Proceedings of the Meeting of the Board of Directors of the

Company held on 30th July, 2011

1) Audited Financial Results of the Company for the year ended 31st March, 2011 including the Balance Sheet as at 31st March 2011 and Profit and Loss Account and Cash Flow Statement for the year ended on that date along with Schedules, Notes and annexures thereto.

2) Audited Consolidated Financial Statements of the Company for the year ended 31st March,

2011 including the Consolidated Balance Sheet as at 31st March 2011 and Consolidated Profit and Loss Account and Cash Flow Statement for the year ended on that date along with Schedules, Notes and annexures thereto.

3) Recommendation of Final Dividend at the rate of 90% (Rs. 1.80/- per share for every one fully paid share of face value Rs. 2/- each) for the financial year ended 31st March, 2011 subject to the approval of the shareholders in the ensuing Annual General Meeting.

4) Audited Financial Results of the Company, standalone and consolidated, for the year ended 31st

March, 2011 in the format prescribed in Clause 41 of the Listing Agreement.

5) Unaudited Financial Results of the Company for the Quarter ended 30th June, 2011 in the format prescribed in Clause 41 of the Listing Agreement (Copy enclosed).

6) Appointment of Mr. Shishir Shrivastava as Joint Managing Director of the Company for a period of five years with effect from July 30, 2011 without payment of remuneration to him by the Company, subject to approval of Shareholders in the ensuing AGM of the Company.

Issued by:

Minal Bhate - DandekarCompany Secretary

THE PHOENIX MILLS LIMITED