblink: https://www.thephoenixmills.com/investors.

Board Diversity

The Company recognizes and embraces the importance of
a diverse Board in its success. The Company believes that
a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, age, ethnicity, race and gender, which will help
the Company to retain its competitive advantage. The Board
has adopted the Board Diversity Policy which sets out the
approach to diversity of the Board of Directors.

EMPLOYEES

Key Managerial Personnel ('KMP')

As on March 31, 2026, the following persons have been
designated as the Key Managerial Personnel of the
Company pursuant to Section 203 of the Companies Act,
2013 read with Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

• Mr. Rajesh Kulkarni - Whole- time Director

• Ms. Rashmi Sen- Whole-time Director

• Mr. Kailash Gupta - Chief Financial Officer

• Mr. Bhavik Gala - Company Secretary

Particulars of changes in the KMPs

Mr. Shishir Shrivastava (DIN: 01266095) was re-designated
from Managing Director and Key Managerial Personnel
to Non-Executive, Non-Independent Director and Vice
Chairman of the Company, for a period of two years, with
effect from October 1, 2025, up to September 30, 2027
(both days inclusive) pursuant to receipt of approvals of
the Board and shareholders of the Company. Consequent
to the aforesaid re-designation, Mr. Rajesh Kulkarni (DIN:
03134336), Whole-time Director, and Ms. Rashmi Sen (DIN:
05206417), Whole-time Director, were designated as Key
Managerial Personnel of the Company with effect from
October 1, 2025.

EMPLOYEE STOCK OPTION SCHEME ('ESOP')

The Board of Directors has constituted an Employee Stock
Option Scheme (“ESOP”) as a way of rewarding its high
performing employees. The Company had formulated
“The Phoenix Mills Limited Employees Stock Option Plan
2018” (‘PML ESOP PLAN 2018’), which was approved by
the shareholders on May 11, 2018. During the year under
review, your Company has not granted any stock options to
eligible employees under PML ESOP PLAN 2018.

There have been no changes to the above Scheme and the
Scheme is in compliance with the Companies Act, 2013 and
the SEBI ESOP Regulations.

Details pertaining to Equity Shares issued under PML
ESOP PLAN 2018 during FY 2025-26 as required under
the SEBI ESOP Regulations are available on the Company’s
website and can be accessed at the weblink: https://www.
thephoenixmills.com/investors.

Particulars of Employees and related disclosures

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in Annexure
IV to this Report.

The details of employee remuneration as required under
provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
available at the Registered Office of the Company during
working hours till the date of AGM and shall be made available
to any Shareholder on request. Such details are also made
available on the Company’s website and can be accessed at
the weblink: https://www.thephoenixmills.com/investors.

Members interested in obtaining copy of the same may send
an email to the Company at investorrelations@phoenixmills.
com

Remuneration Policy and criteria for determining
attributes, qualification, independence and
appointment of Directors

The Nomination and Remuneration Committee ('NRC')
has formulated a policy on Director’s appointment and
remuneration including recommendation of remuneration
of the KMP and other employees ('Nomination and
Remuneration Policy'). The said Policy, inter alia, includes
criteria for determining qualifications, positive attributes
and independence of Directors.

Regarding compensation of Directors, the Policy
provides that the same shall be determined by the NRC
and recommended to the Board for its approval. The
compensation would also be subject to approval of
Shareholders, wherever necessary.

The Nomination and Remuneration Policy has been uploaded
on the website of the Company and can be accessed at
https://www.thephoenixmills.com/investors

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company
for the year ended March 31, 2026, your Directors
hereby confirm that:

a. in the preparation of the annual accounts for the
Financial Year ended March 31, 2026, the applicable
accounting standards were followed along with proper
explanation relating to material departures.

b. In consultation with Statutory Auditor, accounting
policies have been selected and applied consistently,
and made judgments and estimates that are
reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March
31, 2026 and of the profit of the Company for the year
ended on that date;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and irregularities;

d. Annual accounts have been prepared on a
going concern basis;

e. Adequate Internal Financial Controls have been laid
down to be followed by the Company and such Internal
Financial Controls were operating effectively during
the financial year ended March 31, 2026;

f. Proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively throughout the financial year ended
March 31, 2026.

GOVERNANCE

Corporate Governance

Your Company is committed to uphold the highest standards
of Corporate Governance and adheres to the requirements
set out by the Companies Act, 2013 and the SEBI Listing
Regulations. A detailed Report on Corporate Governance,
in terms of Schedule V of the SEBI Listing Regulations, is
presented separately and forms part of the Annual Report.

Further, a Certificate from Rathi & Associates, Company
Secretaries, Mumbai confirming compliance of conditions
of Corporate Governance, as stipulated under Regulation
34(3) read with Para E of Schedule V of the SEBI Listing
Regulations is appended as Annexure V to this Report

Code of Conduct

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
employees in the course of day-to-day business operations
of the Company.

The Company believes in “Zero Tolerance” against bribery,
corruption and unethical dealings/behaviours of any form.

The Code has been posted on the website of the Company
and can be accessed at https://www.thephoenixmills.com/
investors. The Code lays down the standard procedure of
business conduct which is expected to be followed by the
Directors and the employees in their business dealings and in
particular on matters relating to integrity at the work place,
in business practices and in dealing with stakeholders. All
the Board members and the Senior Management Personnel
have confirmed compliance with the Code.

The Company has adopted a separate Anti-Bribery and Anti¬
Corruption (‘ABC’) Policy. The ABC framework also covers
the policies relating to gifts, entertainment and hospitality,
third party intermediary relationship, communication and
training, political contributions, donations, sponsorships,
employee and vendor advances and financial controls.

Vigil Mechanism

As per the provisions of Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations
the Company is required to establish an effective Vigil
Mechanism for directors and employees to report genuine
concerns. The Company has a Whistle-blower Policy to
encourage and facilitate employees to report concerns
about unethical behaviour, actual/ suspected frauds and
violation of Company’s Code of Conduct. The policy also
provides for adequate safeguards against victimisation of
persons who avail the same and provides for direct access
to the Chairman of the Audit Committee.

The Whistle Blower Policy also enables the employees
to report concerns relating to leak or suspected leak
of Unpublished Price Sensitive Information. The Audit
Committee of the Company oversees the implementation of
the Whistle-Blower Policy.

The Whistle Blower Policy is available on the Company’s
website and can be accessed at the weblink: https://www.
thephoenixmills.com/investors

Prevention of Sexual Harassment of Women at
Workplace

Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act')
and Rules made thereunder, the Company has formed an
Internal Committee ('IC') for its workplaces to address
complaints pertaining to sexual harassment in accordance
with the POSH Act. The Company has adopted a policy on
prevention, prohibition and redressal of sexual harassment
at workplace which ensures a free and fair enquiry process
with clear timelines for resolution.

During the year, no complaints in relation to sexual
harassment at workplace have been reported.

Awareness workshops, online module, webinars and
training programs are conducted across the Company to
sensitize employees to uphold the dignity of their colleagues

at workplace especially with respect to prevention of
sexual harassment.

Maternity Benefit

Your Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961.

Risk Management

Your Company has developed and implemented a Risk
Management Policy which is approved by the Board.
The Risk Management Policy, inter alia, includes
identification of risks, including cyber security and
related risks and minimization procedures. The Company
has a robust organizational structure for managing and
reporting on risks.

Further, pursuant to Regulation 21 of the SEBI Listing
Regulations, the Board of Directors has also constituted the
Risk Management Committee of the Board, details of which
are mentioned in the Corporate Governance Report.

The composition of the Committee is in conformity with the
SEBI Listing Regulations, with all members being Directors
of the Company. As on the date of this Report, the Committee
comprises of Mr. Shishir Shrivastava as the Chairman of
the Committee and Mr. Rajesh Kulkarni and Mr. Sumeet
Anand as members of the Committee.

The Risk Management Committee is, inter alia, authorized
to monitor and review the risk assessment, mitigation and
risk management plans for the Company from time to time
and report the existence, adequacy and effectiveness of
the above process to the Audit Committee/Board on a
periodic basis.

In the Board’s view, there are no material risks which may
threaten the existence of the Company.

The details of the composition of the Risk Management
Committee and its terms of reference, is provided in
Corporate Governance Report which forms part of
this Annual Report.

Corporate Social Responsibility ('CSR')

In terms of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors have constituted a
Corporate Social Responsibility (‘CSR’) Committee. As
on the date of this Report, the Committee comprises
of Mr. Atul Ruia as the Chairman of the Committee and
Mr. Shishir Shrivastava and Mr. Sumanta Datta as members
of the Committee.

The role of the Committee includes formulation and
recommending to the Board, a CSR Policy which shall
indicate the activities to be undertaken by the Company
as specified in Schedule VII of the Companies Act, 2013
and any amendments thereto, recommendation on amount

of expenditure to be incurred towards CSR activities as
enumerated in Schedule VII of the Companies Act, 2013 and
referred to in the CSR Policy of the Company, and also to
monitor the CSR Policy from time to time and recommending
Annual Action Plan for CSR Activities.

CSR Policy

The Board of Directors of the Company has also adopted and
approved a CSR Policy based on the recommendation of the
CSR Committee which is being implemented by the Company.

The CSR Policy of the Company along with CSR Annual
Action Plan is available on the Company’s website and can
be accessed at the weblink https://www.thephoenixmills.
com/investors

Annual Report on CSR

The Annual Report on Corporate Social Responsibility
activities for the FY 2025-26 in accordance with Section 135
of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014 giving details of the
composition of the CSR Committee, CSR Policy and projects
undertaken by the Company during financial year 2025-26,
is annexed as Annexure VI of this report.

COMPLIANCE MANAGEMENT

The Company had partnered with Legasis Private Limited
for implementing a comprehensive Legal Compliance
Management Tool, a software solution called 'LEGATRIX'.

The tool provides a centralized platform to track and
address legal and compliance-related issues across
different functions for ensuring the compliance with all
applicable laws that impact the Company’s business. The
tool provides system-driven alerts to the respective owners
for complying with the applicable laws and regulations,
which will help, avoid any penalties or other legal issues that
could arise from non-compliance. Certificates capturing
the compliance status of all laws and regulations applicable
to the Company are generated at the end of each quarter
and submitted to the Board.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings & Outgo

In view of the nature of activities which are being carried
on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules,
2014 regarding Conservation of Energy and Technology
Absorption are not applicable to the Company. However,
your Company consciously makes all efforts to conserve
energy across all its operations.

The details of Foreign Exchange earnings and outgo are as
mentioned below:

Total Foreign Exchange Earnings: Nil

Total Foreign Exchange Outgo: H 4,25,02,731/-

SECRETARIAL

Annual Return

As per the provisions of Section 92(3) and 134(3)(a)of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, a copy of the
annual return is placed on the website of the Company and
is available at https://www.thephoenixmills.com/investors

Compliance with Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-
2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively, have been duly complied
by the Company.

Disclosure of Orders Passed by Regulators or Courts
or Tribunal

During F. Y. 2025-26, no orders have been passed by any
Regulator or Court or Tribunal which could have an impact
on the Company's going concern status and the Company's
operations in future.

Material Changes and Commitments, if any, affecting
Financial Position of the Company

Except as disclosed elsewhere in this Report, no material
changes and commitments which could affect the Company's
financial position have occurred between the end of the
Financial Year of the Company and the date of this Report.

Cautionary Statement

Statements in this Report, particularly those which relate
to Management Discussion & Analysis describing the
Company’s objectives, estimates and expectations may
constitute “forward looking statements” within the meaning
of the applicable laws and regulations. Actual results might
differ materially from those expressed or implied in the
statements depending on the circumstances.

General

Your Directors state that no disclosures or reporting(s) are
required in respect of the following items, as there were
no transactions/events related to these items during the
year under review:

• Change in nature of business of the Company;

• Issue of equity shares with differential rights as to
dividend, voting or otherwise;

• Issue of sweat equity shares to employees of the
Company under any scheme;

• Voting rights not exercised directly by the employees
and for the purchase of which or subscription to which
loan was given by the Company;

• There was no one time settlement of loan obtained
from the Banks or Financial Institutions;

• There was no revision of financial statements
and Board's Report of the Company during the
year under review.

Further, your Directors confirm that no application has
been filed against the Company before any bench of the
National Company Law Tribunal under the Insolvency and
Bankruptcy Code, 2016 during the financial year under
review or as on the date of this report.

Integrated Report

Integrated Reporting has been a great tool for exploring
value creation as the corporate landscape quickly
evolves. To help the Members make informed decisions
and gain a better understanding of the Company’s long¬
term perspective, the Company has voluntarily released
Integrated Report, which includes both financial and non¬
financial information. The Report also discusses topics
including organisational strategy, governance structure,
performance and prospectus of value creation.

The Company is committed on delivering more authentic,
comprehensive and meaningful information about
every facet of the Company’s performance through its
integrated reporting.

Acknowledgement

The Board of Directors place on record their appreciation
of the assistance, guidance and support extended by all the
Regulatory authorities including SEBI, Stock Exchanges,
Ministry of Corporate Affairs, Registrar of Companies,
Reserve Bank of India, the Depositories, Bankers and
Financial Institutions, the Government at the Centre
and States, as well as their respective Departments and
Development Authorities connected with the business of
the Company for their co-operation and continued support.
The Company expresses its gratitude to the Customers for
their trust and confidence in the Company.

In addition, your Directors also place on record their
sincere appreciation of the commitment and hard work
put in by the Registrar & Share Transfer Agents, all the
Retailers, suppliers, subcontractors, consultants, clients
and employees of the Company.

On behalf of the Board of Directors
For The Phoenix Mills Limited

Atul Ruia

Date: July 28, 2026 Chairman

Place: Mumbai DIN: 00087396