The Phoenix Mills Ltd

Amalgamation details

• Scheme of Amalgamation between Truevalue Infrabuild Private Limited and SGH Realty Private Limited.
• Board meetings held on Oct 15, 2026 to consider the scheme.
• Approval from Regional Director/NCLT and other regulatory consents required.
• Transferor TVIB and Transferee SGH are related parties under Companies Act 2013.
• Area of business: Commercial Real Estate.
• No cash consideration; transferor wholly owned by transferee.
• Shareholding pattern unchanged for the listed company.
• Paid-up capital: TVIB 24.128 lakh; SGH 1.001 lakh.
• Net worth as of Sep 30, 2026: TVIB 3.70 lakh; SGH 11139.54 lakh.
• Turnover as of Sep 30, 2026: TVIB Nil; SGH 10639.14 lakh.
• Rationale: simplify structure and reduce overheads, enabling focused management.
• Transferor is a subsidiary of the Transferee.

The Phoenix Mills Limited trading window shall remain closed from October 01, 2026 till the completion of 48 hours after the declaration of Financial Results for the quarter and half year ending on September 30, 2026.

AGM Presentation

• Presentation to shareholders at the 121st AGM via VC/OAVM; enclosure attached.

FY26 Financial Highlights

• Consolidated revenue FY26: Rs 4,423 crore.
• Consolidated net profit FY26: Rs 1,224 crore.
• Operating free cash flow FY26: Rs 2,140 crore.

Business Segments

• Retail: Income Rs 2,157 crore (up 10% YoY); Rental Income Rs 2,246 crore (up 12%).
• Offices FY26: total income Rs 213 crore; EBITDA Rs 141 crore; occupancy 70%.
• Hotels FY26: 588 keys; operating income Rs 596 crore; EBITDA Rs 276 crore.

Strategic Transactions & Projects

• ISMDPL stake: CPP buyout progressing; PML to own 100%; transaction value Rs 5,449 crore.
• Key projects moving to execution: Thane, Coimbatore, Chandigarh; approvals secured; excavation to commence.

Outlook & Sustainability

• Sustainability & growth plan: LEED Gold/Platinum; retail >18 msft, offices ~9 msft, hotels ~2,188 keys by 2030.

AGM Details

• AGM date: September 28, 2026; mode: VC/OAVM; time: 2:30 PM IST.
• Record date: September 21, 2026; total shareholders on record: 86,520.

Resolutions and voting outcomes

• Resolution 1 (Ordinary): Adopt standalone financial statements; passed with 99.45% in favor.
• Resolution 2 (Ordinary): Adopt consolidated financial statements; passed with 99.45% in favor.
• Resolution 3 (Ordinary): Declare final dividend of ₹2.50 per equity share; approved.
• Resolution 4 (Ordinary): Re-appoint Rajesh Kulkarni (DIN: 03134336) on rotation; approved.

Director changes

• Rajesh Kulkarni reappointed as director after retirement by rotation.

AGM Details

• AGM held on 28 Sep 2026 via VC/OAVM; 2:30–3:41 p.m. IST.
• Remote e-voting: 24–27 Sep 2026; AGM e-voting conducted.

Key Resolutions

• Adopt standalone financial statements with boards’ and auditors’ reports (FY ended Mar 31, 2026).
• Adopt consolidated financial statements for FY ended Mar 31, 2026.
• Declare final dividend of ₹2.50 per equity share.
• Re-appoint director retiring by rotation: Rajesh Kulkarni.

Voting & Outcome

• Combined voting results to be declared and communicated to exchanges; no outcome disclosed in filing.

Governance & Auditor

• No changes in statutory or secretarial auditors disclosed at AGM.

Meeting Details

• Date: September 22, 2026; group meetings at Mumbai during the J.P. Morgan India Conference.
• Type/Mode: Group meetings; physical venue in Mumbai.
• Organizer/Event: J.P. Morgan India Conference (Group Meetings).
• Purpose: General business overview and industry updates.

Meeting Details

• Date: September 17, 2026
• Event: 2026 Jefferies India Forum (Group Meetings), organized by Jefferies
• Type/Mode: Group meeting, physical, at Gurugram

Purpose

• Briefed on general business overview and industry updates

Meeting Details

• Date: Tuesday, 22 September 2026.
• Event: JP Morgan India Conference.
• Mode/Type: Physical; one-on-one and group meetings.
• Location: Mumbai.
• Key company participant: Company Secretary.
• Purpose: Institutional investor interaction.

Meeting Details

• Date and time: Thu 17 Sep 2026; type: one-on-one/group; mode: physical; Organizer: Jefferies; Event: Jefferies India Forum.

Participants

• Key participant: Company Secretary.

Purpose

• Purpose: Institutional investor interaction at Jefferies India Forum.