THE PHOENIX MILLS LTD

Phoenix Mills Limited, owned by the Ruia family was incorporated on January 27th, 1905. The Company began its operations as a textile manufacturing company on 17.3 acres land at Lower Parel in Mumbai for manufacturing cotton textile goods. It is presently involved in the the development and leasing of commercial and retail space. The company has 9 operational retail assets with a leasable area of around 6.9 mllion square feet in Mumbai, Bangalore, Chennai, Pune, Lucknow, Agra & Bareilly. With a portfolio comprising of over 19 million square feet of retail, residential, commercial and hospitality assets spread over 100+ acres of land, the Company is best positioned in the industry to serve the people of India, the fastest growing economy in the world. In the year 1987, the company entered into the growing real estate market where High Street Phoenix emerged as the most frequented destination in Mumbai. In the year 1992, the first multi-storied Phoenix residential towers were built on the Phoenix Mills Land. They introduced India's first Hyper market concept 'Big Bazaar' at High Street Phoenix in the year 2001. During the year 2000-01, the company through their subsidiary company, Bellona Finvest Ltd entered into joint venture with the Chatterjee Management group of companies and formed Galaxy Entertainment Corporation Ltd to take advantage of the growing opportunities in the entertainment segment. During the year 2003-04, the company formed a wholly owned subsidiary, namely CR Retail Malls (India) Pvt Ltd. In August 2004, they formed another wholly owned subsidiary, namely Silly Point restaurants Pvt Ltd. During the year 2006-07, the company as a group focused on mega retail malls, entertainment complexes, commercial space and hospitality units, with plans to foray into developing real estate in eight cities admeasuring a total area of 21.4 million sq ft. Ashok Ruia Enterprises Pvt Ltd, a promoter group company was amalgamated with the company. Ashok Ruia Enterprises Pvt Ltd holds interest in innovative 'Market City' projects in Mumbai (Kurla), Bangalore, Chennai, Pune and Raipur, which represents 13.47 million square feet of Developable Area. During the year 2007-08, the company acquired a 25-acre plot in Rajaji Nagar in Bangalore for around Rs 320 crore from beleaguered engineering firm GKW Ltd. This was done through investments in Palladium Construction Pvt Ltd, a wholly owned subsidiary and Platinum Hospitality Services Pvt Ltd, a group company. Ruia Real Estate Development Company Pvt Ltd was merged with the company with effect from November 1, 2007. In December 2008, the company acquired an approximate 39% stake in Big Apple Real Estate Pvt Ltd (Big Apple), the owners of the United Malls brand in Uttar PradeshBig Apple together with Phoenix Mills will develop malls by the brand name 'Phoenix United' across north India, particularly in the state of Uttar Pradesh, covering cities including Lucknow, Agra, Varanasi and Bareilly. In February 2008, the company entered into a strategic alliance with Entertainment World Developers Ltd by acquiring over 42% stake in the company. Phoenix is currently building retail led mixed use development centers in Tier I cities under the brand name of 'Phoenix Market City' and through partnerships with regional players in the Tier II cities. Entertainment World Developers Ltd is developing approximately 15 projects in various Tier II cities namely, Raipur, JAbalpur, Bhilai, Nanded, Udaipur, Chandigarh, Trivandrum, Indore, etc. The total area under development is approximately 17 million sq ft. In the first quarter of financial year 2008-09, Kalani Holdings Ltd, which was wholly owned subsidiary of Ruia Real Estate Development Company Pvt Ltd, became subsidiary of the company. In the second quarter of the financial year, Plutocrat Asset & Capital Management Pvt Ltd became a subsidiary of the company. During the year 2014, Phoenix Mills (PML) completed delivery of its annuity-based assets. During FY 2014, four Phoenix Marketcities across the prime cities of India matured further in terms of becoming a key attraction in their respective cities, garnering growing footfalls, new brand additions and burgeoning consumer spending. During FY 2014, the commercial property Centrium has been completely constructed and nearly sold out at Kurla. Of the total saleable area of 0.28 million sq. ft., only 4,500 sq. ft. is now available for sale. Orion Park, within the premises of Phoenix Marketcity, Kurla, was rebranded and launched as Art Guild House in May 2014. With regard to the residential project One Bangalore West, Bengaluru launched in February 2014, a majority of the construction on Phase 1 of the project is almost 90% complete and is on course to be delivered by 2015. Phase I comprising Tower 1, 2 and 3 is completely sold out and is ready to be delivered by 2015. Phase 2, which comprises Tower 4 and 5, is under the construction stage and will be ready in 4-5 months after the first three towers are delivered. Launched at a price of Rs. 6,550 psf, the project elicited the desired response from buyers to its current level of Rs. 10,900 psf. The company launched its Kessaku project, comprising approximately 0.99 million square feet of Saleable Area, in the first quarter of 2015. During the year 2016, The Phoenix Mills Ltd. through its wholly owned subsidiary Big Apple Real Estate Pvt. Ltd. has increased its ownership in Upal Developers Pvt. Ltd and Blackwood Developers Pvt. Ltd from 77.2% to 100% by buying out the stake of its partners. The company has an on-going and planned residential portfolio of 5.5 million square feet of which, it launched .05 million square feet and sold 1.78 million square feet in cities of Bangalore, Chennai and Pune. In addition to this, it has 1.71 million square feet of completed/ under-construction commercial projects of which, the company sold 1.03 million square feet. During FY 2016, the Company issued and allotted by way of QIP, 79,91,907 Equity Shares of Rs 2/- each fully paid-up at an Issue Price of Rs 353.60 per Equity Share (including a premium of Rs 351.60 per Equity Share) aggregating to Rs 2825.94 Million. The proceeds of the issue were used for the purpose as stated in the Placement Document. Having commenced construction in March 2012, the construction of Art Guild House, Mumbai was completed during FY2016. Of the total saleable area, about 0.38 million sq. ft. has been sold for a sales value of Rs 3,170 million, while 0.13 million sq. ft. has been leased. In the year 2017, Company had entered into an alliance with Canada Pension Plan Investment Board (CPPIB) for which Island Star Mall Developers Private Limited (ISML) (Phoenix MarketCity Bangalore) served as the platform. CPPIB infused Rs. 16,620 million in equity for a 49% stake in ISML and the Company continues to hold the balance 51% stake. The funds raised in ISML were used to acquire land parcels in Wakad, Pune and Hebbal, Bengaluru and the under construction mall in Indore. During the financial year 2018, The Phoenix Mills Ltd consolidated its shareholding across subsidiaries by buying back stake from its private equity partners. In April 2017, the company formed a Strategic Retail Alliance with Canada Pension Plan Investment Board (CPPIB) and Island Star Mall Developers Pvt. Ltd (ISML) (Phoenix MarketCity Bangalore) served as the platform. CPPIB infused Rs.16620 crore in equity for a 49% stake in ISML and Phoenix Mills Ltd. will continue to hold the balance 51% stake. The funds raised in ISML were used to acquire land parcels in Wakad, Pune and Hebbal, Bengaluru. The company shall develop its second Phoenix MarketCity in Pune and Bengaluru respectively on these land parcels. The company also acquired an under-construction retail development in Indore during June 2018, which will be developed as Phoenix MarketCity Indore. Outside the alliance with CPPIB, the company purchased an under-construction retail development in Lucknow in June 2018, which will be developed as Phoenix MarketCity Lucknow. Furthermore, in July 2018, the company entered into a 50:50 Joint Venture agreement with Ahmedabad based BSafal group to acquire a 5.12-acre prime land parcel in Ahmedabad and develop this into a premium retail development. With these acquisitions, the company is set for its next leg of growth by expanding its footprint across key markets of India. Sparkle Two Mall Developers Private Limited was incorporated on 27 April 2018 as a step-down subsidiary of the company. Further, Gangetic Hotels Private Limited, a subsidiary merged with another subsidiary of the Company, Palladium Constructions Private Limited w.e.f. 3rd November 2017. The appointed date of amalgamation as per scheme is 1st April 2016. During FY'18-19, Destiny Retail Mall Developers Private Limited (formerly known as Destiny Hospitality Services Private Limited) became a wholly-owned subsidiary due to acquisition by the Company of its entire paid-up share capital w.e.f. April 25, 2018. The name was changed to the present name vide fresh Certificate of Incorporation dated November 13, 2018 issued by the ROC. Sparkle Two Mall Developers Private Limited was incorporated on April 27, 2018 as a wholly-owned subsidiary of Island Star Mall Developers Private Limited. Mindstone Mall Developers Private Limited was incorporated on June 18, 2018 as a wholly-owned subsidiary of the Company. Name of Classic Mall Development Company Private Limited was changed to Classic Mall Development Company Limited consequent to its conversion to public limited company from private limited company vide fresh certificate of incorporation dated February 26, 2019 issued by ROC - Mumbai. An indirect subsidiary by the name of Rentcierge Developers Private Limited was incorporated as a wholly-owned subsidiary of Offbeat Developers Private Limited on August 5, 2019. As on March 31, 2019, the Company had 18 direct subsidiaries, 10 indirect subsidiaries and 2 Associate Companies. During the year 2019, the Company acquired 13 acres of land at Hebbal, Bengaluru. It bought out an under-construction mall in Lucknow, Uttar Pradesh. Spread over 13.5 acres of land, the Company expect to complete construction works and commence fit-out during FY 20. Apart from these, PML has entered into a 50:50 Joint Venture with BSafal Group, to develop a luxury retail development Palladium' of 0.7 Million Sq. Ft.. The Company completed the development of the five towers at Kessaku and received Occupation Certificate in March 2019 and further received the Occupation Certificate for Tower 6 in One Bangalore West, in April 2019. During the year 2019, the Company completed three new acquisitions - Land parcels in Hebbal (Bengaluru), Thaltej (Ahmedabad), which is a 50% joint venture with BSafal group, and an under-construction mall in Lucknow, owned by the Company. In FY 2020, Company launched Phoenix Palassio Mall in the Gomti Nagar area of Lucknow, which offers a luxury experience through its rich art and aesthetics. During the year 2020, the Company acquired land parcels in Pune, Bengaluru and Ahmedabad, and two under-construction retail assets in Lucknow and Indore. Three of these acquisitions (Pune, Bangalore, Indore) are through strategic alliance with CPPIB, while Lucknow is 100% owned by PML and Ahmedabad is a joint venture with the local B-Safal Group. As a result, these deals have taken under-developed mixed-use portfolio to 4.9 Million Sq. Ft. in FY 2019. In early 2000's, the Company introduced India's first hyper market concept with the launching of Big Bazaar's first store in conjunction with Food Bazaar at the High Street Phoenix (HSP), Mumbai. This led to HSP gradually emerging as an ideal model in terms of retail-led development centres in India. During FY 2021, the Company partnered with Canada Pension Plan Investment Board (CPP Investments), for development of a retail-led mixed use project on 7.48-acre land parcel in Alipore, Kolkata, for total consideration of Rs 3 billion acquired by subsidiary Mindstone Mall Developers in February 2021. It launched Fountainhead Tower 2 in Pune with approximate leasable area of 250,000 square feet and latest retail mall asset, Phoenix Palassio in Lucknow on 08th July, 2021. In FY 2021, Company entered into another strategic deal with GIC, Singapore's sovereign wealth fund to set up an investment platform for retail-led mixed-use assets in India. During the year 2022, the Company formed another retail platform with GIC. Phoenix Marketcity Mumbai, Phoenix Marketcity Pune & commercial assets forming part of the Kurla development namely Art Guild House, Phoenix Paragon Plaza and Centrium were PML's contribution to the platform. In 2021-22, the Company acquired 100% equity stake in Classic Mall Development Company Limited (CMDCL), from Crest Ventures Limited and Escort Developers Private Limited. As a result of this acquisition, CMDCL became a wholly owned subsidiary of the Company. The Scheme of Amalgamation of Phoenix Hospitality Company Private Limited (PHCPL) with the Company was effective from January 11, 2022, resulting in merger of PHCPL with the Company. Additionally, the Company allotted 62,70,000 Equity Shares to shareholders of Phoenix Hospitality Company Private Limited consequent to its amalgamation with the Company. In 2021-22, Starboard Hotels Private Limited, and Mirabel Entertainment Private Limited became Associates of the Company. PHCPL ceased to be a subsidiary of the Company. Further, as a consequence to the merger of PHCPL with the Company, Alliance Spaces Private Limited and Graceworks Realty & Leisure Private Limited became direct subsidiaries of the Company. The Company incorporated two wholly-owned subsidiaries - Thoth Mall and Commercial Real Estate Private Limited and Finesse Mall and Commercial Real Estate Private Limited with effect from March 3, 2022. During the year 2023, Palladium Constructions Private Limited (PCPL), a wholly owned subsidiary of the Company, acquired a prime land parcel, in Alipore, Kolkata for a consideration costing Rs 414.31 Crores. PML Group launched Phoenix Citadel in Indore on December 01, 2022. It also launched Palladium Ahmedabad on February 26, 2023. During the year 2022-23, Pallazzio Hotels and Leisure Limited ceased to be a wholly owned subsidiary of the Company effective April 19, 2022. Phoenix Digital Technologies Private Limited was incorporated as a wholly owned subsidiary of the Company with effect from April 27, 2022. The Company acquired entire shareholding of Classic Mall Development Company Limited (CMDCL) making it wholly owned subsidiary of the Company with effect from May 5, 2022. Bellona Hospitality Services Limited (BHSL), wholly owned subsidiary of the Company, acquired 49.99% shareholding of Stratix Hospitality Private Limited (SHPL) from its existing shareholders through which, SHPL became an associate Company of BHSL effective June 07, 2022. The Company incorporated a wholly owned subsidiary in the name of Phoenix Logistics and Industrial Parks Private Limited on September 22, 2022. Further, Phoenix Logistics and Industrial Parks Private Limited acquired 100% shareholdings from existing shareholders of Janus Logistics and Industrial Parks Private Limited on January 16, 2023. Hence, Janus Logistics and Industrial Parks Private Limited became an indirect wholly owned subsidiary of the Company with effect from January 16, 2023. During the year 2023, the Company acquired 100% shareholding of Sparkle Two from ISML and post this acquisition, Sparkle Two became a direct wholly owned subsidiary of the Company on March 16, 2023. Effective from December 15, 2022, the Company had transferred 80% of shareholding held by it in Thoth to Graceworks Realty & Leisure Private Limited (GRLPL), subsidiary of the Company and balance 20% shareholding was transferred to Safal Constructions (India) Private Limited (Bsafal). Pursuant to the said transfer, Thoth became a direct subsidiary of GRLPL and an indirect subsidiary of the Company. Casper Realty Private Limited was incorporated as a wholly owned subsidiary of the Company with effect from August 04, 2023. In FY 2024, Company launched two new retail malls - Phoenix Mall of the Millennium in Pune at Wakad and Phoenix Mall of Asia in Bangalore at Hebbal in October, 2023. It expanded the existing malls - Phoenix Palladium, Mumbai and Phoenix MarketCity Bangalore, targeting an increase in operational retail space from ~11.2million square feet to ~14 million square feet by 2027. It acquired a city-centric ~11-acre land parcel in Thane in November 2023 and a ~6.6-acre land parcel in Whitefield, Bangalore (adjacent to Phoenix MarketCity Bangalore) in April 2024. The Company acquired 100% of the share capital of Bartraya Mall Development Company Private Limited, making it a wholly owned subsidiary of the Company effective from September 21, 2023. Astrea Real Estate Developers Private Limited was incorporated as a wholly owned subsidiary of the Company with effect from February 04, 2024.