Phoenix Mills : May 17 2024 Outcome of Board Meeting

Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor,

R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011

Tel: [phone] Fax: [phone]

CIN No. : L17100MH1905PLC000200

May 17, 2024

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(s)/Madam(s),

Sub: Outcome of the Board Meeting - Disclosure under Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further to our intimation dated May 10, 2024 & May 14, 2024 and pursuant to Regulation 30, 33 read with Para A of Part A of Schedule III and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), we wish to inform you that the Board of Directors of The Phoenix Mills Limited ('Company') at its meeting held today viz. Friday, May 17, 2024, have inter alia approved the following:

1. Audited Financial Results for the quarter and financial year ended March 31, 2024

1. Audited Standalone Financial Results for the quarter and financial year ended March 31, 2024;
2. Audited Consolidated Financial Results for the quarter and financial year ended March 31, 2024.

Pursuant to Regulation 33(3)(d) of the Listing Regulations, the Company hereby confirms and declares that the Statutory Auditors, M/s. D T S & Associates LLP, have issued their Audit Reports with an unmodified opinion in respect of the Audited Standalone and Consolidated Financial Results of the Company for the quarter and financial year ended March 31, 2024.

In this regard, please find enclosed the following documents required in compliance with Listing Regulations and SEBI Circulars, as applicable:

a. Audited Standalone and Consolidated Financial Results for the quarter and financial year ended March 31, 2024; and

b. Unmodified Audit Reports on the said Audited Standalone and Consolidated Financial Results for the quarter and financial year ended March 31, 2024 issued by the Company's Statutory Auditor - M/s. D T S & Associates LLP.

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel: [phone] / 8 / 9 Fax: [phone] E-mail:[e-mail]

Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor,

R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011

Tel: [phone] Fax: [phone]

CIN No. : L17100MH1905PLC000200

2. Recommendation of a final Dividend

Recommended a final dividend of Rs. 5/- per equity share of face value of Rs. 2/- each (250%) for the financial year ended March 31, 2024.

The dividend, payout is subject to the Member's approval at the ensuing Annual General Meeting of the Company.

1. Appointment of Chief Financial Officer and Key Managerial Personnel of the Company
   Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, approved the appointment of Mr. Kailash B Gupta as Chief Financial Officer and Key Managerial Personnel of the Company with effect from May 17, 2024.
2. Re-appointmentof Internal Auditors and Secretarial Auditors of the Company
3. 1. Re-appointmentof M/s. N. A. Shah Associates LLP, Chartered Accountants as Internal Auditor of the Company for financial year 2024-25.
   2. Re-appointmentof M/s. Rathi & Associates, Company Secretaries as Secretarial Auditors of the Company for financial year 2024- 25.

The meeting of the Board of Directors of the Company commenced at 04:00 p.m. (IST) and concluded at 8:15 p.m. (IST)

The intimation along with the aforesaid Financial Results and Unmodified Audit Report

are also being uploaded on the Company's website at https://www.thephoenixmills.com/investors/FY2024/Financial-Results.

You are requested to take the aforesaid information on record.

Thanking you,

Yours Faithfully,

For The Phoenix Mills Limited

GAJENDRA Digitally signed by

GAJENDRA MEWARA

MEWARA Date: 2024.05.17 20:16:16 +05'30'

Gajendra Mewara

Company Secretary

Mem. No. A22941

Enclosures: As above

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel: [phone] / 8 / 9 Fax: [phone] E-mail:[e-mail]

D T S � Associates LLP

Chartered Accountants

Independent Auditor's Report on Audit of Quarterly and Annual Standalone Financial Results of The Phoenix Mills Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended)

To,

The Board ofDirectors of

The Phoenix Mills Limited

Opinion

We have audited the accompanying "Statement of Standalone Audited Financial Results for the Quarter/ Year ended 31 March, 2024 (refer 'Other Matter' section below) of The Phoenix Mills Limited ("the Company") (''the Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (''the Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the statement:

1. is presented in accordance with requirements ofthe Listing Regulations in this regard; and
2. gives a true and fair view in conformity with the recognition and measurement principles laid down

in the Indian Accounting Standards and other applicable accounting standards and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information ofthe Company for the quarter and year ended 31 March, 2024.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, (as amended) (''the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

REGD. OFFICE: SUITE#1306-1307, LODHA SUPREMUS, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAl-400 013.

PHONE: [phone] FAX:+ 9122 4945 4010 WEB:www.dtsa.in

CORP. OFFICE:45-46, MITTAL COURT, C WING,4 rtt FLOOR, NARIMAN POINT, MUMBAl-400 021.

PHONE: [phone]

BRANCH OFFICE:507, NORTH BLOACK, REAR WING, MANIPAL CENTRE, DICKENSON ROAD, BENGALURU-560 042.

D T S � Associates LLP

Chartered Accountants

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on the effectiveness ofthe Company's internal controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board ofDirectors
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude ofmisstatements in the Statement that, individually or in aggregate, makes it probable that the economic decisions ofa reasonably knowledgeable user ofthe Statement may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope ofour work and in evaluating the results ofour work; and (ii) to evaluate the effect ofany identified misstatements in the Statement.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Continuation Sheet...

D T S � Associates LLP

Chartered Accountants

Management's Responsibility for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view ofthe net profit and other comprehensive income ofthe Company and other financial information in accordance with the accounting standards specified under section 133 ofthe Act, read with the relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless Board ofDirectors either intends to liquidate the Company or to cease operations, or has no realistic alternative·but to do so.

The Board ofDirectors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statements as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis ofthe Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Continuation Sheet...

D T S &:: Associates LLP

Chartered Accountants

Other Matter

For D T S Associates LLP

Chartered Accountants

��

Umesh B. Nayak

UDIN: 24101183BKGWMK8584

Continuation Sheet...

THE PHOENIX MILLS LIMITED

STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER/ YEAR ENDED 31ST MARCH , 2024

(?in Lnkhs)

Sr .No .

Particulars

Three Months Ended

Year Ended

31-03-2024

31-12-2023

31-03-2023

31-03-2024

JJ-

03-2023

I

Income

Audited

Unaudited

Audited

Audited

Audited

482.07

57,443.68

Total Income

12 088.73

13,231.42

12.466.42

54,042.76

Expenses

	Total Expenses			6,352.06	6,672.26		6,634.75		25.320.79		25,263.97
	Profit before Exceptional items			5,736.67	5,794.16		6,596.67			32,122.89	28,778.79
				-	-				-
5 Profit from ordinaryactivities before tax		5,736.68	5,794.16	11,440.68		32,122.89		33,622.78
	NetProfit After Taxfor the period from continuing		5,287.05		5,021.95	10,115.62		28,021.27		29,040.28
	operations		5,144.52						28,397.56
	Total Comprehensive Income (after taxes ) (7+8)			5,278.45	10,098.54		29,029.70
	t		-		-	-
II

Notes:-

ESOP Scheme

No of Share

Allotted

88,268

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The Phoenix Mills Limited

Audited Standalone Balance Sheet as at 31 March 2024

(Amount in INR Lakhs, unless otherwise stated)

Particulars

ASSETS

Non-current assets

Property, plant and equipment Investment property

Investment property under construction (including Capital work in progress) Intangible assets

Financial assets Investments Loans

Other financial assets Deferred tax asset (net) Current tax assets (net) Other non-current assets

Total non-current assets

Current assets

Financial assets

Investments

Trade receivables

Cash and cash equivalents

Bank balances other than cash and cash equivalent

Loans

Other financial assets

Other current assets

Total current assets

Total assets

EQUITY AND LIABILITIES

Equity

Equity share capital

Other equity

Total equity

Liabilities

Non-current liabilities

Financial liabilities

Borrowings

Other financial liabilities

Provisions

Other non-current liabilities

Total non-current liabilities

Current liabilities

Financial liabilities

Borrowings

Trade payables

1. total outstanding dues of micro enterprises and smalI enterprises
2. total outstanding dues of creditors other than micro

enterprises and small enterprises Other financial liabilities

Provisions

Other current liabilities

Total current liabilities

Total liabilities

Total equity and liabilities

As at	As at
31 March 2024	31 March 2023
Audited	Audited

3,275.92 3,314.35

42,099.94 44,285.23

37,086.26 19,834.51

1.371.55

4,45,680.31 4,44,671.47

230.00230.25

7,021.17 5,452.84

233.97702.83

6,713.53 5,077.79

3.367.09 1,471.08

5,45,709.56 5,25,041.90

22,629.59 10,079.13

2,347.04 3,315.64

309.60 2,937.32

284.00

23,591.26 25,270.00

8,197.64 11,100.08

801.72456.44

57,876.85 53,442.61

6,03,586.41 5,78,484.51

3,573.94 3,572.18

5,02,331.86 4,81,881.72

5,05,905.80 4,85,453.90

61,675.83 42,635.16

4,138.61 6,650.02

427.38364.76

2.160.30 1,882.02

68,402.12 51,531.96

10,315.58 22,749.31

546.41220.48

2,401.07 1,788.43

14,491.95 12,694.09

73.4670.24

1 450.02 3,976.10

29,278.49 41.498.65

97,680.61 93,030.61

6,03,586.41 5,78,484.51

'te. <1
rto:�L	'�7�i�-�-ofDi-•

::· '_-';-I. ._

• -

hishir ;hrivnstavn

(Managing Director) DIN: 01266095

Place: Mumbai

Date: 17th May 2024

Tho Phoonlx Mills Limited
Audltod Standalone Statement of cash flows for the year ended 31 March 2024
(A111ount in INR Lnkh.,, unless otlmwisc staled
		For the year ended	For the year ended
		31 March 2024	31 March 2023
Cub now rrom open::tlillf,!. acth1iiies								33,622.79
Profit/ (Loss) before tax	32,122.89
Adju1tmonts for:	3,475.97		3,065.38
Dcprcc.1alicn and amortization expenses
(Ga1n)!Loss on Sale of Property, Plant and Equipment								(103.35)
issi,IJ discarded	157.25
(Gain)/Loss on fair valuation of investments measured at fair value through profit & loss	(295,65)			83.90
Sundry balances written back	(92,38)		(518 16)
BnlllllcCS in Debtors/Advances written off	21.89		866.44
Ad,-.nee Lease Rental on Security deposit	(786.02)		(887.60)
Liccn.sc Fees Equalisation	151.15		(1,262.32)
Rcbnh: and Settlement	171,21
ProviS1on for Doubtful Debts and Advances									19.63
lnter�>t Expense for financial liabilities at amortised cost	5,659 30		5,627.18
lnl'1re>t Income	(1,055.73)		(870.92)
Interest Expense on lndAS Adjustments	799.51		852,81
Share Based payments to employees	239,69			69.37
E.x«ptlonol Hem								(4,843 99)
Ol1 tdc:nd lncome	(8.974.99)		(3,474.28)
Sha!'	(1.29)		L410..96)
[Galn)ILoss on Sale ofinvestments	(398,97
Opcralln� profit/loss before workinK capital chan2es	31 193.&3		30	35.92
Ch:1nics in working capital
Trade and Other Receivables			(l ,361.70)	2,036.18
Trade and Other Payables				l 44282	I 491,50
Cash Renerated rrom operations	28.389.31		34.363.60
Less: Income taxes paid (Net)						4.887.91
(5,)95.07
Net cash inflows/used from/in operating activities (A)
22 94.24		29 475.69
Cash now rrom investing activities
Poymc,11 for property, plant and equipment. intangible assets and investment property	(19,058.70)		(l l ,293,60)
Sole of Property, Plant and Equipment / Investment Property									116.53
Inter Cotpomte Deposits & Loans (placed)/refunded (Net)	1,678,99		(4,221.15)
l'un:hosc: ofMutual Funds	(42,720.00)		(70,500.00)
Sale of Mutual Funds	32,775.57		1,59,183.71
Purchase of Debt Securities/ Non convertible Debentures	(2,016 67)		(3,854.76)
Sala ofDebt Securities/ Non convertible Debentures	1,563.67		10,037.77
Tcrm Deposits Matured	2,501.00		6,572,89
Term Deposits placed	(1,281.00)		(941.00)
Equity Investments made in Subsidiaries/Associates	(15,50)		(93,664.40)
Capital withdrawal from LLP								12,475,58
Investments in compulsory convertible debenhlres of Subsidiaries/ Associates	(6,892 59)		(39,570.0l)
Redemption of compulsory convertible debentures of Subsidiaries I Associates	3,668 01		20,000.00
Interest Received	3,696.54			965.79
Di,iidend Received	8974.99		3,474_28
Net cash inflows/used from/in investing activities (B)	17.125.69		II	18.3
Cas.hnow from financing activities
Net proceeds from issue ofequity shares at share premium (Net ofIssue Expenses)	559.82			488.36
Share Application money pending allotment									36.00
Equity investment sold									5,00
Short Term Borrowings availed/ (repaid) (Net)	(9,511.23)		(11,971.36)
Inter Corporate Depost( Repaid)	(13,500.00)
Long Term Borrowings repaid								(9,875.89)
Long Term Borrowings availed									500,00
lntere!II paid								(5,225.26)
Dividend Paid								4.306.37
Net cash inflows/used from/in financing activities (C)	(8,758.03)		30.349.52
Net increase/ (decrease) in cash and caoh equivalents (A+B+c)		(12,092.20)
Cll5h and cash equivalents at the beginning of the year	2,937.32		15,029.52
Cush and cash equivalents al the end of the year	5.820.71		2	37.32
Rcconcilintion of cash and cash equivalents as per the cash flow statement
Cornp.oncnts. rocash and cash equivalents	309.60
BolancltS with banks		2,934 94
Ca,h on hand									2.38
Bonk overdrafts	(6.130.32)
Tuwl cash 11nd CJUh � uiva!ent1 at end or the. vC.ir	(5,820.71)		2	37.32

Shrivastava

(Man RlnR Director)

DIN: 01266095

Place: Mumbai

Date: 17th May 2024

D T S & Associates LLP

Chartered Accountants

Independent Auditor's Report on Audit of Quarterly and Annual Consolidated Financial Results of The Phoenix Mills Limited ("the Parent") pursuant to the requirements ofRegulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, as amended

To the Board ofDirectors of

The Phoenix Mills Limited

Opinion

We have audited the accompanying Statement of "Audited Consolidated Financial Results for the Quarter and Year ended 31 March, 2024" (refer paragraph 3 of'OtherMatters' section below) ofThe PhoenixMills Limited ("the Parent"), which includes its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share ofthe net profit/loss after tax and total comprehensive income/loss ofits associates for the quarter and year ended 31 March, 2024 ("the Statement"), being submitted by the Parent pursuant to the requirements ofRegulation 33 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as.amended (the "Listing Regulations").

In our opinion and to the best ofour information and according to the explanations given to us, and based on the consideration of the audit reports of the other auditors on standalone financial statements/ financial results/ financial information ofsubsidiaries and associates, referred to in OtherMatters section below, the Statement:

(i) includes the results ofthe following entities:

List of Subsidiaries: Alliance Spaces Private Limited; Alyssum Developers Prl.vate Limited; Astrea Real Estate Developers Private Limited; BartrayaMaU Development Company Private Limited; Big Apple Real Estate Private Limited; Bellona Hospitality Services Limited; Blackwood Developers Private Limjted; Butala Farm Lands Private Limited; Casper Realty Private Limited; ClassicMall Development Company Limited; Destiny RetailMall Developers Private Limited; Enhance Holdings Private limited; FinesseMall and Commercial Real Estate Private Limited; Gangetic Developers Private Limited; Graceworks ReaJity and Leisure Private Limited; Jnsigbt Mall DevelopersPrivate Limited; Island StarMall Developers Private Limited; Janus Logistics and Industrial Parks Private Limited;Market CityManagement Private Limited; Market City Resources Private Limited; Mindstone Mall Developers Private Limited; Mugwort Land Holdings Private Limited; Offbeat Developers Private Limited; Orcus Logistics and Industrial Parks Limhed; Palladium Constructions Private Limited; Pallazzio Hotels and Leisure Limited; Phoenix Digital Technologies Private Limited; Phoenix Logistics and Industrial Parks Private Limited; Pinnacle Real Estate Development Private Limited; Plutocrat Commercial Real Estate Private Limited; Rentcierge Developers Private Limited; Sangam lnfrabuild Corporation Private Limited; Sparkle One Mall Developers Private Limited; Sparkle Two Mall Developers Pdvate Limited; Savannah Phoenix Private Limited; SGH Realty LLP; ThothMall and Commercial Real Estate Private Limited; True value lnfrabuild LLP· Upal Developers Private Limited; and Vamona Developers Private Limited.

List ofAssociates:

Classic Housing Projects Private Limited; Columbus Investment Advisory Private Limited; Mirabel Entertainment Private Limited; Starboard Hotels Private Limited and Stratix Hospitality Private Limited.

(ii) is presented in accordance with the requirements ofRegulation 33 ofthe Listing Regulations; and

REGD. OFFICE: SUITE#l306-1307, LODHA SUPREMUS, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI - 400 013.

PHONE: [phone] FAX:+ 91 22 4945 4010 WEB:www.dtsa.in

CORP. OFFICE: 45-46, MITTAL COURT, C WING, 4r" FLOOR, NARIMAN POINT, MUMBAl-400 021.

PHONE: [phone]

BRANCH OFFICE: 507, NORTH BLOACK, REAR WING, MANIPAL CENTRE, DICKENSON ROAD, BENGALURU-560 042.