Notes to Accounts of Phoenix Mills Ltd.

Mar 31, 2025

h) Provisions and contingencies:

Provisions are recognized when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. If the effect of the time
value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value
of money and the risks specific to the liability. Unwinding
of the discount is recognized in the Statement of Profit and
Loss as a finance cost. Provisions are reviewed at each
balance sheet date and are adjusted to reflect the current
best estimate. Provisions are not recognized for future
operating losses.

Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises
from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made. Information on
contingent liability is disclosed in the notes to the financial
statements. Contingent assets are not recognized.

However, when the realization is virtually certain, then
the related asset is no longer a contingent asset, but it is
recognized as an asset.

) Income Taxes:

Income tax expense consists of current and deferred tax.
Current Income Tax:

Current Income Tax liabilities are measured at the amount
expected to be paid to the taxation authorities using the
tax rates and tax laws that are enacted or substantively
enacted at the end of the reporting period. Management
periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations
are subject to interpretation and creates provisions where
appropriate.

Deferred Tax:

Deferred Tax is provided, using the liability method, on
temporary differences between the tax bases of assets
and liabilities and their carrying amounts in the financial
statements. Deferred Income Tax is determined using the
tax rates and tax laws that are enacted or subsequently
enacted at the end of the reporting period.

Deferred Tax liabilities are recognised for all temporary
differences. Deferred tax assets are recognised for all
deductible temporary differences, the carry forward of
unused tax credits and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and the deferred tax balances relate to
the same taxation authority. Current tax asset and liabilities
are offset where the company has a legally enforceable
right and intends either to settle on net basis, or to realise
the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the statement
of profit & loss, except to the extent that it relates to items
recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.

) Impairment of Non-Financial Assets:

The Company assesses at each reporting date whether
there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for
an asset is required, the Company estimates the asset''s
recoverable amount. An asset''s recoverable amount is
the higher of an asset''s or Cash Generating Unit''s (CGU)
fair value less costs of disposal and its value in use. It is
determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent
of those from other assets or a groups of assets. Where

the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and
is written down to its recoverable amount. An impairment
loss is recognised immediately in profit or loss.

In assessing the value in use, the estimated future cash
flows are discounted to their present value using pre-tax
discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
In determining fair value less costs of disposal, recent
market transactions are taken into account, if no such
transactions can be identified, an appropriate valuation
model is used.

When an impairment loss subsequently reverses, the
carrying amount of the asset or a CGU is increased to
the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the
carrying amount that would have been determined had no
impairment loss been recognised for the asset or CGU in
prior years. A reversal of an impairment loss is recognised
immediately in profit or loss.

B) Other Accounting Policies:

a) Functional and presentation of currency:

The financial statements are presented in Indian Rupees,
which is the Company''s functional currency, and all
amounts are rounded to the nearest rupees in Lakhs,
unless otherwise stated.

b) Measurement of fair values:

A number of the Company''s accounting policies and
disclosures require measurement of fair values, for both
financial and non-financial assets and liabilities.

Fair values are categorized into different levels in a fair
value hierarchy based on the inputs used in the valuation
techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets
for identical assets and liabilities.

- Level 2: inputs other than quotes prices included in
Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived
from prices).

- Level 3: inputs for the asset or liability that are not
based on observable market data (unobservable
inputs).

When measuring the fair value of an asset or a liability, the
Company uses observable market data as far as possible.
If the inputs used to measure the fair value of an asset or
a liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirely
in the same level of the fair value hierarchy as the lowest
level input that is significant to the entire measurement.

The Company recognises transfers between levels of
the fair value hierarchy at the end of the reporting period
during which the change has occurred.

Further information about the assumptions made in
measuring fair values is included in the following notes:

- Refer Note 39 - financial instruments

c) Property, Plant and Equipment:

De-recognition

An asset''s carrying amount is written down immediately
to its recoverable amount if the asset''s carrying amount is
greater than its estimated recoverable amount.

An item of property, plant and equipment is derecognised
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Gain
and loss on disposal or retirement of an item of property,
plant and equipment is determined by comparing the sales
proceeds with the carrying amount. These are recognised
in profit or loss.

d) Intangible assets:

Identifiable intangible assets are recognised when the
Company controls the asset and, it is probable that
future economic benefits attributed to the asset will flow
to the Company and the cost of the asset can be reliably
measured.

Intangible assets with finite useful lives that are acquired
separately are measured on initial recognition at cost.
Following initial recognition, such intangible assets
are carried at cost less accumulated amortisation and
accumulated impairment losses.

Amortisation methods and periods

Estimated useful life of Intangible assets are considered
as 5 years. Intangible assets are amortised over its useful
life using the straight-line method. The amortisation period
and the amortisation method for an intangible asset are
reviewed at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset are
considered to modify the amortisation period or method,
as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets
with finite life is recognised in the statement of profit
and loss.

Software is amortised over useful life of 5 years.
Derecognition:

An intangible asset is derecognised on disposal, or when
no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of
an intangible asset, measured as the difference between
the net disposal proceeds and the carrying amount of the

asset, are recognised in profit or loss when the asset is
derecognised.

e) Investment property:

An investment property is derecognized upon disposal or
when the investment property is permanently withdrawn
from use and no future economic benefits are expected
from the disposal. Any gain or loss arising on Derecognition
of the property (calculated as the difference between the
net disposal proceeds and the carrying amount of the
asset) is included in Statement of Profit and Loss in the
period in which the property is derecognized.

Subsequent expenditure

Subsequent costs are included in the asset''s carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Company. All other
repair and maintenance costs are recognised in statement
of profit and loss as incurred. Any gain or loss on disposal of
investment property calculated as the difference between
the net proceeds from disposal and the carrying amount
of the item is recognised in Statement of Profit and Loss.
Though the Company measures investment property using
cost-based measurement, the fair value of investment
property is disclosed in the note no 6.06 of the standalone
financial statements.

Depreciation

Depreciation on Investment Property has been provided
as per Written down Value method as per the useful life
indicated in Part ‘C'' of Schedule II of the Act which is 60
years.

f) Cash and cash equivalents:

Cash and cash equivalents includes cash on hand and at
banks, deposits held at call with banks and other short¬
term, highly liquid investments with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value.

g) Segment Reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker.

The board of directors (“chief operating decision maker”
as defined under Ind AS 108) assesses the financial
performance and position of the Company and makes
strategic decisions.

h) Foreign currency transactions:

The transactions denominated in currencies other than
the Company''s functional currency (foreign currencies)
are translated at the exchange rate prevailing on the

date of transaction. Monetary items denominated in
foreign currencies at the reporting date are translated into
functional currency using the exchange rate prevailing at
that date. Non-monetary items that are to be carried at
historical cost are recorded using exchange rate prevailing
on the date of transaction. Non- monetary items that
are carried at fair value, that are denominated in foreign
currencies, are retranslated at the rates prevailing at the
date when the fair value was determined. Any income or
expenses on account of exchange difference either on
settlement or on translation is recognised as profit or loss.

i) Financial Instrument:

Financial Assets

A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instruments of another entity. Classifications of financial
instruments are in accordance with the substance of the
contractual arrangement and as per the definitions of
financial assets, financial liability and an equity instruments.
Financial Assets.

i) Initial recognition and measurement:

At initial recognition, the Company measures a
financial asset (other than financial asset at fair value
through profit or loss) at its fair value plus or minus,
transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of
financial assets carried at fair value through profit and
loss are expensed in the statement of profit & loss.

Subsequent measurement:

For the purpose of subsequent measurement, financial
assets are classified in four categories:

• Debt instrument at amortised cost:

Assets that are held within a business model for
collection of contractual cash flows where those
cash flows represent solely payments of principal
and interest are measured at amortised cost. A gain
or loss on a debt investment that is subsequently
measured at amortised cost and is not part of a
hedging relationship is recognised in profit or loss
when the asset is derecognised or impaired. Interest
income from these financial assets is included in other
income using the effective interest rate method.

• Debt instrument at fair value through other
comprehensive income (FVTOCI):

Assets that are held within a business model for
collection of contractual cash flows and for selling
the financial assets, where the asset''s cash flows
represent solely payments of principal and interest, are
measured at fair value through other comprehensive
income (FVTOCI).

Interest income is recognised in profit or loss for
FVTOCI debt instruments. For the purposes of
recognising foreign exchange gains and losses,
FVTOCI debt instruments are treated as financial
assets measured at amortised cost. Thus, the
exchange differences on the amortised cost are
recognised in profit or loss and other changes in the
fair value of FVTOCI financial assets are recognised in
other comprehensive income and accumulated under
the heading of ''Reserve for debt instruments through
other comprehensive income''. When the investment
is disposed of, the cumulative gain or loss previously
accumulated in this reserve is reclassified to profit or
loss.

• Debt instrument at fair value through profit and loss
(FVTPL):

Financial assets that do not meet the criteria for
amortised cost or FVTOCI are measured at FVTPL.
In addition, debt instruments that meet the amortised
cost criteria or the FVTOCI criteria but are designated
as at FVTPL are measured at FVTPL. Financial assets
at FVTPL are measured at fair value at the end of each
reporting period, with any gains or losses arising on
remeasurement recognised in profit or loss. The net
gain or loss recognised in profit or loss incorporates
any dividend or interest earned on the financial asset
and is included in the ‘Other income'' line item.

• Equity instruments:

On initial recognition, the Company can make an
irrevocable election (on an instrument-by-instrument
basis) to present the subsequent changes in fair
value in other comprehensive income pertaining to
investments in equity instruments. This election is not
permitted if the equity investment is held for trading.
These elected investments are initially measured at
fair value plus transaction costs. Subsequently, they
are measured at fair value with gains and losses
arising from changes in fair value recognised in
other comprehensive income and accumulated in
the ‘Reserve for equity instruments through other
comprehensive income''. The cumulative gain or loss
is not reclassified to profit or loss on disposal of the
investments.

Investments in equity instruments, other than
Investments in the nature of equity in subsidiaries, are
classified as at FVTPL, unless the Company irrevocably
elects on initial recognition to present subsequent
changes in fair value in other comprehensive income
as stated above.

ii) De-recognition:

A financial asset is primarily derecognised i.e.,
removed from Company''s financial statement when:

• The rights to receive cash flows from asset have
expired or

• The Company has transferred its right to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without
material delay to a third party under ‘pass- through''
arrangement and either;

a) The Company has transferred substantially all
the risks and rewards of the assets,

b) The Company has neither transferred nor
retained substantially all the risks and rewards
of the asset, but has transferred control of the
asset.

When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if and
to what extent it has retained the risks and rewards
of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the
Company continues to recognise the transferred
asset to the extent of the Company''s continuing
involvement. In that case, the Company also
recognises an associated liability. The transferred
asset and the associated liability are measured on a
basis that reflects the rights and obligations that the
Company has retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset
and the maximum amount of consideration that the
company could be required to repay.

On derecognition of a financial asset in its entirety, the
difference between the asset''s carrying amount and the
sum of the consideration received and receivable and
the cumulative gain or loss that had been recognised
in other comprehensive income and accumulated in
equity is recognised in profit or loss if such gain or loss
would have otherwise been recognised in profit or loss
on disposal of that financial asset.

iii) Foreign exchange gains and losses:

The fair value of financial assets denominated in
a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of
each reporting period.

For foreign currency denominated financial assets
measured at amortised cost and FVTPL, the exchange
differences are recognised in profit or loss except for
those which are designated as hedging instruments in
a hedging relationship.

For the purposes of recognising foreign exchange
gains and losses, FVTOCI debt instruments are treated
as financial assets measured at amortised cost. Thus,
the exchange differences on the amortised cost are
recognised in profit or loss and other changes in the
fair value of FVTOCI financial assets are recognised in
other comprehensive income.

Financial Liabilities and equity instruments:

• De - recognition:

A financial liability is de-recognised when the obligation
under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced
by another from the same lender on substantially
different terms, or the terms of an existing liability
are substantially modified, such an exchange or
modification is treated as the de-recognition of the
original liability and the recognition of a new liability.
The difference in the respective carrying amounts is
recognised in profit or loss.

• Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset and
the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle
the liabilities simultaneously.

j) Classification of assets and liabilities as
current and non - current:

The Company presents assets and liabilities in Balance
Sheet based on current/non-current classification.

An asset is classified as current when it is:

a) Expected to be realised or intended to be sold or
consumed in normal operating cycle,

b) Held primarily for the purpose of trading,

c) Expected to be realised within twelve months after the
reporting period, or

d) Cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least
twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

a) It is expected to be settled in normal operating cycle,

b) It is held primarily for the purpose of trading,

c) It is due to be settled within twelve months after the
reporting period, or

d) There is no unconditional right to defer the settlement
of the liability for at least twelve months after the
reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition
of assets for processing and their realisation in cash or
cash equivalents. Based on the nature of activities of the
Company and the normal time between acquisition of
assets and their realisation in cash or cash equivalents,
the Company has determined its operating cycle as twelve
months for the purpose of classifications of its assets and
liabilities as current and non-current.

Deferred tax assets and liabilities are classified as non¬
current assets and liabilities.

k) Other Income:

Interest income

Interest income from financial assets is recognised when
it is probable that the economic benefits will flow to the
Company. Such interest income is recognised using
effective interest rate method. The effective interest rate
is the rate that discounts estimated future cash receipts
through the expected life of financial assets to the carrying
amount of financial assets.

Interest on income tax refund is recognised on receipt of
refund order.

Dividends

Dividends are recognised when the shareholder''s right to
receive payment is established.

(l) Contract asset

A contract asset (Trade Receivable) is the right to
consideration in exchange for goods or services
transferred to the customer. If the Company performs
part of its obligation by transferring goods or services to
a customer before the customer pays consideration or
before payment is due, a contract asset is recognized for
the earned consideration when that right is conditional on
the Company''s future performance.

Contract liability

A contract liability is the obligation to transfer goods
or services to a customer for which the Company has
received consideration from the customer. If a customer
pays consideration before the Company transfers goods or
services to the customer, a contract liability is recognized
when the payment is received. Contract liabilities are
recognized as revenue when the Company performs under
the contract.

m) Employees benefits:

i) Short-term Employee Benefits:

Short-term employee benefit obligations are measured
on an undiscounted basis and are expensed as the
related service is provided. A liability is recognised
for the amount expected to be paid, if the Company
has a present legal or constructive obligation to pay
this amount as a result of past service provided by
the employee, and the amount of obligation can be
estimated reliably.

All employees benefits payable wholly within 12
months of rendering services are classified as Short
Term obligations. Benefits such as salaries, wages,
short term compensated absences, performance
incentives, expected cost of bonus and ex-gratia are
recognised during the period in which the employees
renders related services at the undiscounted amount
of the benefits expected to be paid in exchange for
that service.

ii) Share-based payment transactions

Share-based compensation benefits are provided to
employees via Employee Stock Option Plan to the
subsidiary companies of The Phoenix Mills Limited,
the Parent.

The grant date fair value of options granted under the
Employee Option Plan is recognised as an employee
benefits expense with a corresponding increase
in equity, on a straight-line basis, over the vesting
period, based on the Company''s estimate of equity
instruments that will eventually vest. At the end of
each period, the company revises its estimates of the
number of options that are expected to vest based
on the non-market vesting and service conditions.
It recognises the impact of the revision to original
estimates, if any, in the Statement of profit and loss,
with a corresponding adjustment to other equity.

iii) Other long-term benefits

The Company has other long-term benefits in the
form of compensated absences. The present value of
the other long-term employee benefits is determined
based on actuarial valuation using the projected unit
credit method. The rate used to discount defined
benefit obligation is determined by reference to
market yields at the Balance Sheet date on Indian
Government Bonds for the estimated term of
obligations.

Actuarial gains or losses arising on account of
experience adjustment and the effect of changes in
actuarial assumptions are recognised as profit or loss.

Gains or losses on the curtailment or settlement of
other long-term benefits are recognised when the
curtailment or settlement occurs.

n) Borrowing Costs:

General and specific borrowing costs that are directly
attributable to the acquisition, construction or production
of a qualifying asset are capitalised during the period of
time that is required to complete and prepare the asset for
its intended use or sale. Qualifying assets are assets that
necessarily take a substantial period of time to get ready
for their intended use or sale.

Interest income earned on the temporary investment of
specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for
such capitalisation.

Other borrowing costs are expensed in the period in which
they are incurred.

Borrowing costs consist of interest and other costs that are
incurred in connection with the borrowing of funds.

o) Earnings per share:

Basic earnings per share is calculated by dividing the net
profit or loss (after tax) for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year.

Diluted earnings per share is calculated by dividing the net
profit or loss (after tax) for the year attributable to equity
shareholders and the weighted average number of equity
shares outstanding during the year, both adjusted for the
effects dilutive potential equity shares.

4 Critical accounting estimates,
assumptions and judgements:

The preparation of the financial statements requires
management to make estimates, judgements and
assumptions that affect the reported balances of assets
and liabilities, disclosure of contingent liabilities as on
the date of financial statements and reported amounts of
income and expenses during the period. Uncertainty about
these assumptions and estimates could result in outcomes
that require a material adjustment to the carrying amount
of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date
have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the
next financial year. The Company based its assumptions
and estimates on parameters available when the financial
statements were prepared. Existing circumstances and
assumptions about future developments, however, may
change due to market changes or circumstances arising
that are beyond the control of the Company. Such changes
are reflected in the assumptions when they occur.

In the process of applying the Company''s accounting
policies, management has made the following estimates

and judgements, which have significant effect on the
amounts recognized in the financial statement:

(a) Depreciation and useful lives of Property,
Plant and Equipment including Investment
Property

Property, plant and equipment including Investment
Properties are depreciated over the estimated useful lives
of the assets, after taking into account their estimated
residual value. Management reviews the estimated useful
lives and residual values of the assets annually in order
to determine the amount of depreciation to be recorded
during any reporting period. The useful lives and residual
values are based on the Company''s historical experience
with similar assets and take into account anticipated
technological changes. The depreciation for future periods
is adjusted if there are significant changes from previous
estimates.

(b) Investment Property

Fair value of Investment Properties is based on valuations
performed by an accredited registered valuer. The fair value
of the Company''s Investment properties has been arrived
at using discounted cash flow method. Under discounted
cash flow method, cash flow projections based on reliable
estimates of cash flow are discounted. The main inputs
used are rental growth rate, terminal yields and discount
rates which are based on comparable transactions and
industry data.

(c) Recoverability of trade receivables

Judgments are required in assessing the recoverability
of overdue trade receivables and determining whether
a provision against those receivables is required. The
Company uses a provision matrix to determine impairment
loss allowance on its trade receivables. The provision
matrix is based on its historically observed default rates
over the expected life of the trade receivables and is
adjusted for forward-looking estimates. At every reporting
date, the historical observed default rates are updated and
changes in the forward-looking estimates are analyzed.

(d) Defined Benefit plan

The cost of the defined benefit plan and other post¬
employment benefits and the present value of such
obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions
that may differ from actual developments in the future.
These include the determination of the discount rate, future
salary increases, mortality rates and attrition rate. Due to
the complexities involved in the valuation and its long¬
term nature, a defined benefit obligation is highly sensitive
to changes in these assumptions. All assumptions are
reviewed at each reporting date.

(e) Provisions:

Provisions are recognized in the period when it becomes
probable that there will be a future outflow of funds resulting
from past operations or events and the amount of cash
outflow can be reliably estimated. The timing of recognition
and quantification of provisions require the application of
judgement to existing facts and circumstances, which can
be subject to change. Since the cash outflows can take
place many years in the future, the carrying amounts of
provisions are reviewed regularly and adjusted to take
account of changing facts and circumstances.

(f) Impairment of financial assets:

The impairment provisions for financial assets are based
on assumptions about risk of default and expected cash
loss rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment
calculation, based on Company''s past history, existing
market conditions as well as forward looking estimates at
the end of each reporting period.

Estimates and judgements are based on historical
experience and other factors, including expectations
of future events that may have a financial impact on the
Company and that are believed to be reasonable under the
circumstances. They are continually evaluated.

(g) Fair Value measurement:

When the fair values of financials assets and financial
liabilities recorded in the Balance Sheet cannot be
measured based on quoted prices in active markets, their
fair value is measured using valuation techniques, which
involve various judgements and assumptions.

(h) Tax expense and related contingencies:

The Company''s tax jurisdiction is India. Significant
judgements are involved in determining the provision for
income taxes, including amount expected to be paid/
recovered for uncertain tax positions. Significant judgement
is involved in determining house property income and
business income. Further, significant judgement is
exercised to ascertain amount of deferred tax asset
(DTA) that could be recognized based on the probability
that future taxable profits will be available against which
DTA can be utilized and amount of temporary difference
in which DTA cannot be recognized on want of probable
taxable profits.

(i) Assessment of carrying value of
investments in subsidiaries and associates:

In developing the assumptions and estimates in relation to
assessing the carrying value of Investments in Equity Shares
and Investments in Optionally Convertible Debentures
(OCD)/ Optionally Fully Convertible Debentures (OFCD)
of subsidiaries and associates, the Management has
considered the economic conditions prevailing as at the
date of approval of these financial statements and has
used internal and external sources of information to the
extent determined by it.

6.01 The Company''s investment properties consists of Retail Mall and Commercial properties in India. The Management has
determined that the investment properties consist of One class of asset - Retail Mall and Commercial Property - based on the
nature, characteristics and risks of each property.

6.02 Right on Leasehold Land consist of long term lease rights for the property situated at Phoenix Palladium, Senapati Bapat Marg,
Lower Parel, Mumbai.

6.03 Contractual Obligation

Refer note 46(a) for disclosure of contractual commitments for the acquisition of investment properties.

6.04 Capitalised Borrowing cost

No borrowing costs were capitalised during the current year and previous year.

6.05 Investment Property Pledge as security

Freehold Land and Building included in Investment Property Under Construction (excluding the building under construction at
Phoenix Palladium named as Rise II) are Secured by Registered Mortgage in respect of certain immovable properties situated
at Phoenix Palladium, Senapati bapat marg, Lower Parel, Mumbai and hypothecation of rentals receivable from licensees on
pari pasu basis against the borrowings.

Refer note no 20 and 23

The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken
by its subsidiary, Pallazzio Hotels & Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail
structure on the said land. Loan amount outstanding for the year end is INR 24,243.39 lakhs (31 March 2024: INR 29,420.87
lakhs).

6.06 The Company''s investment properties consist of Retail Mall which has been determined based on the nature, characteristics
and risks of each property. As at 31 March 2025 and 31 March 2024, the fair values of the properties are INR 6,21,200 lakhs
and INR 5,61,120 lakhs respectively.

The fair value of investment property has been determined by external, independent registered property valuers, having
appropriate recognised professional qualification and recent experience in the location and category of the property being
valued. A valuation model in accordance with that recommended by the international valuation standards committee had
been applied. The Company obtains independent valuations for its investment properties annually and fair value measurement
has been categorised as Level 3. The fair value has been arrived using discounted cash flow projections based on reliable
estimates of future cash flows considering growth in rental of 5% (31 March 2024 : 5%) and discount rate of 12% (31 March
2024 : 12.15%).

Note : The above amount does not include the unamortised processing fees of INR 404.74 Lakhs paid at the time of borrowing.
Above borrowing are secured by:

1) First Pari Passu Mortgage\charge on Undivided share of land to the extent of approximately 8,279.24 sq. metres in Plot
A out of total area of Plot A admeasuring approximately 21,020.24 sq. metres which comprises of existing and proposed
structures with BUA approximately 37,535.52 sq. metres on Plot A and existing structure with BUA approximately
14,737.42 sq. metres on Plot B alongwith entire car parking spaces of P1, P2, and P3 levels situated above Sai Podium
at Block 41/47 and entire car parking spaces of P4 and P5 levels situated above Palladium Mall at Block 34/14B.

The above is part of Larger Property situated at Phoenix Mills Compound, 462, Senapati Bapat Marg, Lower Parel,
Mumbai - 400 013, in the state of Maharashtra, India.

It is hereby clarified that the security excludes -

(i) The portion of MCGM Leasehold Land admeasuring 11,811 sq. mtrs and

(ii) Plutocrat UDS in Plot A to the extent of 13,629.2 sq. mts.

(iii) Plot B Land (Land underneath Palladium Mall)

2) First pari-passu charge by way of hypothecation on all current assets, movables and inflows from existing & future sales,
leasing, leave & license, CAM, receivables in relation to the Project situated at Phoenix Palladium comprising various
zones like Palladium, Sky Zone, Courtyard etc (along with undivided share of the FSI on land) at Senapati Bapat Marg,
Lower parel.

3) First exclusive charge on DSRA in the form of a fixed deposit to be maintained with Bank, and First Pari- Passu charge on
Escrow A/c and All Current A/c.

Interest is calculated on T-Bill / REPO spread / applicable margin. Average rate of Interest varies in the range of of
8.29% p.a. to 8.60% p.a. ( PY 8.58% p.a. to 8.63% p.a ) during the FY 2024-25. Interest is calculated on reference rate
as published by RBI applicable margin.

These gratuity plan typically expose to the company to actuarial risks such as: investment risk, interest risk, longevity risk and
salary risk.

Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to
market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is
determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep
market for such bonds, if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the
return on the plan debt investments.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of mortality of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the
plan''s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As
such, an increase in salary of plan participants will increase the plan''s liability.

36 Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 33,90,000 Equity Shares were reserved for allotment of equity shares under Employee Stock Option Scheme 2007
(‘ESOP 2007''). The ESOP 2007 was approved by the Shareholder on January 31,2008 and was valid for 10 (Ten) years
and thereafter no Grants were allowed be made under the ESOP 2007. All the options granted in ESOP 2007 were vested
as per the vesting plan and the last date for exercising the options granted on October 24, 2016 was October 23, 2024
the ESOP 2007 has expired and is no longer in effect.

During the year 6,550 Equity Shares have been issued and allotted to the eligible employees against exercise of Options
under ESOP 2007.

2. 31,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018. Post
Bonus Issue, as on September 23, 2024, 59,11,612 Equity Shares are reserved for allotment of equity shares under
Employee Stock Option Scheme 2018.

During the year 74,653 Equity Shares have been issued and allotted to the eligible employees against exercise of Options
under ESOP 2018.

Each option when exercised would be converted into one fully paid-up equity share of INR 2 each of the Company. The
options granted under ESOP 2007 and options granted under the ESOP 2018 scheme carry no rights to dividends and
no voting rights till the date of exercise.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant
data available.

The following methods and assumptions were used to estimate the fair values

1. Fair value of the Quoted Equity Shares are based on price of equity share on stock exchange.

2. Fair value of the Mutual funds, Debt Securities and listed prefernces shares are based on published NAV price .

3. Fair value of unquoted equity shares and Compulsory Convertible Debentures is Fair value under level 3 of hierarchy.

4. Fair value of Long term Borrowings is calculated based on discounted cash flow.

5. Fair value of Financial Assets & Financial Liability (except Long term Borrowings) are carried at amortised cost and is not
materially different from it''s carrying cost.

40 Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

‘Amount transferred to separate Unspent CSR A/c as per requirement of companies act 2013.

Contributed INR 270.49 Lakhs (31 March 2024 : INR 80.10 Lakhs) during the current financial year to related party and others.

The CSR unspent amount relates to ongoing projects that have been identified by the Board. The unspent amount for these
ongoing projects, which spans over a period of three years, has been transferred to the “Unspent CSR Account” and the
transferred amount shall be spent as per obligation within three financial years of the date of such transfer.

#Refer note no 42

45 Capital management

The primary objective of the Company''s capital management is to maximize the Shareholder''s value. The Company''s primary
objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and
safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns
for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No
changes were made in the objectives, policies or processes during the year ended March 31,2025 and March 31,2024.

For the purpose of the Company''s capital management, capital includes issued capital, share premium and all other equity
reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits.

46 Capital Commitment and Contingent liabilities
A Capital Commitment :

Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is INR
2,587.58 Lakhs (31 March 2024 : INR 5,834.33 Lakhs) net of advance paid.

B Contingent liabilities

a The Income tax assessments of the Company have been completed up to Assessment Year 2022-23. The disputed tax
demand outstanding upto the said Assessment year is INR 13,137.82 Lakhs (31 March 2024 : INR 14,366.66 Lakhs).The
Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax
position can be ascertained only after the disposal of the appeals. Accordingly, the accounting impact if any arising there from
will be considered in the year of the disposal of the said appeals. Out of the above amount, INR 4,630.57 Lakhs (31 March
2024 : INR 4,643.86 Lakhs) pertain to matters where ITAT orders are in favour of the Company and the income tax department
is in appeal before honourable High court.

b The Company has received demand on traces for TDS default for Assessment Year 2014-2015 to 2019-2020 amounting to
INR 69.46 Lakhs (31 March 2024 : INR 69.46 Lakhs).The Company has filed an appeal with CIT (A) against the said demand.

c The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the
Service Tax on renting of immovable property related matter filed by Retailers Association of India (RAI). The order seeks to
recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT
against the said order. The interest liability on such delayed payment of service tax shall be determined on the basis of the
Supreme Court judgement on the RAI members'' Service Tax matters, which is pending before honourable Supreme court.

d Demand notices received on account of arrears of Provident Fund dues aggregating to INR 24.72 Lakhs (31 March 2024 : INR
24.72 Lakhs) are disputed by the Company. The Company has paid INR 10.00 Lakhs against the said PF. demands to the
PF authorities.

e Outstanding guarantees given by Banks of INR 77.22 Lakhs (31 March 2024 : INR 77.22 Lakhs).

f As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels

& Leisure Limited ( PHLL) to Starwood Hotels & Resorts India Private Limited. The said guarantee is outstanding in the current
year for an amount of INR 4,192.55 Lakhs and was also outstanding in the previous year for an amount of INR 4,464.50 Lakhs.
Further, the Company has also committed to support PHLL as and when the need arises by infusing the required funds.

g The Company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by

infusing the required funds to meets its obligation of debts and other liabilities (current as well as in future).

h In Suit No.7537 of 1981 (HC Suit No. 337 of 1981) (in the matter of Cotton Corporation of India (CCI) v/s. the Phoenix Mills
Limited (PML)), by an order dated 4th July 2018, the Bombay City Civil Court has directed PML to pay a sum of INR 79.66
Lakhs along with interest thereon. PML has challenged the said order in First Appeal No.140 of 2019 and the same is pending
adjudication before the Hon''ble Bombay High Court.

i The Company has decided to litigate the amount paid under protest during the course of GST Investigation in financial year
2023-24 amounting to INR 862.92 Lakhs (31 March 2024 : 1,997.69 Lakhs) and the same is pending before appellate forum,
thus the same has been accounted for as Balance with Government Authorities.

j During the Financial Year 2024-25, Company has received order against Show Cause Notices from GST department for
Financial Year 2017-18, 2018-19 and 2020-21 raising demand of INR 326.48 Lakhs (31 March 2024 : Nil), INR 21.45 Lakhs
(31 March 2024 : Nil), INR 144.26 Lakhs (31 March 2024 : Nil) respectively inclusive of interest and penalty on account
of issues related to applicability of place of supply on one of the services rendered by the company and GST input credit
availed by Company on certain expenses. The company has filed appeal against the order for FY 2018-19 before JC (A) .The
Company is in the process of filling appeal against the order for FY 2017-18 and 2020-21 before appropriate forum.

k. The above litigations are not expected to have any material adverse effect on the financial position of the Company.

47 Municipal Corporation of Greater Mumbai (MCGM) had raised demand of INR 3,002.18 Lakhs (31 March 2024 : INR 2,548.18
lakhs) towards property tax for the period April 2010 - March 2025, which was hiked by imposing value added taxes.

The Company had filed a writ petition bearing number 872 of 2016 dated 21^st March 2016 before the Bombay High Court
challenging the property tax assessment of PML and the bills raised by MCGM from financial year 2010 up till financial year
2023. The High Court vide its order dated 24^th April 2019 quashed the Capital Value Rules and allowed PML to pay 50% (fifty
per cent) of the amount demanded (“Interim Order”). MCGM had challenged the Interim Order before the Supreme Court
via Special Leave to Appeal [C] No(s). 17009 / 2019. The Honorable Supreme Court in its interim order dated 29 July 2019
granted PML interim relief to pay the property tax basis the previous Interim Order of Bombay High Court and admitted the
petition. PML has, in accordance with the directions of the Honorable Supreme Court, duly made payments of the amounts
specified under the Interim Order. The Supreme Court vide its order dated 7^th November 2022 upheld the order passed
by the Bombay High Court and disposed off the said SLP MCGM had challenged the Order dated 7th November 2022
before the Supreme Court via Review Petition (Civil) No. 298 of 2023. The Honorable Supreme Court vide its order dated
14^th March 2023 dismissed the said review petition.

49 Particulars of loans given investments made, guarantees given and securities
provided :

The company has complied with provision of section 186 (1) of the Companies Act 2013 (“the Act”), with respect to investments
made. The Company being infrastrucure facilities provider as defined under section 186 of the Act read with Schedule VI of
the Act. The provisions of section 186 (other than clause 1) of the Act with respect to investment, loans given, guarantees and
security provided are not applicable”.

52 Additional regulatory information required by Schedule III

i) Details of benami property held

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii) Borrowing secured against current assets

Filing of Quarterly returns / stock statements with HDFC Bank Limited, Kotak Mahindra Bank Limited and HSBC India are not
applicable to Phoenix Mills Limited loan facilities and hence, reporting Quarterly return/statements reconciliation with books of
accounts is not applicable.

iii) Wilful defaulter

The Company have not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

iv) Relationship with struck off companies

The Company has no transaction with Struck off companies under Companies Act, 2013 or Companies Act, 1956.

v) Registration of charges or satisfaction with Registrar of Companies

All the charges created or satisfied during the year was registered with registrar of companies within the due time.

vi) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

vii) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current financial y

---

Mar 31, 2024

h) Provisions and contingencies:

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Unwinding of the discount is recognized in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate. Provisions are not recognized for future operating losses.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the notes to the financial statements. Contingent assets are not recognized. However, when the realization is virtually certain, then the related asset is no longer a contingent asset, but it is recognized as an asset.

i) Income Taxes:

Income tax expense consists of current and deferred tax.

Current Income Tax:

Current Income Tax liabilities are measured at the amount expected to be paid to the taxation authorities using the tax rates and tax laws that are enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and creates provisions where appropriate.

Deferred Tax:

Deferred Tax is provided, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred Income Tax is determined using the tax rates and tax laws that are enacted or subsequently enacted at the end of the reporting period.

Deferred Tax liabilities are recognised for all temporary differences. Deferred tax assets are recognised for all

deductible temporary differences, the carry forward of unused tax credits and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax balances relate to the same taxation authority. Current tax asset and liabilities are offset where the company has a legally enforceable right and intends either to settle on net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the statement of profit & loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

B) Other Accounting Policies:

a) Functional and presentation of currency:

The financial statements are presented in Indian Rupees, which is the Company''s functional currency, and all amounts are rounded to the nearest rupees in Lakhs, unless otherwise stated.

b) Measurement of fair values:

A number of the Company''s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

- Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

- Refer Note 39 - financial instruments

c) Property, Plant and Equipment:

De-recognition

An asset''s carrying amount is written down immediately to its recoverable amount if the asset''s carrying amount is greater than its estimated recoverable amount.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gain and loss on disposal or retirement of an item of property, plant and equipment is determined by comparing the sales proceeds with the carrying amount. These are recognised in profit or loss.

d) Intangible assets:

Identifiable intangible assets are recognised when the Company controls the asset and, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.

Intangible assets with finite useful lives that are acquired separately are measured on initial recognition at cost. Following initial recognition, such intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.

Amortisation methods and periods

Estimated useful lives of Intangible assets are considered as 5 years. Intangible assets are amortised over its useful life using the straight-line method. The amortisation period and the amortisation method for an intangible asset are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss.

Software is amortised over useful life of 5 years. Derecognition:

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

e) Investment property:

An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on Derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in Statement of Profit and Loss in the period in which the property is derecognized.

Subsequent expenditure

Subsequent costs are included in the asset''s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company. All other repair and maintenance costs are recognised in statement of profit and loss as incurred. Any gain or loss on disposal of investment property calculated as the difference between the net proceeds from disposal and the carrying amount of the item is recognised in Statement of Profit and Loss. Though the Company measures investment property using cost-based measurement, the fair value of investment property is disclosed in the note no 6.1) vi of the standalone financial statements.

Depreciation

Depreciation on Investment Property has been provided as per Written down Value method as per the useful lives indicated in Part ‘C'' of Schedule II of the Act which is 60 years.

f) Impairment of Non-Financial Assets:

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the

asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Unit''s (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

In assessing the value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.

When an impairment loss subsequently reverses, the carrying amount of the asset or a CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or CGU in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

g) Cash and cash equivalents:

Cash and cash equivalents includes cash on hand and at banks, deposits held at call with banks and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

h) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The board of directors (“chief operating decision maker” as defined under Ind AS 108) assesses the financial performance and position of the Company and makes strategic decisions.

i) Foreign currency transactions:

The transactions denominated in currencies other than the Company''s functional currency (foreign currencies) are translated at the exchange rate prevailing on the date of transaction. Monetary items denominated in foreign currencies at the reporting date are translated

into functional currency using the exchange rate prevailing at that date. Non-monetary items that are to be carried at historical cost are recorded using exchange rate prevailing on the date of transaction. Non- monetary items that are carried at fair value, that are denominated in foreign currencies, are retranslated at the rates prevailing at the date when the fair value was determined. Any income or expenses on account of exchange difference either on settlement or on translation is recognised as profit or loss.

j) Financial Instrument:

Financial Assets

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instruments of another entity. Classifications of financial instruments are in accordance with the substance of the contractual arrangement and as per the definitions of financial assets, financial liability and an equity instruments. Financial Assets

i) Initial recognition and measurement:

At initial recognition, the Company measures a financial asset (other than financial asset at fair value through profit or loss) at its fair value plus or minus, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit and loss are expensed in the statement of profit & loss.

Subsequent measurement:

For the purpose of subsequent measurement, financial assets are classified in four categories:

• Debt instrument at amortised cost:

Assets that are held within a business model for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.

• Debt instrument at fair value through other comprehensive income (FVTOCI):

Assets that are held within a business model for collection of contractual cash flows and for selling the financial assets, where the assets'' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FTVOCI).

Interest income is recognised in profit or loss for FVTOCI debt instruments. For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income and accumulated under the heading of ‘Reserve for debt instruments through other comprehensive income''. When the investment is disposed of, the cumulative gain or loss previously accumulated in this reserve is reclassified to profit or loss.

• Debt instrument at fair value through profit and loss (FVTPL):

Financial assets that do not meet the criteria for amortised cost or FVTOCI are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income'' line item.

• Equity instruments:

On initial recognition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for equity instruments through other comprehensive income''. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments. As at the reporting date, the Company has not elected to measure its equity instruments at FVTOCI.

Investments in equity instruments, other than Investments in the nature of equity in subsidiaries, are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income as stated above.

ii) De-recognition:

A financial asset is primarily derecognised i.e., removed from Company''s financial statement when:

• The rights to receive cash flows from asset have expired or

• The Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under ‘passthrough'' arrangement and either;

a) The Company has transferred substantially all the risks and rewards of the assets,

b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company''s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

iii) Foreign exchange gains and losses:

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or

loss except for those which are designated as hedging instruments in a hedging relationship.

For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income.

Financial Liabilities and equity instruments:

De - recognition:

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.

Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

k) Classification of assets and liabilities as current

and non - current:

The Company presents assets and liabilities in Balance

Sheet based on current/non-current classification.

An asset is classified as current when it is:

a) Expected to be realised or intended to be sold or consumed in normal operating cycle,

b) Held primarily for the purpose of trading,

c) Expected to be realised within twelve months after the reporting period, or

d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

a) It is expected to be settled in normal operating cycle,

b) It is held primarily for the purpose of trading,

c) It is due to be settled within twelve months after the reporting period, or

d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Based on the nature of activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of classifications of its assets and liabilities as current and non-current.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.

l) Other Income:

Interest income

Interest income from financial assets is recognised when it is probable that the economic benefits will flow to the Company. Such interest income is recognised using effective interest rate method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of financial assets to the carrying amount of financial assets.

Interest on income tax refund is recognised on receipt of refund order.

Dividends

Dividends are recognised when the shareholder''s right to receive payment is established.

(m) Contract asset

A contract asset (Trade Receivable) is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs part of its obligation by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration when that right is conditional on the Company''s future performance.

Contract liability

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability

is recognized when the payment is received. Contract

liabilities are recognized as revenue when the Company

performs under the contract.

n) Employees benefits:

i) Short-term Employee Benefits:

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

All employees'' benefits payable wholly within 12 months of rendering services are classified as Short Term obligations. Benefits such as salaries, wages, short term compensated absences, performance incentives, expected cost of bonus and ex-gratia are recognised during the period in which the employees renders related services at the undiscounted amount of the benefits expected to be paid in exchange for that service.

ii) Share-based payment transactions

Share-based compensation benefits are provided to employees via Employee Stock Option Plan to the subsidiary companies of The Phoenix Mills Limited, the Parent.

The grant date fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a corresponding increase in equity, on a straight-line basis, over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest. At the end of each period, the company revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the Statement of profit and loss, with a corresponding adjustment to other equity.

iii) Other long-term benefits

The Company has other long-term benefits in the form of compensated absences. The present value of the other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the Balance Sheet date on Indian Government Bonds for the

estimated term of obligations.

Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are recognised as profit or loss.

Gains or losses on the curtailment or settlement of other long-term benefits are recognised when the curtailment or settlement occurs.

o) Borrowing Costs:

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for such capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds.

p) Earnings per share:

Basic earnings per share is calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year, both adjusted for the effects dilutive potential equity shares.

4. Critical accounting estimates, assumptions and judgements:

The preparation of the financial statements requires management to make estimates, judgements and assumptions that affect the reported balances of assets and liabilities, disclosure of contingent liabilities as on the date of financial statements and reported amounts of income and expenses during the period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

In the process of applying the Company''s accounting policies, management has made the following estimates and judgements, which have significant effect on the amounts recognized in the financial statement:

(a) Depreciation and useful lives of Property, Plant and Equipment

Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company''s historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.

(b) Investment Property

Fair value of Investment Properties is based on valuations performed by an accredited registered valuer. The fair value of the Company''s Investment properties has been arrived at using discounted cash flow method. Under discounted cash flow method, cash flow projections based on reliable estimates of cash flow are discounted. The main inputs used are rental growth rate, terminal yields and discount rates which are based on comparable transactions and industry data.

(c) Recoverability of trade receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. The Company uses a provision matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are

updated and changes in the forward-looking estimates are analyzed.

(d) Defined Benefit plan

The cost of the defined benefit plan and other postemployment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(e) Provisions:

Provisions are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of provisions require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions are reviewed regularly and adjusted to take account of changing facts and circumstances.

(f) Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Estimates and judgements are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. They are continually evaluated.

(g) Fair Value measurement:

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

(h) Tax expense and related contingencies:

The Company''s tax jurisdiction is India. Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant judgement is involved in determining house property income and business income. Further, significant judgement is exercised to ascertain amount of deferred tax asset (DTA) that could be recognized based on the probability that future taxable profits will be available against which DTA can be utilized and amount of temporary difference in which DTA cannot be recognized on want of probable taxable profits.

(i) Assessment of carrying value of investments in subsidiaries:

In developing the assumptions and estimates in relation to assessing the carrying value of Investments in Equity Shares and Investments in 0.0001% Optionally Convertible Debentures (OCD) of subsidiaries, the Management has considered the economic conditions prevailing as at the date of approval of these financial statements and has used internal and external sources of information to the extent determined by it.

6.01 The Company''s investment properties consists of Retail Mall and Commercial properties in India. The Management has determined that the investment properties consist of One class of asset - Retail Mall and Commercial Property - based on the nature, characteristics and risks of each property.

6.02 Right on Leasehold Land consist of long term lease rights for the property situated at Phoenix Palladium, Senapati Bapat Marg, Lower Parel, Mumbai.

6.03 Contractual Obligation

Refer note 46(a) for disclosure of contractual commitments for the acquisition of investment properties.

6.04 Capitalised Borrowing cost

No borrowing costs were capitalised during the current year and previous year.

6.05 Investment Property Pledge as security

Freehold Land & building and Building included in Investment Property Under Construction (excluding the building under construction at Phoenix Palladium named as Rise II) are Secured by Registered Mortgage in respect of certain immovable properties situated at Phoenix Palladium, Senapati bapat marg, Lower Parel, Mumbai and hypothecation of rentals receivable from licensees on pari pasu basis against the borrowings.

Refer note no 20 and 23

The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land.

6.06 The Company''s investment properties consist of Retail Mall which has been determined based on the nature, characteristics and risks of each property. As at 31 March 2024 and 31 March 2023, the fair values of the properties are INR 5,61,120 lakhs and INR 5,76,650 lakhs respectively.

The fair value of investment property has been determined by external, independent registered property valuers, having appropriate recognised professional qualification and recent experience in the location and category of the property being valued. A valuation model in accordance with that recommended by the international valuation standards committee had been applied. The Company obtains independent valuations for its investment properties annually and fair value measurement has been categorised as Level 3. The fair value has been arrived using discounted cash flow projections based on reliable estimates of future cash flows considering growth in rental of 5% (31 March 2023: 5%) and discount rate of 12.15% (31 March 2023: 12.58%).

6.07 During the previous year, the Company has sold 20% & 5% proportionate ownership of two flats in Phoenix Tower to Promoter Group Companies namely Radhakrishna Ramnarain Pvt. Ltd. and Senior Advisory Services Pvt. Ltd. for a consideration of INR'' 76 lakhs and INR'' 20 lakhs, respectively. Accordingly, those two flats are jointly held by the Company with Promoter Group (refer note no 42)

Pledge as security:

1) First Pari Passu Mortgage on Undivided share of land to the extent of approximately 8279.24 sq. metres in Plot A out of total area of Plot A admeasuring approximately 21020.24 sq. metres which comprises of existing and proposed structures with BUA approximately 37535.52 sq. metres on Plot A and existing structure with BUA approximately 14737.42 sq. metres on Plot B alongwith entire car parking spaces of P1, P2, and P3 levels situated above Sai Podium at Block 41/47 and entire car parking spaces of P4 and P5 levels situated above Palladium Mall at Block 34/14B.

The above is part of Larger Property situated at Phoenix Mills Compound, 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, in the state of Maharashtra, India.

It is hereby clarified that the security excludes -

(i) The portion of MCGM Leasehold Land admeasuring 11,811 sq. mtrs and

(ii) Plutocrat UDS in Plot A to the extent of 12,741 sq. mts.

(iii) Plot B Land (Land underneath Palladium Mall)

2) First pari-passu charge by way of hypothecation on all current assets, movables and inflows from existing & future sales, leasing, leave & license, CAM, receivables in relation to the Project situated at Phoenix Palladium comprising various zones like Palladium, Sky Zone, Courtyard etc (along with undivided share of the FSI on land) at Senapati Bapat Marg, Lower parel.

3) First exclusive charge on DSRA in the form of a fixed deposit to be maintained with Bank, and First Pari- Passu charge on Escrow A/c and All Current A/c.

Interest is calculated on T-Bill / REPO spread / applicable margin. Average rate of Interest varies in the range of 8.58% p.a. to 8.63% p.a. ( P.Y 6.55% to 8.52% ) during the FY 2023-24. Interest is calculated on reference rate as published by RBI applicable margin.

32.01 As per the sanctioned development plan of G/S Municipal Ward of Brihanmumbai Municipal Corporation (BMC) and as per the mandate / compulsion of development permission granted by BMC to the Company with regards to the land parcel owned by Company at Lower Parel, Company had surrendered the land admeasuring area of 1919.73 Square Meters which was reserved for ROS 1.4 (Play Ground) under Regulation No.32, Table 12(A) of the DCPR-2034 to BMC for free of cost vide transfer deed dated January 18^th 2023. As per the Regulation No.32 Table(12A) of the DCPR-2034, MCGM had granted FSI of 4506.17 Sqr Meters against the said surrender of the land to BMC excluding for the land area admeasuring 117.26 Square Meters.. The Company based on its assessment had determined the impact of such exceptional circumstances on its financial statements and the same had been disclosed separately as ‘Exceptional Items'' of INR 4,843 lakhs.

34 Earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the profit/loss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit/loss attributable to equity holders (after adjusting for interest on the convertible preference shares) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

35.02 Defined benefit plans

The company provides gratuity benefit to it''s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity

The Gratuity Benefits liabilities of the company are funded.

These gratuity plan typically expose to the company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds, if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of plan participants will increase the plan''s liability.

36 Employee Stock Option Scheme (ESOP)

The Company has granted stock options under the following employee stock option scheme:

1. 33,90,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2007.

During the year 28,500 Equity Shares have been issued and allotted to the eligible employees against exercise of

Options under ESOP 2007.

2. 31,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018.

During the year 59,768 Equity Shares have been issued and allotted to the eligible employees against exercise of

Options under ESOP 2018.

Each option when exercised would be converted into one fully paid-up equity share of '' 2 each of the Company. The options granted under ESOP 2007 and options granted under the ESOP 2018 scheme carry no rights to dividends and no voting rights till the date of exercise.

38 Segment reporting

The Company is mainly engaged in real estate activities where revenue is principally derived from operating lease rental income attributable to retail outlets in its retail mall together with provision of related services, which constitutes the sole operating segment of the company catering to Indian Customer Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ‘Chief Operational Decision Maker'' as defined in Ind AS 108) monitors the operating results of the company''s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the company''s revenues. The Company operates in a single geographical area i.e. India.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1. Fair value of the Quoted Equity Shares are based on price of equity share on stock exchange.

2. Fair value of the Mutual funds, Debt Securities and listed preferences shares are based on published NAV price .

3. Fair value of unquoted equity shares and Compulsory Convertible Debentures is Fair value under level 3 of hierarchy.

4. Fair value of Long term Borrowings is calculated based on discounted cash flow.

5. Fair value of Financial Assets & Financial Liability (except Long term Borrowings) are carried at amortised cost and is not materially different from it''s carrying cost.

40 Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

(i) Foreign curreny risk

The Company is exposed to very minimum foreign exchange risk.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates.

Almost 100% of the company''s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

(B) Credit risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade receivables and contract assets

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup , engage with the customers, legal options / any other remedies available with the objective of recovering these outstanding''s. The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc. from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents and other investments

The Company is exposed to counter party risk relating to medium term deposits with banks, mutual fund and debt securities. The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

Exposure to credit risk

The gross carrying amount of financial assets, net of impairment losses recognised represents the maximum credit exposure. The maximum exposure to credit risk as at March 31,2024 and March 31,2023 is as follows:

Financial instruments and cash deposits

The Company is exposed to counter party risk relating to medium term deposits with banks, mutual fund and debt securities. The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company''s objective is to maintain at all time optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows. The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failure at the option of lenders, except where exemption is provided by lender.

45 Capital Management

The primary objective of the Company''s capital management is to maximize the shareholders value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended 31 March 2024 and 31 March 2023. For the purpose of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes interest bearing loans and borrowings less cash and short term deposits.

46 Contingent Liabilities

a Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is INR 5834.33 Lakhs (31-03-2023 INR 4,885.46) Lakhs net of advance paid.

b The Income tax assessments of the Company have been completed up to Assessment Year 2023-24. The disputed tax demand outstanding upto the said Assessment year is INR 14,366.66 Lakhs (31-03-2023 INR 13,354.66 Lakhs).The Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting impact if any arising there from will be considered in the year of the disposal of the said appeals. Out of the above amount, INR 4,643.86 (31-03-2023 INR 4,643.86) lakhs pertain to matters where ITATorders are in favour of the Comapny and the income tax department is in appeal before honourable at High court.

c The Company has received demand on traces for TDS default for Assessment Year 2014-2015 to 2019-2020 amounting of INR 69.46 lakhs.The company has filed an appeal with CIT (A) against the said demand.

d The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the Service Tax on renting of immovable property related matter filed by Retailers Association of India (RAI). The order seeks to recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT against the said order. The interest liability on such delayed payment of service tax shall be determined on the basis of the Supreme Court judgement on the RAI members'' Service Tax matters, which is pending before honourable at Supreme court.

e Demand notices received on account of arrears of Provident Fund dues aggregating to INR 24.72 Lakhs (31-03-2023 INR 24.72 Lakhs) are disputed by the Company. The Company has paid INR 10 Lakhs against the said PF. demands to the PF authorities.

f Outstanding guarantees given by Banks of INR 77.22 Lakhs (31-03-2023 INR 91.64) Lakhs.

g As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Limited ( PHLL) to Starwood Hotels & Resorts India Pvt Limited. The said guarantee is outstanding in the current year for an amount of INR 4,464.50 Lakhs and was also outstanding in the previous year for an amount of INR 4,736.45 Lakhs.Further, the company has also committed to support PHLL as and when the need arises by infusing the required funds.

h The company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by infusing the required funds to meets its obligation of debts and other liabilities ( current as well as in future).

i In Suit No.7537 of 1981 (HC Suit No. 337 of 1981) (in the matter of Cotton Corporation of India (CCI) v/s. the Phoenix Mills Limited (PML)), by an order dated 4^th July 2018, the Bombay City Civil Court has directed PML to pay a sum of INR 79,66,142.26/- along with interest thereon. PML has challenged the said order in First Appeal No.140 of 2019 and the same is pending adjudication before the Hon''ble Bombay High Court.

j During the course of GST Investigation happened during the current financial year, Company has paid INR 1997.69 Lakhs Under protest and management has decided to litigate the same at appropriate forum, thus the same has been accounted for as balance with Government Authorities.

47 Municipal Corporation of Greater Mumbai had raised demand of INR 2,548.18 Lakhs (31-03-2023 INR 2,548.18 lakhs) towards property tax for the period April 2010 - March 2023, which was hiked by imposing value added taxes. The Company had filed a writ petition bearing number 872 of 2016 dated 21^st March 2016 before the Bombay High Court challenging the property tax assessment of PML and the bills raised by MCGM from finan

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Mar 31, 2023

6.1) Notes on Investment Property

i. The Company’s investment properties consists of Retail Mall and Commercial properties in India. The Management has determined that the investment properties consist of One class of asset - Retail Mall and Commercial Property - based on the nature, characteristics and risks of each property. ii Right on Leasehold Land consist of long term lease rights.

iii. Contractual Obligations

Refer note 36 (a) for disclosure of contractual commitments for the acquisition of investment properties

iv. Capitalised Borrowing cost

No borrowing costs were capitalised during the current year and previous year.

v. Investment Property Pledge as security

Investment properties under construction amounts to '' 19,834.51 lakhs (P.Y. '' 9,460.55 lakhs). The Management is of the view that the fair value of investment properties under construction cannot be reliably measured and hence fair value disclosures pertaining to investment properties under construction have not been provided. Investment Properties under construction excluding the building under construction at Phoenix Palladium (named as Rise II) have not been pledged to secure borrowings of the Company.

Freehold Land & building and Building included in Investment Property Under Construction (excluding the building under construction at Phoenix Palladium named as Rise II) are Secured by Registered Mortgage in respect of certain immovable properties situated at Phoenix Palladium, Senapati bapat marg, Lower Parel, Mumbai and hypothecation of rentals receivable from licencees on pari pasu basis against the borrowings. (Refer Note. 20 & 23).

The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land.

vi. The Company’s investment properties consist of Retail Mall which has been determined based on the nature, characteristics and risks of each property. As at 31 March 2023 and 31 March 2022, the fair values of the properties are '' 5,76,650 lakhs and '' 4,56,910 lakhs respectively.

The fair value of investment property has been determined by external, independent registered property valuers, having appropriate recognised professional qualification and recent experience in the location and category of the property being valued. A valuation model in accordance with that recommended by the international valuation standards committee had been applied. The Company obtains independent valuations for its investment properties annually and fair value measurement has been categorised as Level 3. The fair value has been arrived using discounted cash flow projections based on reliable estimates of future cash flows considering growth in rental of 5% (31 March 2022: 5%) and discount rate of 12.58% (March 31, 2022: 12.35%).

vii. During the year, the Company has sold 20% & 5% proportionate ownership of two flats in Phoenix Tower to Promoter Group Companies namely Radhakrishna Ramnarain Pvt. Ltd. and Senior Advisory Services Pvt. Ltd. for a consideration of '' 76 lacs and '' 20 lacs, respectively. Accordingly, those two flats are jointly held by the Company with Promoter Group (refer note no 41).

@ 51% shares of Island Star Mall Developers Private Limited, 51% shares of Destiny Retail Mall Developers Private Limited, 30% shares of Pallazzio Hotels & Leisure Limited (PHLL) (Pledge), 50.01% shares of Graceworks Realty & Leisure Private Limited and 100% shares of Alliances Spaces Private Limited are held subject to a non-disposal undertaking to the lender bank/Trustee stating that it shall not dispose / transfer /pledge /encumber these shares owned/held in the Company without prior consent from lender until the loans taken by these companies are fully repaid to the bank.

* The Phoenix Mills Limited (PML) (along with its nominee) has 100% stake in Big Apple Real Estate Private Limited (BARE) and BARE has 100% stake in Blackwood Developers Private Limited (BDPL) and UPAL Developers Private Limited (UDPL). BARE has pledged 30% of the shares of BDPL and UDPL to Kotak Mahindra Investment Limited (KMIL) and has given Non-Disposal Undertaking for balance 70% shares.

** 10,973 shares are held by a bank in their name as security.

$ The company has acquired balance 50% equity stake in Classic Mall Development Company Limited on May 05, 2022 from Crest Ventures Limited (46.35%) and Escort Developers Private Limited (3.65%) (a 100% subsidiary of Crest Ventures Limited). Accordingly, from the said date Classic Mall Development Company Limited has become wholly owned subsidiary of the Company.

Note 18.2 - Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital.

The Company has only one class of equity shares having face value of '' 2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholder are also entitled to dividend as and when proposed by the Board of Directors and approved by Share holders in Annual General Meeting. In the event of liquidation of the Company, the holder of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the shareholders.

Nature & Purpose of Reserves

1) Capital Reserve: Capital reserve represents reserve created pursuant to the business combinations.

2) Securities Premium: Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

3) Share Option Outstanding Account: Reserve relates to stock options granted by the Company to employees of the group under an employee stock options plan.

4) General Reserve: General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

Note : The above amount dose not include the processing fees paid at the time of borrowing taken.

20.2) Pledge as security:

1) First Pari Passu Mortgage on Undivided share of land to the extent of approximately 8279.24 sq. metres in Plot A out of total area of Plot A ad measuring approximately 21020.24 sq. metres which comprises of existing and proposed structures with BUA approximately 37535.52 sq. metres on Plot A and existing structure with BUA approximately 14737.42 sq. metres on Plot B along-with entire car parking spaces of P1, P2, and P3 levels situated above Sai Podium at Block 41/47 and entire car parking spaces of P4 and P5 levels situated above Palladium Mall at Block 34/14B.

The above is part of Larger Property situated at Phoenix Mills Compound, 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, in the state of Maharashtra, India. It is hereby clarified that the security excludes -

(i) The portion of MCGM Leasehold Land admeasuring 11,811 sq. mtrs and

(ii) Plutocrat UDS in Plot A to the extent of 12,741 sq. mts.

(iii) Plot B Land (Land underneath Palladium Mall)

2) First pari-passu charge by way of hypothecation on all current assets, movables and inflows from existing & future sales, leasing, leave & license, CAM, receivables in relation to the Project.

3) First exclusive charge on DSRA in the form of a fixed deposit to be maintained with Bank, and First Pari- Passu charge on Escrow A/c and all Current a/c.

20.3) Interest is calculated on T-Bill / REPO spread / applicable margin. Average rate of Interest varies in the range of 6.55% p.a. to 8.52% p.a. ( P.Y 8.00% to 8.90%)during the FY 2023. Interest is calculated on reference rate as published by RBI applicable margin.

Expenses recognised to Defined benefits plan:

The Company provides gratuity benefit to it’s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity

1 Salary escalation rate is arrived after taking into account regular increment, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2 Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated terms of obligation.

3 Attrition rate/ withdrawal rate is based on company’s policy towards retention of employees, historical data and industry outlook.

4 Expected contribution to defined benefit plans for the next financial year 2023 - 24 is '' 2 lakhs.

5 The above information is certified by actuary.

These gratuity plan typically expose to the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government Debt Securities. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate Debt Securities when there is a deep market for such Debt Securities, if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk:

A decrease in the Debt Securities interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of plan participants will increase the plan’s liability.

| 33. | SEGMENT INFORMATION

The Company is mainly engaged in real estate activities where revenue is principally derived from operating lease rental income attributable to retail outlets in its retail mall together with provision of related services, which constitutes the sole operating segment of the Company catering to Indian Customer Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ‘Chief Operational Decision Maker’ as defined in Ind AS 108) monitors the operating results of the Company’s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the Company’s revenues.

The Company operates in a single geographical area i.e. India.

| 34. | LEAVE AND LICENSE FEES - COMPANY AS LICENSOR

The Leave and License agreements are generally for a period of 1 to 5 years. The terms also provide for escalation of License fees on a periodical basis. Generally, the Company has a right to terminate these agreements by giving advance notice as stipulated therein.

| 36. | CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is '' 4,885.46 Lakhs (PY. 1079.75 Lakhs) net of advance paid.

b The Income tax assessments of the Company have been completed up to Assessment Year 2021-22. The disputed tax demand outstanding upto the said Assessment year is '' 13,354.66 Lakhs (PY. '' 9,839.39 Lakhs).The Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting impact if any arising there from will be considered in the year of the disposal of the said appeals. Out of the above amount, '' 4,643.86 lakhs (PY 1,543.31 lakhs) pertain to matters where ITATorders are in favour of the Company and the income tax department is in appeal before honourable High court.

c The Company has received demand on traces for TDS default for Assessment Year 2014-2015 to 2019-2020 amounting to '' 69.46 lakhs.The Company has filed an appeal before CIT (A) against the said demand. d The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the Service Tax on renting of immovable property related matter filled by Retailers Association of India (RAI). The order seeks to recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT against the said order. The interest liability on such delayed payment of service tax shall be determined on the basis of the Supreme Court judgement on the RAI members’ Service Tax matters, which is pending before honourable Supreme court.

e Demand notices received on account of arrears of Provident Fund dues aggregating to '' 24.72 Lakhs (PY. '' 24.72 Lakhs) are disputed by the Company. The Company has paid '' 10 Lakhs against the said P.F. Demands to the P.F. Authorities. f Outstanding guarantees given by Banks of '' 91.64 Lakhs (PY '' 105.89 Lakhs).

g As per the hotel operating agreement, PML has given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Ltd ( PHLL) to Starwood Hotels & Resorts India Pvt Ltd. The said guarantee is outstanding in the current year for an amount of '' 4,736.45 Lakhs and was also outstanding in the previous year for an amount of '' 5,008.40 Lakhs. h The company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by infusing the required funds to meets its obligation of debts and other liabilities (current as well as in future). i I n Suit No. 7537 of 1981 (HC Suit No. 337 of 1981) (in the matter of Cotton Corporation of India (CCI) v/s. the Phoenix

Mills Limited (PML)), by an order dated July 04, 2018, the Bombay City Civil Court has directed PML to pay a sum of '' 79,66,142.26/- along with interest thereon. PML has challenged the said order in First Appeal No. 140 of 2019 and the same is pending for adjudication before the Hon’ble Bombay High Court. j I n T.E.& R. Suit No. 19 of 2009, (in the matter of Narendra Patwa vs. the Phoenix Mills Limited(PML)), by an Order dated

December 21, 2015, the Hon’ble Small Causes Court has ordered PML to handover the vacant possession of the godown, PML has accordingly handed over the possession. Narendra Patwa has filed Mesne Profit Application No. 287 of 2017

claiming mesne profits @ '' 3,63,608/- per month from June 09, 2008 to December 2013 and from January 01, 2014 onwards @ of '' 4,64,744/- per month together with costs and interest as the Hon’ble Court may order.

k The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. Loan amount outstanding for above loan at year end is '' 42,833.17 lakhs.

l Subsequent, to the year end, Good and Service Tax (GST) department has initiated Proceedings under Section 67 of MGST Act on May 19, 2023 and the department have not communicated any adverse observations till the approval of the Financial Statements. As of now, management does not foresee any significant impact of the said proceedings.

[37] “Municipal Corporation of Greater Mumbai has raised demand of ''. 2,548.18 Lakhs (P.Y 2321.18 lakhs) towards property tax for the period April 2010 - March 2023, which was hiked by imposing value added taxes.

The company had filed a writ petition bearing number 872 of 2016 dated March 21, 2016 before the Bombay High Court challenging the property tax assessment of PML and the bills raised by MCGM from financial year 2010 and onwards. The High Court vide its order dated April 24, 2019 quashed the Capital Value Rules and allowed PML to pay 50% (fifty per cent) of the amount demanded (“Interim Order”). MCGM had challenged the Interim Order before the Supreme Court via Special Leave to Appeal [C] No(s). 17009 / 2019. The Hon. Supreme Court in its interim order dated July 29, 2019 granted PML interim relief to pay the property tax basis the previous Interim Order of Bombay High Court and admitted the petition. PML has, in accordance with the directions of the Hon. Supreme Court, duly made payments of the amounts specified under the Interim Order. The Supreme Court vide its order dated November 07, 2022 upheld the order passed by the Bombay High Court and disposed off the said SLP. MCGM had challenged the Order dated November 07, 2022 before the Supreme Court via Review Petition (Civil) No. 298 of 2023. The Hon’ble Supreme Court vide its order dated March 14, 2023 dismissed the said review petition.

| 40. | Exceptional item for the year ended March 31, 2023 refers to “As per the sanctioned development plan of G/S Municipal Ward of Brihanmumbai Municipal Corporation (BMC) and as per the mandate / compulsion of development permission granted by BMC to the Company with regards to the land parcel owned by Company at Lower Parel, Company has surrendered the land admeasuring area of 1919.73 Square Meters which was reserved for ROS 1.4 (Play Ground) under Regulation No.32, Table 12(A) of the DCPR-2034 to BMC for free of cost vide transfer deed dated January 18, 2023. As per the Regulation No.32 Table(12A) of the DCPR-2034, MCGM has granted FSI of 4,506.17 Sqr Meters against the said surrender of the land to BMC excluding for the land area admeasuring 117.26 Square Meters. As per the requirement under Indian Accounting Standard, Company has recognized an exceptional gain of '' 4,843.99 lakhs on grant of the said FSI by MCGM against surrender of Land to BMC as per DCPR-2034 on the fair value basis.”

| 41. | In accordance with the requirement of Ind AS 24, on related party disclosure, name of related party, related party relationships, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are:

i) SGH Realty LLP is 50% partner in True Value infra build LLP

| 39. | During FY 2007-2008 and FY 2008-2009, Company has invested '' 4501.25 lakhs in the equity shares of Entertainment World Developers Limited (EWDL) and '' 10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL. The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL (on behalf of the TWDPL) has paid a part amount of '' 1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments and has been shown under other liabilities. Net worth of EWDL/TWDPL has been eroded as per the latest available accounts as at March 31, 2015, thus Company had made an impairment provision of '' 8,425 lakhs in the year ended March 31, 2015, '' 2,100 lakhs in the year ended March 31, 2016 and '' 2,057.44 lakhs in the year ended March 31, 2020 against the said investments. During the current financial year, Company has written off the investment in equity shares of '' 4,501.25 lakhs in EWDL and investment in FCDs of TWDPL of '' 8,081.20 lakhs against the said provision.

Figures in brackets are pertaining to the previous year.

1 The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.

2 Review of outstanding balances is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. These balances are unsecured and their settlement occurs through the normal banking channel.

3 Administrative expenses paid to subsidiaries include '' 118.17 lakhs (P.Y. '' 305.00 Lakhs) paid to Marketcity Resources Private Limited towards the provision of personnel services including the four key managerial personnel.

4 As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Ltd ( PHLL) to Starwood Hotels & Resorts India Pvt Ltd. The said guarantee is outstanding in the current year for an amount of '' 4,736.45 Lakhs and was also outstanding in the previous year for an amount of '' 5,008.40 Lakhs.

5 The Company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by infusing the required funds to meet its obligation of debts and other liabilities (Current as well as in future).

6 The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. Loan amount outstanding for above loan at year end is '' 42,818.72 lakhs.

7 The above disclosures does not include payment of sitting fees made to Independent Directors.

8 Remuneration paid to the Managing Director and Executive Director of the Company, cumulatively exceeds the limits approved by the shareholders to the tune of '' 209.00 lakh. As per the requirements of the Companies Act, 2013, excess amount paid has been reflected as recoverable from them, in the financial statements of the Company as on March 31, 2023.

| 42. | PARTICULARS OF LOANS GIVEN INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

The company has complied with provision of section 186 (1) of the Companies Act 2013(“the Act”), with respect to investments made. The Company being infrastructure facilities provider as defined under section 186 of the said Act read with Schedule VI to the Act. Thus, the provisions of section 186 (other than clause 1) of the said Act with respect to investment, loans given, guarantees and security provided is not applicable”.

| 43. | The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the partnership firm have been finalised upto the FY 2022. The details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

* Amount transferred to separate Unspent CSR A/c as per requirement of Companies Act 2013. Contributed '' 35.01 Lahks (PY 1,27.90 Lakhs) during the current financial year to related party and others.

The CSR unspent amount relates to ongoing projects that have been identified by the Board. The unspent amount for these ongoing projects, which spans over a period of three years, has been transferred to the “Unspent CSR Account” and the transferred amount shall be spent as per obligation within three financial years of the date of such transfer.

# Refer note no 41.

| 46. | FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES:

Set out below is the comparison by class of carrying amounts and fair value of Company’s financial instruments that are recognised in the financial statements.

Note : The Financial Assets above do not include investments in subsidiaries which are carried at cost in terms of the option available in Ind AS 27 “Separate Financial Statements”.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1 Fair value of the Quoted Equity Shares are based on price of equity share on stock exchange.

2 Fair value of the Mutual funds, debt securities and listed preferences shares are based on NAV price.

3 Fair value of unquoted equity shares and Compulsory Convertible Debentures is Fair value under level 3 of hierarchy.

4 Fair value of Long term Borrowings is calculated based on discounted cash flow.

5 Fair value of Financial Assets & Financial Liability (except Long term Borrowings) are carried at amortised cost and is not materially different from it’s carrying cost.

B) Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company’s asset and liabilities, grouped into Level 1 to Level 3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Foreign currency risk

The Company is exposed to very minimum foreign exchange risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates.

Almost 100% of the Company’s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

| 47. | FINANCIAL RISK MANAGEMENT:

The Company’s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

• Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Commodity and Other price risk

The Company is not exposed to the commodity and other price risk.

• Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup , engage with the customers, legal options / any other remedies available with the objective of recovering these outstanding.

The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents and other investments

The Company is exposed to counter party risk relating to medium term deposits with banks, mutual fund and debt securities.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failure at the option of lenders, except where exemption is provided by lender.”

| 48. | CAPITAL MANAGEMENT

The primary objective of the Company’s capital management is to maximise the shareholder value. The Company’s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company’s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2023 and March 31, 2022. For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits.

Cash and Cash equivalents, other Investments, Loans and other financial assets are neither past due nor impaired. Management is of the view that these financial assets are considered good and 12 months ECL is, accordingly, not provided.

• Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

“The Company’s objective is to maintain at all time optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

| 50. | SHARE-BASED PAYMENT ARRANGEMENTS:

A. Description of share-based payment arrangements i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 33,90,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2007. During the year 49,250 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2007.

2. 31,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018. During the year 40,278 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2018.

Each option when exercised would be converted into one fully paid-up equity share of '' 2 each of the Company. The options granted under ESOP 2007 and options granted under the ESOP 2018 scheme carry no rights to dividends and no voting rights till the date of exercise.

B. Measurement of fair values

i. Equity-settled share-based payment arrangements

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and nonmarket performance conditions attached to the arrangements were not taken into account in measuring fair value.

The requirement that the employee has to save in order to purchase shares under the share purchase plan has been incorporated into the fair value at grant date by applying a discount to the valuation obtained. The discount has been determined by estimating the probability that the employee will stop saving based on historical behaviour

| 52. | ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III

i) Details of benami property held -

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii) Borrowing secured against current assets

Filing of Quarterly returns / stock statements with HDFC Bank Limited, Kotak Mahindra Bank Limited and HSBC India are not applicable to PML loan facilities and hence, reporting Quarterly return/statements reconciliation with books of accounts is not applicable.

iii) Wilful defaulter

Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.

iv) Relationship with struck off companies

The company has no transactions with companies struck off under Companies Act, 2013 or Companies Act, 1956.

v) Registration of charges or satisfaction with Registrar of Companies

All the charges created or satisfied during the year was registered with registrar of companies within the due time. Further, charges open at MCA Portal amounting of '' 402.60 lakhs for old periods are closed and intimated to MCA to remove the same.

vi) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under the Companies Act, 2013.

vii) Compliance with approved scheme(s) of arrangements

The company has not entered into any scheme of arrangement which has an accounting impact on current financial year. During the previous year the scheme of Amalgamation has came into effective and accordingly the effect of the same have been accounted in the book of the company in accordance with the scheme & in accordance with the Indian accounting standard 103 “Business Combinations”.

viii) Undisclosed Income

The company has not surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

ix) Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during the current or previous year.

x) Valuation of PP&E, intangible asset and investment property

The company has not revalued its property, plant and equipment or Investment Properties (including right-of-use assets) or intangible assets during the current or previous year (refer note no 6).

xi) Utilisation of borrowed funds, equity and Share premium

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were taken.

| 56. | The Board of Directors have recommended a final dividend of '' 5/- (250 %) per equity share of '' 2/- each subject to shareholders approval at the ensuing annual general meeting.

---

Mar 31, 2022

6.1) Notes on Investment Property

i. The Company''s investment properties consists of Retail Mall and Commercial properties in India. The Management has determined that the investment properties consist of One class of asset - Retail Mall - based on the nature, characteristics and risks of each property.

ii. Contractual Obligations

Refer note 37 (a) for disclosure of contractual commitments for the acquisition of investment properties

iii. Capitalised Borrowing cost

No borrowing costs were capitalised during the current year and previous year.

iv. Investment Property Pledge as security

*Freehold Land & building and Building included in Capital work in progress are Secured by Registered Mortgage in respect of certain immovable properties situated at High Street Phoenix, Senapati bapat marg, Lower Parel, Mumbai and hypothecation of rentals receivable from licencees on pari pasu basis against the borrowings. (Refer Note. 20 & 23)

v. The Company''s investment properties consist of Retail Mall which has been determined based on the nature, characteristics and risks of each property. As at 31 March 2022 and 31 March 2021, the fair values of the properties are C 4,56,910.00 lakhs and C 4,26,871.40 Lacs respectively.

The fair value of investment property has been determined by external, independent registered property valuers, having appropriate recognised professional qualification and recent experience in the location and category of the property being valued. A valuation model in accordance with that recommended by the international valuation standards committee had been applied. The Company obtains independent valuations for its investment properties annually and fair value measurement has been categorised as Level 3. The fair value has been arrived using discounted cash flow projections based on reliable estimates of future cash flows considering growth in rental of 5% (31 March 2021: 5%) and discount rate of 12.35% (31 March 2021: 12.35%).

@ 51% shares of Island Star Mall Developers Private Limited, 51% shares of Destiny Retail Mall Developers Private Limited, 50% shares of Classic Mall Development Company Limited, 30% shares of Pallazzio Hotels & Leisure Limited (PHLL) (Pledge), 50.01% shares of Graceworks Realty & Leisure Private Limited and 100% shares of Alliances Spaces Private Limited are held subject to a non-disposal undertaking to the lender bank/Trustee stating that it shall not dispose / transfer /pledge /encumber these shares owned/held in the company without prior consent from lender until the loans taken by these companies are fully repaid to the bank.

*The Phoenix Mills Limited (PML) (along with its nominee) has 100% stake in Big Apple Real Estate Private Limited (BARE) and BARE has 100% stake in Blackwood Developers Private Limited (BDPL) and UPAL Developers Private Limited (UDPL). BARE has pledged 30% of the shares of BDPL and UDPL to Kotak Mahindra Investment Limited (KMIL) and has given Non-Disposal Undertaking for balance 70% shares.

In PHLL, after conversion of CCD''s, 15% shareholding of the Company & 15% shareholding of ABIPL in the PHLL should be pledged.

** 10,973 shares are held by a Bank in their name as security

Note 18.2 - Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Company has only one class equity shares having face value of C 2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholder are also entitled to dividend as and when proposed by the Board of Directors and approved by Share holders in Annual General Meeting. In the event of liquidation of the company, the holder of Equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the shareholders.

Nature & Purpose of Reserves

1) Capital Reserve: Capital reserve represents reserve created pursuant to the business combinations upto year end.

2) Securities Premium: Securities Premium represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

3) Share Option Outstanding Account: Reserve relates to stock options granted by the Company to employees of the Group under an employee stock options plan.

4) General Reserve: General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

20.2) In terms of the Reserve Bank of India (RBI) circular of March 2020, the Company in the previous year had requested its lenders for rescheduling instalments falling due between 1^st March, 2020 and 31^st August, 2020 (the moratorium period). The Company had received acceptance from all its lenders, for granting the moratorium and shifting the repayment schedule for such loans as also the residual tenure by six months. The Company had accordingly classified its loan liabilities into non-current liabilities and current liabilities.

20.3) Interest is calculated on MCLR applicable margin. Average rate of Interest varies in the range of 8.00% p.a. to 8.90% p.a. during the FY 2021-22 Interest is calculated on reference rate as published by RBI applicable margin.

Note 32 Disclosure as per Ind As - 19 “Employee Benefits”.

(A) Expenses recognised for Defined Contribution Plan:

Employer''s Contribution to Provident and Pension Fund C 32.84 Lakhs (PY C 24.70 Lakhs).

Employer''s Contribution to ESIC C 0.37 Lakhs (PY C 0.33 Lakhs)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(B) Expenses recognised Defined Benefit Plan:

The company provides gratuity benefit to it''s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

Notes:

1. Salary escalation rate is arrived after taking into account regular increments, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2. Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated term of obligations.

3. Attrition rate/ withdrawal rate is based on Company''s policy towards retention of employees, historical data and industry outlook.

4. Expected contribution to defined benefit plans for financial year 2022-23 is C 2/- Lakhs (P.Y. C 2/- Lakhs).

5. The above information is certified by actuary.

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Contingent License Fees comprising of Revenue Share income (computed as a % of sales) charged to the Licensees during the year is C 2,565.91 Lakhs (P.Y. C 3,441.22 Lakhs)

Figures mentioned in above table are as per Leave and License Agreements with Licenses and this excludes any concession given or may be given (Refer Note 47)

Note 35

In accordance with the requirement of Ind AS 24, on related party disclosure, name of related party, related party relationships, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are:

Note 33

The Company is mainly engaged in real estate activities where revenue is principally derived from operating lease rental income attributable to retail outlets in its retail mall together with provision of related services, which constitutes the sole operating segment of the company catering to Indian Customer Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ''Chief Operational Decision Maker'' as defined in Ind AS 108) monitors the operating results of the company''s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the company''s revenues.

The Company operates in a single geographical area i.e. India.

Note 34 Leave and License Fees - Company as Licensor

The Leave and License agreements are generally for a period of 1 to 5 years. The terms also provide for escalation of License fees on a periodical basis. Generally, the company has a right to terminate these agreements by giving advance notice as stipulated therein.

2 Review of outstanding balances is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. These balances are unsecured and their settlement occurs through the normal banking channel.

3 Administrative expenses paid to subsidiaries include C 305.00 Lakhs (P.Y. C 655.00 Lakhs) paid to Marketcity Resources Private Limited towards the provision of personnel services including the four key managerial personnel.

4 As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Limited (PHLL). The said guarantee is outstanding in the current year and was also outstanding in the previous year. Further, the company has also committed to support PHLL as and when the need arises by infusing the required funds.

5 The Company has committed to provide financial support Starboard Hotels Private Limited and Pinnacle Real Estate Development Company Private Limited as and when the need arises by infusing the required funds to meet its obligation of debts and other liabilities (Current as well as in future).

6 The above disclosures does not include payment of sitting fees made to independent Directors.

Note 37 Contingent Liabilities not Provided for in Respect of

a Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is C 1079.75 Lakhs (P.Y. C 620.94 Lakhs) net of advance paid.

b The Income tax assessments of the Company have been completed up to Assessment Year 2018-19. The disputed tax demand outstanding upto the said Assessment year is C 9,839.39 Lakhs (P.Y. C 8,205.83 Lakhs).

The Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the Retailers Association of India (RAI) related matter. The order seeks to recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT against the said order. The interest liability on such delayed payment of service tax shall be determined on the basis of the Supreme Court judgement on the RAI members'' Service Tax matters, which is pending.

d Demand notices received on account of arrears of Provident Fund dues aggregating to C 24.72 Lakhs (P.Y. C 24.72 Lakhs) are disputed by the Company. The Company has paid C 10 Lakhs and has also furnished a Bank Guarantee for C 14.72 Lakhs against the said P.F. demands to the P.F. authorities.

e Outstanding guarantees given by Banks of C 105.89 Lakhs (P.Y. C 285.89 Lakhs).

f As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on

behalf of the Pallazzio Hotels & Leisure Limited (PHLL). The said guarantee is outstanding in the current year for an amount of C 5,008.40 Lakhs and was also outstanding in the previous year for an amount of C 5,280.35 Lakhs. Further, the company has also committed to support PHLL as and when the need arises by infusing the required funds.

g The Company has committed to provide financial support Starboard Hotels Private Limited and Pinnacle Real Estate Development Company Private Limited as and when the need arises by infusing the required funds to meet its obligation of debts and other liabilities (Current as well as in future).

h The above litigations in "b”, "c” and "d” are not expected to have any material adverse effect on the financial position of the company.

Note 38

Municipal Corporation of Greater Mumbai has raised demand of C 2321.18 Lakhs (PY 2,094.17) towards property tax for the period April 2010 - March 2022, which was hiked by imposing value added taxes. The said Order by the MCGM for value added taxes and the Constitutional Validity was challenged by the Company before the High Court Mumbai, wherein the High Court was pleased to pass an interim Order directing the Company to pay 50% of the invoice amount raised by MCGM.

On the matter being finally heard Mumbai High Court passed a Judgement upholding the payment of 50% demand of property tax to be paid by the company vide its judgement dated 24^th April 2019, and dismissed our prayer which sought the Constitutional validity of imposing value added taxes by the MCGM. MCGM has filed Special Leave Petition in Supreme Court challenging part of the Order i.e. the deposit of 50% of invoice payment and the Company has filed an Application for being impleaded as a party in the said Special Leave Petition filed before the Supreme Court. Pending outcome of the matter Company has provided full amount of demand in the books on conservative basis.

Note 41

The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land.

Note 42

The Company carries, as at the year end, Investments of C 4,501.25 lakhs in the equity shares of Entertainment World Developers Limited (EWDL), C 10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL and interest accrued thereon, upto 31-03-2012, of C 1,432.51 lakhs (net of TDS). The company

had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL has paid a part amount of C 1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments/ accrued Interest and has been shown under other liability. The Networth of EWDL/TWDPL has been eroded as per latest available unaudited accounts as at 31-03-2015. The Company''s Board had made an impairment provision of C 2,100 Lakh in the year ended 31^st March 2016 and C 8,425 Lakh for the year ended 31^st March 2015. The Company had initiated legal proceedings in High Court of Mumbai to set aside the transfer of certain asset by EWDL and TWDPL after commencement of Winding up proceedings. The company has, out of abundant caution and as a prudent practice in line with the standard accounting practices, now made a further provision in respect of the above, during the financial year under report, thereby fully providing for the diminution in the value of these Investments.

Note 44

a) During the current year, the company has sold its investment in three wholly Owned Subsidary (Offbeat Developers Pvt. Ltd. (ODPL), Vamona Developers Private Limited (VDPL) and Plutocrate Commercial Real Estate Private Limited (PCREPL) formerly known as Plutocrate Asset & Capital Management Company Private Limited) for C 29,694.67 Lakhs in total resulting in profit of C 23,309.09 Lakhs.

b) During the previous year, the company had sold commercial units of Centrium and Art Guild House including Furniture & Fit outs to Wholly Owned Subsidiary (Offbeat Developers Pvt. Ltd.) for consideration of C 31,002.58 Lakhs, having Carrying Value of C 22,285.84 Lakhs resulting in profit of C 8,716.75 Lakhs. Also sold of various parcel of land / lease rights (lying as CWIP) to Wholly Owned subsidiary (Plutocrate Commercial Real Estate Pvt. Ltd.formerly known as Plutocrate Asset & Capital Management Company Private Limited) for consideration of C 31,000 Lakhs, having Carrying Value of C 14,985.28 Lakhs, resulting in profit of C 16,014.72 Lakhs. As per the terms of agreement, the amounts are payable within 1 year from the date of transaction and the same amount has been realised.

Note 45

Particulars of loans given, investments made, guarantees given and securities provided

The Company has complied with provisions of Section 186(1) of the Act with respect to investments made. The

Company, being infrastructure facilities provider as defined under Section 186 of the Act read with Schedule VI

to the Act, the provisions of Section 186 (Other than clause 1) of the Act with respect to investment, loans given,

guarantees and security provided are not applicable.”

Additional information as required under the Companies Act, 2013:

Note 48 COVID Note:

The Company''s Mall operations have been partially impacted during initial months of the Financial year 2021-22 due to Covid -19 induced restrictions. However, due to varied measures including vaccination at large & the subsequent easing of the covid restrictions, the Company has witnessed a significant recovery in the footfalls and consumptions during the later part of the year. For the recognition of the revenues from mall operations, the management has considered concessions/reliefs on the lease rentals extended to its Licensees for the period impacted due to Covid-19 induced lockdowns and some further period considering the extended impact of pandemic.

In preparation of these financial statement, the Company has considered internal and external sources of information to assess the extended impact of Covid-19 pandemic, including but not limited to assessment of liquidity and going concern, recoverable values of its financial and non-financial assets. Accordingly, the Company as at the date of approval of financial statement and based on current estimates, expects to recover carrying amounts of the assets including trade receivables as at 31.3.2022. The extended impact of Covid-19 pandemic may be different from that estimated as at the date of approval of these financial results and the company will continue to monitor any material changes to future economic conditions.

Note 49 Corporate Social Responsibility:

CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is C 332.13 Lakhs (P.Y. C 345.68 Lakhs).

The Company has accounted for its share of loss amounting to C 2.53 Lakhs (P.Y.C 2.20 Lakhs) pertaining to the financial year 2020-21 in the year. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the firm.

Will be transferred to separate Unspend CSR A/c as per requirement of our above C 332.13 Lakhs (PY 345.68 Lakhs). Contributed C 127.90 Lahks (PY 90.00 Lakhs) during the current financial year to related party.

*The CSR unspent amount relates to ongoing projects that have been identified by the Board. The unspent amount for these ongoing projects, which spans over a period of three years, has been transferred to the "Unspent CSR Account” and the transferred amount shall be spent as per obligation within three financial years of the date of such transfer.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1 Fair value of the Equity Shares are based on price quoted on stock exchange.

2 Fair value of unquoted equity shares and CCD''s is Fair value under level 3 of hierarchy, Equity share in EWDL of C 4,501.25 Lakhs & NCD of C 10,000 Lakhs in TWDPL which are fully provided (Refer Note 42). Except same other CCD not being material carrying value is considered FV.

3 Fair value of Long term Borrowings is calculated based on discounted cash flow.

4 Fair value of Financial Assets & Financial Liability(except Long term Borrowings) are carried at amortised cost and is not materially different from it''s carrying cost.

Note 51 Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company''s asset and liabilities, grouped into Level 1 to Level 3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Note 52 Financial risk Management:

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

• Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Foreign currency risk

The Company is exposed to insignificant foreign exchange risk as at the respective reporting dates.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates.

Almost 100% of the company''s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

Commodity and Other price risk

The Company is not exposed to the comodity and other price risk.

• Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup, engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings.

The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast specturm. The Company also takes security deposits, advances, post dated cheques etc from its customers, which mitigate the credit risk to an extent.”

Cash and cash equivalents an other investments

The Company is exposed to counter party risk relating to medium term deposits with banks. The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

• Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Note 53 Capital management

The primary objective of the Company''s capital management is to maximize the shareholder value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2022 and March 31, 2021.

Note 55 Share-based payment arrangements:

A. Description of share-based payment arrangements i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 33,90,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2007. During the year 3,78,250 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2007.

2. 31,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018. During the year Nil Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2018.

Note 56

The Scheme of Amalgamation ("Scheme”) under section 230 to 232 of the Companies Act, 2013 for merger of the company''s Subsidary, Phoenix Hospitality Company Private Limited ("PHCPL”), with the Company, from the Appointed Date 1^st April, 2019, has been approved by the Hon''ble National Company Law Tribunal ("NCLT”) vide their Order dated 21^st December, 2021, which has become effective on 11^th January, 2022. The effect of the said merger had, accordingly, been accounted for in the current financial year 2021-22.

Pursuant to the scheme being approved by NCLT, 10,00,000 shares held by the Company in PHCPL stood cancelled and 62,70,000 shares of C 2/- each of the Company allotted at par to the shareholders of the transferor company in the ratio of 6.27 equity shares for every 1 equity shares held in PHCPL. Above has resulted in increase in paid up equity share capital by C 1,25,40,000/- and recognition of Retained Earnings of C (217.89) Lakhs.

The shares issued to the shareholders of the transferor company pursuant to the said Scheme was shown under Equity share suspense account for previous reporting period and accordingly were considered while calculating earnings per share (EPS) for the previous reporting periods as per Indian Accounting Standard (Ind AS 33 "Earning per Share”). The said shares have now been allotted during the year ended 31^st March, 2022.

The figures of the previous periods have been adjusted to give the effect of the Scheme from its appointed date i.e. from 1^st April, 2019.

i) Details of benami property held -

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii) Borrowing secured against current assets

The Company is not obligated to file Quarterly return/statements with HDFC Bank Limited, Kotak Mahindra Bank Limited and HSBC India, hence reporting Quarterly return/statements reconciliation with books of accounts is not applicable.

iii) Wilful defaulter

Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.

v) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under the Companies Act, 2013.

vi) Compliance with approved scheme(s) of arrangements

During the year the scheme of Amalgamation has came into effective and accordingly the effect of the same have been accounted in the book of the company in accordance with the scheme & in accordance with the Indian accounting standard 103 Business Combinations. (Refer note 56)

vii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

viii) Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ix) Valuation of PP&E, intangible asset and investment property

The company has revalued its property, plant and equipment or Investment Properties (including right-of-use assets) or intangible assets or all during the current or previous year.

Note 61 Events Occurring after the reporting period

The Phoenix Mills Limited (''the Company'') owns 50% in Classic Mall Development Company Limited (CMDCL) and the balance 50% was owned by Crest Ventures Ltd. (46.35%) and Escort Developers Pvt. Ltd. (3.65%). The company has acquired balance 50% equity stake in CMDCL on May 05, 2022 from Crest Ventures Limited (46.35%) and Escort Developers Private Limited (3.65%) (a 100% subsidiary of Crest Ventures Limited). Accordingly, from the said date CMDCL has become wholly owned subsidiary of the Company, and the same is an non adjusting event.

---

Mar 31, 2021

1) Capital Reserve: Capital reserve represents reserve created pursuant to the business combinations upto year end.

2) Securities Premium: Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

3) Share Based Payment Reserve: Reserve relates to stock options granted by the Group to employees under an employee stock options plan.

4) General Reserve: General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

18.2) In terms of the Reserve Bank of India (RBI) circular of March 2020, the Company in the previous year had requested its lenders for rescheduling instalments falling due between 1st March, 2020 and 31st August,

2020 (the moratorium period). The Company had received acceptance from all its lenders, for granting the moratorium and shifting the repayment schedule for such loans as also the residual tenure by six months. The Company had accordingly classified its loan liabilities into non-current liabilities and current liabilities.

18.3) Interest is calculated on MCLR applicable margin. Average rate of Interest varies in the range of 8.90% p.a. to 780% p.a. during the FY 2020-21

(A) Expenses recognised for Defined Contribution Plan :

Employer''s Contribution to Provident and Pension Fund '' 24.70 Lakhs (PY '' 31.41 Lakhs).

Employer''s Contribution to ESIC '' 0.33 Lakhs (PY '' 0.50 Lakhs)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(B) Expenses recognised Defined Benefit Plan:

The company provides gratuity benefit to it''s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

1. Salary escalation rate is arrived after taking into account regular increments, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2. Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated term of obligations.

3. Attrition rate/ withdrawal rate is based on Company''s policy towards retention of employees, historical data and industry outlook.

4. Expected contribution to defined benefit plans for financial year 2021-22 is ''2/- Lakhs (PY ''10/- Lakhs).

5. The above information is certified by actuary.

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

31 The Company is mainly engaged in real estate activities where revenue is principally derived from operating lease rental income attributable to retail outlets in its retail mall together with provision of related services, which constitutes the sole operating segment of the company catering to Indian Customer Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ''Chief Operational Decision Maker'' as defined in Ind AS 108) monitors the operating results of the company''s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the company''s revenues.

The Company operates in a single geographical area i.e. India

32 LEAVE AND LICENSE FEES - COMPANY AS LICENSOR

The Leave and License agreements are generally for a period of 1 to 5 years. The terms also provide for escalation of License fees on a periodical basis. Generally, the company has a right to terminate these agreements by giving advance notice as stipulated therein.

Contingent License Fees comprising of Revenue Share income (computed as a % of sales) charged to the Licensees during the year is '' 3,441.22 Lakhs (PY '' 2,537.83 Lakhs)

Figures mentioned in above table are as per Leave and License Agreements with Licenses and this excludes any concession given or may be given (Refer Note 45)

33 In accordance with the requirement of Ind AS 24, on related party disclosure, name of related party, related party relationships, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are:

1 The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions.

2 Review of outstanding balances is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. These balances are unsecured and their settlement occurs through the normal banking channel.

3 Administrative expenses paid to subsidiaries include ''655.00 Lakhs (P.Y. ''775.00 Lakhs) paid to Marketcity Resources Private Limited towards the provision of personnel services including two of the key managerial personnel.

4 As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Limited (PHLL). The said guarantee is outstanding in the current year and was also outstanding in the previous year. Further, the company has also committed to support PHLL as and when the need arises by infusing the required funds.

5 The Company has committed to provide financial support Starboard Hotels Private Limited and Pinnacle Real Estate Development Company Private Limited as and when the need arises by infusing the required funds to meet its obligation of debts and other liabilities (Current as well as in future).

35 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is '' 620.94 Lakhs (PY ''1,361.29 Lakhs) net of advance paid.

b "The Income tax assessments of the Company have been completed up to Assessment Year 2018-19. The disputed tax demand outstanding upto the said Assessment year is '' 8,205.83 Lakhs (PY '' 5,176.05 Lakhs).

The Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.”

c The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the Retailers Association of India (RAI) related matter. The order states to recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT against the said order. The interest liability on such delayed payments of service tax shall be determined on the basis of the Supreme Court judgement on the RAI Parties Service Tax matter, which is pending.

d Demand notices received on account of arrears of Provident Fund dues aggregating to '' 24.72 Lakhs (PY '' 24.72 Lakhs) are disputed by the Company. The Company has paid '' 10 Lakhs under protest and has also furnished a Bank Guarantee for '' 14.72 Lakhs against the said P.F. demands to the P.F. authorities. The matter is pending with P.F. authorities.

e Outstanding Bank Guarantees/ Letter of credit given by Banks of ''285.89 Lakhs (PY '' 0.45 Lakhs).

f "Other claims against the company not acknowledged as debts of '' Nil (PY '' Nil) (Excluding matters pending in courts for which amount cannot be ascertained).

Note - Company has been advised that probablity of crystalising the liability against the company is less than likely.”

g The above litigations in "b”, "c” and "d” are not expected to have any material adverse effect on the financial position of the company.

36 Municipal Corporation of Greater Mumbai has raised demand of '' 2,094.17 Lakhs towards property tax for the period April 2010 - March 2021, which was hiked by imposing value added taxes. The said Order by the MCGM for value added taxes and the Constitutional Validity was challenged by the Company before the High Court Mumbai, wherein the High Court was pleased to pass an interim Order directing the Company to pay 50% of the invoice amount raised by MCGM.

On the matter being finally heard Mumbai High Court passed a Judgement upholding the payment of 50% demand of property tax to be paid by the company vide its judgement dated 24^th April 2019, and dismissed our prayer which sought the Constitutional validity of imposing value added taxes by the MCGM.

MCGM has filed Special Leave Petition in Supreme Court challenging part of the Order i.e. the deposit of 50 % of invoice payment and the Company has filed an Application for being impleaded as a party in the said Special Leave Petition filed before the Supreme Court. Pending outcome of the matter Company has provided full amount of demand in the books on conservative basis.”

i) Butala Farm Lands Private Limited is having investment in equity shares of fellow subsidiary company -Vamona Developers Private Limited.

ii) Phoenix Hospitality Co. Private Limited is having investments in equity shares of fellow Subsidiaries -Alliance Spaces Private Limited, Palladium Constructions Private Limited and Graceworks Realty & Leisure Private Limited as well as in the Associate company - Starboard Hotels Private Limited.

iii) SGH Realty LLP is 50% partner in True Value LLP

39 The Company has created a charge, by way of mortgage, on 17,853.12 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the FSI rights of 2/3^rd portion out of freehold land of 12,714.25 square meters of the said land to PHLL for the construction of a hotel, vide a Development Agreement dated 30^th March 2007 The conveyance of the said portion of freehold Land admeasuring 8,547 sqmt, in favour of PHLL, is executed on 31^st December, 2020.

40 a) The Company carries, as at the year end, Investments of ''4,501.25 lakhs in the equity shares of

Entertainment World Developers Limited (EWDL), ''10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL and interest accrued thereon, upto 31-03-2012, of ''1,432.51 lakhs (net of TDS). The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL has paid a part amount of ''1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments/ accrued Interest and has been shown under other liability. The Networth of EWDL/TWDPL has been eroded as per latest available unaudited accounts as at 31-03-2015. The Company''s Board had made an impairment provision of ''2,100 Lakh in the year ended 31^st March 2016 and ''8,425 Lakh for the year ended 31^st March 2015. The Company had initiated legal proceedings in High Court of Mumbai to set aside the transfer of certain asset by EWDL and TWDPL after commencement of Winding up proceedings. The company has, out of abundant caution and as a prudent practice in line with the standard accounting practices, now made a further provision in respect of the above, during the financial year under report, thereby fully providing for the diminution in the value of these Investments.

The same has been shown as an Exceptional Item [Refer Note No. 40 b].

b) Exceptional items include : (i) Provision for diminution of ''2,05745 lakhs on the equity investments in Entertainment World Developers Ltd and fully convertible debentures of Treasure World Developers Pvt. Ltd.; (ii) Write off of interest accrued of '' 1,432.51 lakhs on the above debentures; (iii) Provision of doubtful loans of '' 1,535.20 Lakhs (including '' 1,293.22 lakhs given to a subsidiary); and (iv) Claim Settlement of '' 4,900 lakhs (details given hereunder) in a suit for damages filed by Company.

c) The Company had filed a suit for damages against certain parties in FY 18-19 which has been settled during the year under review. The Hon''ble High Court at Bombay has passed a consent decree for '' 6,500 lakhs in favour of the Company as per the Consent Terms agreed between the parties for settling the said suit. The Defendants/Respondents in the said suit had paid to the Company, an amount of '' 1,000 lakhs

upon the passing of the consent decree and undertaken to pay a further amount of '' 3,900 lakhs on or before expiry of one year from the date of passing of the said decree, upon due payment of which, the consent decree shall be marked as fully satisfied. In accordance with the terms of the consent decree, the defendent/Respondent have made payment of '' 3,900 Lakhs in FY 2020-21 in full and the decree accordindly stands discharged.

Also, the entire claim settlement amount of '' 4,900 lakhs is treated as Capital Receipt (not taxable) based on available judgements with the Company and based on obtained written opinion from renowned tax expert.

42 The company has sold commercial units of Centrium and Art Guild House including Furniture & Fit outs to Wholly Owned Subsidiary (Offbeat Developers Pvt. Ltd.) for consideration of Rs. 31,002.58 Lakhs, having Carrying Value of Rs. 22,285.84 Lakhs resulting in profit of Rs. 8,716.75 Lakhs. Also sold of various parcel of land / lease rights (lying as CWIP) to Wholly Owned subsidiary (Plutocrate Commercial Real Estate Pvt. Ltd.) for consideration of Rs. 31,000 Lakhs, having Carrying Value of Rs.14,985.28 Lakhs, resulting in profit of Rs. 16,014.72 Lakhs. As per the terms of agreement, the amounts are payable within 1 year from the date of transaction and amount is yet to be realised.

43 Additional information as required as required u/s 186(4) of Companies Act, 2013 :

a Investment made in Body Corporate are mentioned in Note 6.

b Loans (including interest accured) given by the company to Body Corporate or Person are as under:

45 COVID Note:

COVID -19 outbreak was declared as a pandemic by the WHO, subsequent to which the Government of India had initiated a series of measures to contain the outbreak, including imposing multiple ''lock-downs'' across the country. This had posed significant challenges to the business of the Company. As per the directives of

the Central/State Governments it was mandated to close all business activities during the lockdown period and as a result of the same, operations of High Street Mumbai, was shut from March 24, 2020. The Central and State Governments had initiated steps to lift the lockdown and the Company had adhered to the same and it resumed its activities. Mall operations at High Street Phoenix, Mumbai had commenced. However, the State Government had imposed a further lockdown for a brief period . Post this, the mall had again begun its operations.

The Company''s operations have been impacted by the COVID-19 pandemic induced lockdowns..

In preparation of these financial statements, the Company has taken into account internal and external sources of information to assess the possible impacts of the pandemic, including but not limited to assessment of liquidity and going concern, recoverable values of its financial and non-financial assets.

In order to conserve its cash flows, the Company has availed moratorium offered by lenders as per the RBI guidelines on principal and interest for a period of 6 months.

The Company has also assessed the potential impact of Covid-19 on the carrying value of property, plant & equipment, trade receivables, and other current assets appearing in the financial statements of the Company.

In developing the assumptions and estimates relating to the future uncertainties in the economic conditions because of this pandemic, the Company as at the date of approval of financial statements and based on current estimates, expects to recover the carrying amounts of the assets including trade receivables as at 31.3.2021.

For recognition of revenues from mall operations, management has considered certain concessions/relief on rentals extended to its retailers/licensees for the period of lockdown as well as some further period considering the extended impact of the pandemic. Such concessions are determined based on ongoing discussions as well as those concluded and agreed with retailers/licensees on case to case basis. Considering the impact of such concessions given in lease rentals and other recoveries during the Financial Year 2020-21.

Considering the evolving nature of the pandemic, its actual impact in future could be different from that estimated as at the date of approval of these financial statements. The Company will continue to closely monitor uncertainties arising out of material changes to the future economic conditions.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1 Fair value of the Equity Shares are based on price quoted on stock exchange.

2 Fair value of unquoted equity shares and CCD''s is Fair value under level 3 of hierarchy Equity share in EWDL of '' 4,501.25 Lakhs & NCD of '' 10,000 Lakhs in TWDPL which are fully provided (Refer Note 40). Except same other CCD not being material carrying value is considered FV.

3 Fair value of Long term Borrowings is calculated based on discounted cash flow.

4 Fair value of Financial Assets & Financial Liability(except Long term Borrowings) are carried at amortised cost and is not materially different from it''s carrying cost.

B) Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company''s asset and liabilities, grouped into Level 1 to Level 3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

48 Financial risk Management:

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

• Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Foreign currency risk

The Company is exposed to insignificant foreign exchange risk as at the respective reporting dates. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates.

Almost 100% of the company''s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

Commodity and Other price risk

The Company is not exposed to the comodity and other price risk.

• Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup , engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings.

The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast specturm. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents an other investments

The Company is exposed to counter party risk relating to medium term deposits with banks.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

Cash and Cash equivalents, other Investments, Loans and other financial assets are neither past due nor impaired. Management is of the view that these financial assets are considered good and 12 months ECL is, accordingly, not provided.

• Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failture at the option of lenders, except where exemption is provided by lender.

49 Capital management

The primary objective of the Company''s capital management is to maximize the shareholder value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholder The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2021 and March 31, 2020.

51 Share-based payment arrangements:

A. Description of share-based payment arrangements i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 30,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2011.

2. 30,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2015.

Each option when exercised would be converted into one fully paid-up equity share of '' 2 each of the Company.”

B. Measurement of fair values

i. Equity-settled share-based payment arrangements

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

The requirement that the employee has to save in order to purchase shares under the share purchase plan has been incorporated into the fair value at grant date by applying a discount to the valuation obtained. The discount has been determined by estimating the probability that the employee will stop saving based on historical behavior.

52 The previous year figures have been regrouped, reworked and rearranged, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2018

1) Corporate Information:

The Company is a public limited company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The registered office of the company is located at 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.

The Company is engaged in the development and leasing of commercial and retail space. The principal place of business is at High Street Phoenix, 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.

These financial statements were approved and adopted by the Board of Directors of the Company in their meeting held on 8th May, 2018.

2) Basis of preparation of financial statements:

The Financial Statements have been prepared to comply in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Financial statements provide comparative information in respect of the previous year.

The significant accounting policies used in preparing financial statements are set out in Note 3 of the Notes on Financial Statements and are applied consistently to all the periods presented.

3. Use of significant accounting estimates, judgments and assumptions

In the process of applying the Company’s accounting policies, management has made the following estimates and judgements, which have significant effect on the amounts recognised in the financial statements:

(a) Depreciation and useful lives of Property, Plant and Equipment

Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company’s historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.

(b) Investment Property

Management has assessed applicability of Ind AS 40- Investment property to the property held to earn income from licensee fees. In assessing such applicability, management has considered the ownership of assets, terms of license agreement, various services provided to the licensee etc. The Company considers these other services as significant in addition to the License fees charged. Based on such assessment, the management has considered the mall property as owner-occupied property and hence classified as Property, Plant & Equipment.

(c) Recoverability of trade receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. The Company uses a provision matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

(d) Defined Benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(e) Treatment of Security Deposit for Lease Rentals

In assessing the applicability of Ind AS 32-Financial Instruments to security deposits received, the management has considered the substance of the transactions, terms and conditions of agreement and historical experience to conclude whether such security deposits meet the criteria of a financial liability. These deposits are primarily intended to secure compliance of the licensees’ obligations under the agreement and have no bearing on the license fees charged. Further, there is no contractual obligation to deliver cash or other financial asset to the said entity and can be adjusted against the dues, if any and therefore these have been treated as non- financial liability.

(f) Provisions:

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

(g) Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(h) Fair Value measurement:

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgements and assumptions.

4. Standards Issued but not Effective:

On March 28, 2018, the Ministry of Corporate Affairs (MCA) has notified Ind AS 115 - Revenue from Contract with Customers and certain amendment to existing Ind AS. These amendments shall be applicable to the Company from April 01, 2018.

(a) Issue of Ind AS 115 - Revenue from Contracts with Customers

Ind AS 115 will supersede the current revenue recognition guidance including Ind AS 18 Revenue, Ind AS 11 Construction Contracts and the related interpretations. Ind AS 115 provides a single model of accounting for revenue arising from contracts with customers based on the identification and satisfaction of performance obligations.

(b) Amendment to Existing issued Ind AS

The MCA has also carried out amendments of the following accounting standards:

i) Ind AS 21 - The Effects of Changes in Foreign Exchange Rates

ii) Ind AS 40 - Investment Property (Not applicable to the company)

iii) Ind AS 12 - Income Taxes

iv) Ind AS 28 - Investments in Associates and Joint Ventures and

v) Ind AS 112 - Disclosure of Interests in Other Entities

Application of above standards are not expected to have any significant impact on the Company’s Financial Statements.

The company has only one class equity shares having face value of ‘2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholders are also entitled to dividend as and when proposed by the Board of Directors and approved by Share holders in Annual General Meeting. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the Shareholders.

Note 5.1 Issue of shares for ESOP

During the period of five years immediately preceeding the reporting date, the company has issued total 304,388 shares (2017: 229,555 ) on exercise of options granted under the Employees Stock Options (ESOP), wherein part consideration was received in the form of employee services.

Nature & Purpose of Reserves & Surplus

1) Capital Reserve: Capital reserve represents reserve created pursuant to the business combinations upto year end.

2) Securities Premium Reserve: Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

3) Share Based Payment Reserve: Reserve relates to stock options granted by the Group to employees under an employee stock options plan.

4) General Reserve: General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

6. Disclosure as per Ind As - 19 “Employee Benefits”.

(A) Expenses recognised for Defined Contribution Plan :

Employer’s Contribution to Provident and Pension Fund Rs.29.67 Lakhs (PY Rs.25.37 Lakhs).

Employer’s Contribution to ESIC Rs.1.09 Lakhs (PY Rs.0.44 Lakhs)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(B) Expenses recognised Defined Benefit Plan:

The company provides gratuity benefit to it’s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

1. Salary escalation rate is arrived after taking into account regular increments, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2. Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated term of obligations.

3. Attrition rate/ withdrawal rate is based on Company’s policy towards retention of employees, historical data and industry outlook.

4. Expected contribution to defined benefit plans for financial year 2018-19 is Rs.3/- Lakhs. (P.Y. Rs.1.50 Lakhs.)

5. The above information is certified by actuary.

ix) Sensitivity analysis:

Increase/ (decrease) on present value of defined benefits obligations at the end of the year:

These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

7. The Company is mainly engaged in real estate activities catering to Indian customers. Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ‘Chief Operational Decision Maker’ as defined in Ind AS 108) monitors the operating results of the company’s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the company’s revenues.

8. The company provides units at its mall on License basis for which it charges license fee. The license agreements are generally for the period of 1 year to 5 years. The terms also provide for escalation of License fees and other charges on a periodical basis. Generally, the company has a right to terminate the license agreement by giving 6 months notice.

9. In view of the Ind As 24 “Related Parties Disclosures”, the disclosure in respect of related party transactions for the year ended on 31st March 2018 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company (Control Exists)

Alliance Spaces Private Limited

Alyssum Developers Private Limited (Subsidiary from 17/03/2017)

Big Apple Real Estate Private Limited Bellona Hospitality Services Limited Blackwood Developers Private Limited Butala Farm Lands Private Limited Enhance Holding Private Limited Gangetic Developers Private Limited Graceworks Realty & Leisure Private Limited

Insight Hotels & Leisures Private Limited (Subsidiary from 05/05/2017)

Island Star Mall Developers Private Limited Market City Management Private Limited Marketcity Resources Private Limited Mugwort Land Holdings Private Limited

Offbeat Developers Private Limited Palladium Constructions Private Limited Pallazzio Hotels and Leisure Limited Phoenix Hospitality Company Private Limited Pinnacle Real Estate Development Private Limited Plutocrat Assets and Capital Management Private Limited Sangam Infrabuild corporation Private Limited

Sparkle One Mall Developers Private Limited (Subsidiary from 29/08/2017) Savannah Phoenix Private Limited Upal Developers Private Limited Vamona Developers Private Limited

Category II : Associates of the Company

Classic Housing Projects Private Limited

Classic Mall Development Company Private Limited

Columbus Investment Advisory Private Limited (Associates from 04/10/2017)

Mirabel Entertainment Private Limited

Starboard Hotels Private Limited

Category III : Key Managerial Personnel

Category IV : Enterprises over which Key Managerial Personnel are able to exercise significant control

R.R.Hosiery Private Limited R.R. Hosiery

Phoenix Construction Company Phoenix Retails Private Limited Vigilance Developers Private Limited Padmashil Hospitality & Leisures Private Limited

Category V : Relatives of Key Managerial Personnel

Gayatri Ruia

Note : Figures in brackets are pertaining to the previous year.

1. The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.

2. Review of outstanding balances is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. These balances are unsecured and their settlement occurs through the normal banking channel.

3. Administrative expenses paid to subsidiaries include Rs.630.00 Lakhs (P.Y. Rs.503.21 Lakhs) paid to Marketcity Resources Pvt Ltd towards the provision of personnel services including one of the key managerial personnel.

Compensation of key management personnel:

The remuneration of director and other member of key management personnel during the year was as follows:

10. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs.2844.17 Lakhs (P.Y. Rs.2987.26 Lakhs) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2015-16. The disputed tax demand outstanding upto the said Assessment Year is Rs.5148.72 Lakhs (P.Y. Rs.2726.22 Lakhs). The Company as well as the Income Tax Department are in appeal before the Appellate Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department had issued a Demand Notice of ‘ Nil (P.Y. Rs.203.08 Lakhs) to the company, against which the company has filed an appeal with the Service Tax Tribunal. During the year the company received the Tribunal’s decision in it’s favour.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs.24.72 Lakhs (P.Y. Rs.24.72 Lakhs) are disputed by the Company. The Company has paid Rs.10 Lakhs and has also furnished a Bank Guarantee for Rs.14.71 Lakhs against the said P.F. demands to the P.F. authorities.

e. Other Claims against the company not acknowledged as debts of Rs.83.96/- Lakhs (P.Y ‘83.96/- Lakhs)

f.Outstanding guarantees given by Banks of ‘23.10 Lakhs (P.Y. Rs.27.70 Lakhs).

The above litigations in “b” and “d” are not expected to have any material adverse effect on the financial position of the company.

11. Municipal Corporation of Greater Mumbai has raised demand of Rs.1193.13 Lakhs towards property tax up to 31st March, 2018 As per the interim order of Bombay High Court 50% of the property tax demand has been paid by the company. The balance amount would be payable on the final outcome of the petition. The Company has made the necessary provisions in the books on conservative basis.

12. Project Development Expenditure

(In respect of Projects upto 31st March 2018, included under Capital Work-in-Progress)

Preoperative Income / Expenses transferred to capital work-in-progress:-

(i) Butala Farm Lands Private Limited is having investment in equity shares of fellow subsidiary company - Vamona Developers Private Limited.

(ii) Phoenix Hospitality Co. Private Limited is having investments in equity shares of fellow Subsidiaries - Alliance Spaces Private Limited and Palladium Constructions Private Limited as well as in the Associate company - Starboard Hotels Private Limited.

13. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17, 385 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. The conveyance of the said portion of Land, in favour of PHLL, is pending.

14. Exceptional items for the previous year ended 31st March, 2017 pertains to the reversal of interest of Rs.3,500 lakhs accrued on loan advanced to wholly owned subsidiary Pallazzio Hotels & Leisure Ltd.

15. The Company carries, as at the year end, Investments of ‘4,501.25 lakhs in the equity shares of Entertainment World Developers Limited (EWDL), Rs.10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL and interest accrued thereon, upto 31-03-2012, of Rs.1,432.51 lakhs (net of TDS). The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL has paid a part amount of Rs.1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments/ accrued Interest and has been shown under other liability. The Networth of EWDL/TWDPL has been eroded as per latest available unaudited accounts as at 31-03-2015. The Company’s Board has, out of abundant caution and as a prudent practice in line with the standard accounting practices, made an impairment provision of Rs.2,100 Lakh in the year ended 31st March 2016 and Rs.8,425 Lakh for the year ended 31st March 2015. While the Company would continue its efforts for the recovery of the dues against the put option exercised by it on the FCDs, in the opinion of the Board, considering the realisable value of assets of EWDL & its subsidiaries, the impairment provisions against these investments are adequate.

16. Capital work in progress includes Rs.10,511.29 Lakhs (P.Y.Rs.10,465.39 Lakhs) comprising mainly the cost incurred on acquiring long term tenancies on the plot of land admeasuring 7617.51 sq mtrs at High Street Phoenix. The Company is exploring various alternatives for the development of the said plot of land.

17. The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising there from, if any.

18. Additional information as required under Section 186 (4) of the Companies Act, 2013 :

a. Investment made in Body Corporate are mentioned in Note 7.

b. No Guarantee is given by the Company.

c. Loans given by the company to Body Corporate or Person are as under:

19. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the partnership firm have been finalised upto the financial year 2016-17. The details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

The Company has accounted for its share of loss amounting to Rs.1.98 Lakhs (P.Y.Rs.1.85 Lakhs) pertaining to the financial year 2016-17 in the year. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the firm.

20. Event after Reporting date :

The Board of Directors have recommended dividend of Rs.2.60 per fully paid up equity share of Rs.2 /- each, aggregating Rs.4684.34 lakhs, including ‘702.65 lakhs dividend distribution tax for the financial year 2017-18, which is based on relevant share capital as on March 31, 2018. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date / book closure.

21. Corporate Social Responsibility:

(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is Rs.323.48 Lakhs (P.Y. Rs.353.24 Lakhs ).

(b) Expenditure related to Corporate Social Responsibility is Rs.162.58 Lakhs (Previous Year Rs.90.13 Lakhs).

22 Fair Value of Financial Assets and Liabilities:

Set out below is the comparison by class of carrying amounts and fair value of Company’s financial instruments that are recognised in the financial statements.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1 Fair value of the Equity Shares are based on price quoted on stock exchange.

2 Fair value of unquoted equity shares and CCD’s is taken at net asset value.

3 Fair value of Long term Borrowings is calculated based on discounted cash flow.

4 Fair value of Financial Assets & Financial Liability(except Long term Borrowings) are carried at amortised cost and is not materially different from it’s carrying cost.

Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company’s asset and liabilities, grouped into Level 1 to

Level 3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no reclassification of financial instruments between level 2 and level 3 Reconciliation of fair value of measurement categorised within level 3 of the value hierarchy

23 Financial risk Management:

The Company’s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

- Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Foreign currency risk

The Company is exposed to insignificant foreign exchange risk as at the respective reporting dates.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates. Almost 100% of the company’s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

Increase/ (decrease) in Interest cost of Long term borrowings for the year:

Commodity and Other price risk

The Company is not exposed to the commodity and other price risk.

- Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup, engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings.

The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents an other investments

The Company is exposed to counter party risk relating to medium term deposits with banks.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

Exposure to credit risk

The gross carrying amount of financial assets, net of impairment losses recognised represents the maximum credit exposure. The maximum exposure to credit risk as at March 31.2018 and March 31, 2017 is as follows:

Cash and Cash equivalents, other Investments, Loans and other financial assets are neither past due nor impaired. Management is of the view that these financial assets are considered good and 12 months ECL is, accordingly, not provided.

- Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company’s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failture at the option of lenders, except where exemption is provided by lender.

24. Capital management

The primary objective of the Company’s capital management is to maximize the shareholder value. The Company’s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company’s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2018 and March 31, 2017.

For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits.

25. Share-based payment arrangements:

A. Description of share-based payment arrangements

i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 30,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2011. During the year 1,99,998 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOS 2011.

2. 30,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2015. During the year Nil Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOS 2015.

Each option when exercised would be converted into one fully paid-up equity share of Rs.2 each of the Company. The options granted under ESOP 2011 and options granted under the ESOS 2015 scheme carry no rights to dividends and no voting rights till the date of exercise.

B. Measurement of fair values

i. Equity-settled share-based payment arrangements”

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and nonmarket performance conditions attached to the arrangements were not taken into account in measuring fair value.

The requirement that the employee has to save in order to purchase shares under the share purchase plan has been incorporated into the fair value at grant date by applying a discount to the valuation obtained. The discount has been determined by estimating the probability that the employee will stop saving based on historical behavior.

26. The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year

The notes referred to above form an integral part of the Financial Statements

---

Mar 31, 2017

1. Use of significant accounting estimates, judgments and assumptions

In the process of applying the Company''s accounting policies, management has made the following estimates and judgments, which have significant effect on the amounts recognized in the financial statements:

(a) Depreciation and useful lives of Property, Plant and Equipment

Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company''s historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.

(b) Investment Property

Management has assessed applicability of Ind AS 40- Investment property to the property held to earn income from licensee fees. In assessing such applicability, management has considered the ownership of assets, terms of license agreement, various services provided to the licensee etc. The Company considers these other services as significant in addition to the License fees charged. Based on such assessment, the management has considered the mall property as owner-occupied property and hence classified as Property, Plant & Equipment.

(c) Recoverability of trade receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required.

The Company uses a provision matrix to determine impairment loss allowance on its trade receivables.

The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

(d) Defined Benefit plans

The cost of the defined benefit plan and other postemployment benefits and the present value of such obligation are determined using actuarial valuations. An

actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(e) Treatment of Security Deposit for Lease Rentals

In assessing the applicability of Ind AS 32-Financial Instruments to security deposits received, the management has considered the substance of the transactions, terms and conditions of agreement and historical experience to conclude whether such security deposits meet the criteria of a financial liability. These deposits are primarily intended to secure compliance of the licensees'' obligations under the agreement and have no bearing on the license fees charged. Further, there is no contractual obligation to deliver cash or other financial asset to the said entity and can be adjusted against the dues, if any and therefore these have been treated as non- financial liability.

(f) Provisions:

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgment to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

(g) Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Estimates and judgments are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. They are continuously evaluated.

(h) Fair Value measurement:

The Company measures financial instrument such as certain investments, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The company has only one class equity shares having face value of '' 2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholders are also entitled to dividend as and when proposed by the Board of Directors and approved by Share holders in Annual General Meeting. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the Shareholders.

Note 2

During the Financial year 2015-16, the Company undertook Private Placement, as authorized by the Board of Directors, for issuance of 7,991,907 Equity Shares of face value of '' 2/- each to Qualified Institutional Buyers at a price of Rs, 353.60/- per Equity Share, including share premium of Rs, 351.60/- per Equity Share, aggregating to Rs, 282.59/- crores in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 (SEBI ICDR Regulations) and Section 42 of the Companies Act, 2013 and the Rules made there under. The Private Placement issue was closed on 14/07/2015 and consequently, the said Equity Shares were allotted on 17/07/2015.

1. Salary escalation rate is arrived after taking into account regular increments, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2. Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated term of obligations.

3. Attrition rate/ withdrawal rate is based on Company''s policy towards retention of employees, historical data and industry outlook.

4. Expected contribution to defined benefit plans for financial year 2017-18 is Rs, 1.50/- Lakhs.

5. The above information is certified by actuary.

ix) Sensitivity analysis:

Increase/ (decrease) on present value of defined benefits obligations at the end of the year:

These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk. Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary risk

The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

30. The Company is mainly engaged in real estate activities catering to Indian customers. Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments.

Managing Director (the ''Chief Operational Decision Maker'' as defined in Ind AS 108) monitors the operating results of the company''s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the company''s revenues.

3. The company provides units at its mall on License basis for which it charges license fee. The license agreements are generally for the period of 1 year to 5 years. The terms also provide for escalation of License fees and other charges on a periodical basis. Generally, the company has a right to terminate the license agreement by giving 6 months notice.

4. In view of the Ind As 24 "Related Parties Disclosures", the disclosure in respect of related party transactions for the year ended on 31st March 2017 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company (Control Exists)

Alliance Spaces Private Limited

Alyssum Developers Private Limited (Subsidiary from 17/03/2017)

Blackwood Developers Private Limited

Bellona Hospitality Services Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Private Limited

Gangetic Developers Private Limited

Gangetic Hotels Private Limited

Graceworks Realty & Leisure Private Limited

Island Star Mall Developers Private Limited

Enhance Holding Private Limited

Market City Management Private Limited

Marketcity Resources Private Limited

Mugwort Land Holdings Private Limited

Offbeat Developers Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels and Leisure Limited

Pinnacle Real Estate Development Private Limited

Plutocrat Assets and Capital Management Private Limited

Phoenix Hospitality Company Private Limited

Sangam Infrabuild corporation Private Limited

Savannah Phoenix Private Limited

Upal Developers Private Limited

Vamona Developers Private Limited

Category II : Associates of the Company

Classic Housing Projects Private Limited

Classic Mall Development Company Pvt Ltd (Subsidiary upto 31/03/2017)

Escort Developers Private Limited (up to 31/03/2017)

Mirabel Entertainment Private Limited Starboard Hotels Private Limited

Category IV : Enterprises over which Key Managerial Personnel are able to exercise significant control

Ashok Apparels Private Limited R.R.Hosiery Private Limited R.R. Hosiery

Padmashil Hospitality & Leisure Private Limited Phoenix Retail Private Limited Vigilant Developers Private Limited Winston Hotel Private Limited Phoenix Construction Company

Category V : Relatives of Key Managerial Personnel

Gayatri Ruia

5. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs, 2,987.26 Lakhs (P.Y.Rs, 10,863.56 Lakhs) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2014-15. The disputed tax demand outstanding upto the said Assessment Year is Rs, 2,726.22 Lakhs. The Company as well as the Income Tax Department are

in appeal before the Appellate Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department had issued a Demand Notice of Rs, 203.08 Lakhs (P.Y. Rs, 203.08 Lakhs) to the company, against which the company has filed an appeal with the Service Tax Tribunal.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs, 24.72 Lakhs (P.Y. Rs, 24.72 Lakhs) are disputed by the Company. The Company has paid Rs, 10 Lakhs and has also furnished a Bank Guarantee for Rs, 14.71 Lakhs against the said P.F. demands to the P.F. authorities.

e. Other Claims against the company not acknowledged as debts of Rs, 83.96/- Lakhs (P.Y Rs,83.96/- Lakhs)

f. Outstanding guarantees given by Banks of Rs,27.70 Lakhs (P.Y. Rs, 27.70 Lakhs).

The above litigations are not expected to have any material adverse effect on the financial position of the company.

6. Municipal Corporation of Greater Mumbai has raised demand of Rs, 1193.13 Lakhs towards property tax up to 31st March, 2017

As per the interim order of Bombay High Court 50% of the property tax demand has been paid by the company. The balance

amount would be payable on the final outcome of the petition. Company has provided full amount of demand in the books on

conservative basis.

(i) Butala Farm Lands Private Limited is having investment in equity shares of subsidiary company - Vamona Developers Private Limited.

(ii) Phoenix Hospitality Co. Private Limited is having investment in equity shares of Subsidiary - Gracework Realty & Lesiure Private Limited, Alliance Spaces Private Limited, Palladium Constructions Private Limited & Associates - Starboard Hotels Private Limited, Gangetic Hotels Private Limited.

7. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. The conveyance of the said portion of Land, in favour of PHLL, is pending.

8. Exceptional items for the year ended 31st March, 2017 pertains to reversal of interest accrued of Rs, 3,500 lakh upto previous financial year on loan advance to wholly owned subsidiary Pallazzio Hotels & Leisure Ltd. For the year ended 31st March, 2016 pertains to impairment provision of Rs, 2,100 Lakhs on Investment in Entertainment World Developers Ltd, Treasure World Developers Pvt Ltd and provision for doubtful loans & advances of Rs,700 Lakhs. (Refer Note No. 41)

9. The Company carries, as at the year end, Investments of Rs,.4,501.25 lakhs in the equity shares of Entertainment World Developers Limited (EWDL), Rs, 10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL and interest accrued thereon, upto 31-03-2012, of Rs, 1,432.51 lakhs (net of TDS). The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL has paid a part amount of Rs, 1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments/ accrued Interest and has been shown under other liability. The Net worth of EWDL/TWDPL has been eroded as per latest available unaudited accounts as at 31-03-2015. The CompanyRs,s Board has, out of abundant caution and as a prudent practice in line with the standard accounting practices, made an impairment provision of Rs, 2,100 Lakh in the year ended 31st March 2016 and Rs, 8,425 Lakh for the year ended 31st March 2015. While the Company would continue its efforts for the recovery of the dues against the put option exercised by it on the FCDs, in the opinion of the Board, considering the realizable value of assets of EWDL & its subsidiaries, the impairment provisions against these investments are adequate.

10. Capital work in progress includes Rs, 10,465.39 Lakhs (P.Y. Rs, 10,417.49 Lakhs) comprising mainly the cost incurred on acquiring long term tenancies on the plot of land admeasuring 7617.51 sq mtrs at High Street Phoenix. The Company is exploring various alternatives for the development of the said plot of land.

11. The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising there from, if any.

12. Additional information as required under Section 186 (4) of the Companies Act, 2013 :

a. Investment made in Body Corporate are mentioned in Note 6.

b. No Guarantee is given by the Company.

The Company has accounted for its share of loss amounting to Rs, 1.85 Lakhs (P.Y.Rs, 1.74 Lakhs) pertaining to the financial year

2015-16 in the year. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalization of the accounts of the firm.

13. Event after Reporting date :

The Board of Directors have recommended dividend of Rs, 2.40 per fully paid up equity share of Rs, 2 /- each, aggregating Rs, 4,421.18 lakhs, including Rs, 747.58 lakhs dividend distribution tax for the financial year 2016-17, which is based on relevant share capital as on March 31, 2017. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date / book closure.

14. Corporate Social Responsibility:

(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is Rs, 353.24 Lakhs (P.Y. Rs, 332.03 Lakhs ).

(b) Expenditure related to Corporate Social Responsibility is Rs, 90.13/- Lakhs (Previous Year Rs, 36.27) Lakhs.

15. Fair Value of Financial Assets and Liabilities:

Set out below is the comparison by class of carrying amounts and fair value of Company''s financial instruments that are recognized in the financial statements.

*In respect of Investment in equity shares of EWDL having carrying value of Rs, 4501.24 Lakhs and in CCD''s of TWDPL having carrying value of Rs, 10,000 Lakhs, the financial information on the assets and liabilities position of these companies for determining the fair value for the current period is not available, same has been carried at cost.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The following methods and assumptions were used to estimate the fair values

1. Fair value of the Equity Shares are based on price quoted on stock exchange.

2. Fair value of unquoted equity shares and CCD''s is taken at intrinsic value.

3. Fair value of Long term Borrowings is calculated based on discounted cash flow.

4. Fair value of Financial Assets & Financial Liability(except Long term Borrowings) are carried at amortized cost and is not materially different from it''s carrying cost.

Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company''s asset and liabilities, grouped into Level 1 to Level

3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

16. Financial risk Management:

The Company''s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

- Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Foreign currency risk

The Company is exposed to insignificant foreign exchange risk as at the respective reporting dates.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.

Commodity and Other price risk

The Company is not exposed to the commodity and other price risk.

- Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular follow-up , engage with the customers, legal options / any other remedies available with the objective of recovering these outstanding. The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast specturm. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents another investments

The Company is exposed to counter party risk relating to medium term deposits with banks.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

Cash and Cash equivalents, other Investments, Loans and other financial assets are neither past due nor impaired. Management is of the view that these financial assets are considered good and 12 months ECL is, accordingly, not provided.

- Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failure at the option of lenders, except where exemption is provided by lender.

17. Capital management

The primary objective of the Company''s capital management is to maximize the shareholder value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2017 and March 31, 2016.

For the purpose of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits.

The following table lists the average inputs to the models used for the plans for the year ended 31 March 2017 Particulars Description of the inputs used

Expected volatility Expected volatility of the option is based on historical volatility, during a period equivalent to the option life, of

(weighted-average) the observed market prices of the Company''s publicly traded equity shares._

Expected dividends Dividend yield of the options is based on recent dividend activity.

Risk-free interest Risk-free interest rates are based on the government securities yield in effect at the time of the grant. rate (based on

government bonds)_

Option Exercise Option can be Exercise anytime in three year from the Vesting date.

Period_

18. Disclosure as required by Ind AS 101 - First time adoption of Indian Accounting Standards Exemptions Applied:

Ind AS 101 allows first time adopters certain exemptions from the retrospective application of certain Ind AS, effective for April 1, 2015 opening balance sheet.

The following exceptions to the retrospective application of other Ind AS as per Appendix D of Ind AS 101 are applied by the company :-

1 Deemed cost of Property,Plant and Equipment: (PPE)

The Company has opted to continue with the carrying value for all of its PPE as recognized in the financial statements as at the date of transition to Ind AS and measured as per previous GAAP and use that as its deemed cost as at the date of transition to Ind AS.

2 The Company has decided to disclose prospectively from the date of transition the following as required by Ind AS 19

i) The present value of the defined benefit obligation, the fair value of the plan assets and the surplus or deficit in the plan, and

ii) The experience adjustments arising on;

a) The plan liabilities expressed as either an amount or a percentage of the plan liabilities at the end of the reporting period; and

b) The plan assets expressed as either an amount or a percentage of the plan liabilities at the end of the reporting period.

3 Financial assets and liabilities:

The Company has financial receivables and payables that are non-derivative financial instruments. Under previous GAAP, these were carried at transactions cost less allowances for impairment, if any. Under Ind AS, these are financial assets and liabilities are initially recognized at fair value and subsequently measured at amortized cost, less allowance for impairment, if any. For transactions entered into on or after the date of transition to Ind AS, the requirement of initial recognition at fair value is applied prospectively.

4 Business Combination Exemption:

The Company has applied the exemption as provided in Ind AS 101 on non-application of Ind AS 103, "Business Combinations" to business combinations consummated prior to April 1, 2015 (the "Transition Date"), pursuant to which goodwill/capital reserve arising from a business combination has been stated at the carrying amount prior to the date of transition under Indian GAAP. The Company has also applied the exemption for past business combinations to acquisitions of investments in subsidiaries / associates / joint ventures consummated prior to the Transition Date.

5 Share-based payment transactions:

Ind AS 101 encourages, but does not require, first time adopters to apply Ind AS 102 Share based Payment to equity instruments that were vested before the date of transition to Ind AS. The Company has elected not to apply Ind AS 102 to options that vested prior to April 1, 2015.

6 Investments in subsidiaries and associates:

The Company has elected to measure investment in subsidiaries and associates at cost.

(e) Footnotes to the reconciliation of equity as at 1st April 2015 and 31st March 2016 and Statement of profit and loss for the year ended 31st March 2016: Notes:

I Expected Credit Loss (ECL) Provision : The Company has provided ECL as per Ind AS. Impact of ECL as on date of transition is recognized in opening reserves and changes thereafter are recognized in Statement of Profit and Loss .

II Fair Valuation of Financial Asset : The Company has valued Financial assets (other than investment in subsidiaries, associates which are accounted at cost) at fair value. Impact of fair value changes on the date of transition is recognized in opening reserve and changes thereafter are recognized in statement of Profit and Loss or Other Comprehensive Income as the case may be.

III Remeasurement gain/ (loss) on defined benefit plans : Under Ind AS, such obligation is recognized in other comprehensive income. Under previous Indain GAAP it was recorded in Statement of Profit and Loss.

IV Fair value of Employee Stock Option: Employee Stock Option has been accounted at fair value under Ind AS which were earlier accounted at intrinsic value under previous Indian GAAP

V Dividend and dividend distribution tax:-

Under Indian GAAP, proposed dividends were recognized as an adjusting event occurring after the balance sheet date however under the Ind AS proposed dividend are non adjusting events after the balance sheet date and hence recognized as and when approved by the Shareholders In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability for dividend for the year ended on 31st March, 2015 has been derecognized with corresponding impact in the retained earnings on 1st April, 2015

19. The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

---

Mar 31, 2016

NOTE 1.

Disclosure as per Accounting Standard 15 (Revised) "Employee Benefits".

(a) Defined Contribution Plan, recognised as expenses for the year are as under :

Employer''s Contribution to Provident and Pension Fund Rs. 2,287,369 (PY Rs. 1,571,302).

Employer''s Contribution to ESIC Rs. 24,084 (PY Rs. 71,430)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined Benefit Plan:

The company provides gratuity benefit to it''s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

NOTE 2.

The Company is mainly engaged in the development and operation of Malls and other real estate properties. All activities of the company revolve around this main business. As such, there are no separate reportable segments as per Accounting Standard 17 -''Segment Reporting''.

Disclosure in Respect of Material Related Party Transactions during the year:

i. Rent & other recoveries include received from Market City Resources (P) Rs. 16,078,608 (P.Y. Rs. 16,078,608), Pallazzio Hotels & Leisure Limited Rs. 14,514,301 (P.Y. Rs. 17,432,584), Big Apple Real Estate Pvt Ltd Rs. 12,506 (P.Y. Nil), Marketcity Management Company Pvt Ltd Rs. 6,85,235 (P.Y. Nil), Savannah Phoenix Pvt Ltd Rs. 68,64,956 (P.Y. Nil) and Mirabel Entertainment Pvt Ltd Rs. 80,66,335 (P.Y. Nil)

ii. Interest received include received from Offbeat Developers (P) Limited Rs. 108,130,193 (P.Y. Rs. 221,805,450), Vamona Developers (P) Limited Rs. 26,973,732 (P.Y. Rs. 106,403,871), Pallazzio Hotels & Leisure Limited Rs. 529,633,022 (P.Y. Rs. 385,902,830) and Graceworks Realty Leisure Pvt Ltd Rs. 100,750,386 (PY. Rs.. 98,865,206), Bellona Hospitality Services Ltd Rs. 7,356,631(P.Y. Nil), Big Apple Real Estate Pvt Ltd Rs. 28,234,225 (P.Y. Nil), Blackwood Developers (P) Ltd Rs. 4,368,452 (P.Y. Nil), Marketcity Resources Pvt Ltd Rs. 7,98,688 (P.Y. Nil), Phoenix Hospitality Company Pvt Ltd Rs. 11,253,979 (P.Y. Nil), Upal Developers Pvt Ltd Rs. 3,927,470 (P.Y. Nil), Gangetic Hotels Pvt Ltd Rs. 63,035,253 (P.Y. Nil) and Starboard Hotels Pvt Ltd Rs. 35,518,188 (P.Y. Nil)

iii. Administrative & other expenses include paid to Pallazzio Hotels & Leisure Limited Rs. Nil (P.Y. Rs. 4,462,279), Market City Resources Private Limited Rs. 37,123,260 (P.Y. 33,050,000), R.R Hosiery (P) Ltd. Rs. 3,645,254 (P.Y. Rs. 5,972,710), Offbeat Developers Pvt Ltd Rs. 8,478,452 (PY. Rs. 1,265,000), Bellona Hospitality Services Ltd Rs. 142,612 (P.Y. Nil), Savannah Phoenix Pvt Ltd Rs. 27,619 (P.Y. Nil) and R R Hosiery Rs. 1,953,600 (P.Y. Nil)

iv. Interest Paid to Classic Mall Developers Company Pvt Ltd Rs. 39,221,311 (P.Y. Nil).

v. Remuneration paid to Ashok Ruia Rs. 6,563,220 (P.Y. Rs. 6,000,000), Atul Ruia Rs. 65,63,220 (P.Y. Rs. 6,000,000) and Kiran Gandhi Rs. 400,000 (P.Y. Rs. 2,792,168)

vi. Loss from firm in Phoenix Construction Company Rs. 174,148 (P.Y. Rs. 512,497).

vii. Inter Corporate Deposit taken from Classic Mall Developers Company Pvt Ltd Rs. 1,500,000,000 (P.Y. Nil)

viii. Inter Corporate Deposit returned by the parties includes Deposits returned by Vamona Developers (P) Limited Rs. 775,956,153 (P.Y. Rs. 20,000,000), Graceworks realty & Leisure Pvt Ltd Rs. 100,000,000 (PY. Rs. 150,000,000), Big Apple Real Estate (P) Ltd. Rs. 50,000,000 (P.Y. Rs. 250,000,000), Offbeat Developers (P) Ltd. Rs. 1,879,019,033 (P.Y. Rs. 105,265,259), Bellona Hospitality Services Ltd Rs. 147,994,760 (P.Y. Nil), Blackwood Developers (p) Ltd Rs. 5,000,000 (P.Y. Nil), Marketcity Resources Pvt Ltd Rs. 65,000,000 (P.Y. Nil), Pallazzio Hotels & Leisure Pvt Ltd Rs. 1,435,020,000 (P.Y. Nil) and Starboards Hotels Pvt Ltd Rs. 159,821,170 (P.Y. Nil)

ix. Inter Corporate Deposits Given includes Deposits given to Vamona Developers (P) Limited Rs. 405,380,000 (P.Y. Nil), Pallazzio Hotels & Leisure Limited Rs. 1,521,045,808 (P.Y. Rs. 878,429,036), Graceworks realty & Leisure Pvt Ltd Rs. 137,000,000 (PY. Rs. 67,000,000), Big Apple Real Estate (P) Ltd Rs. 45,000,000 (P.Y. Rs. 136,500,000), Gangetic Hotels (P) Ltd. Rs. 211,409,000 (P.Y. Rs. 261,200,000), Offbeat Developers (P) Ltd Rs. 1,352,539,391 (P.Y. Rs. 1,241,642,108), Bellona Hospitality Services Ltd Rs. 120,691,328 (P.Y. Nil), Blackwood Developers (p) Ltd Rs. 86,200,000 (P.Y. Nil), Phoenix Hospitality Co Pvt Ltd Rs. 232,500,000 (P.Y. Nil), Upal Developers Pvt Ltd Rs. 89,350,000 (P.Y. Nil) and Starboard Hotels Pvt Ltd Rs. 630,500,000 (P.Y. Nil).

x. Capital Advances given towards capital goods to Offbeat Developers (P) Limited Rs. 320,000,000 (P.Y. Nil).

xi. Capital advances returned by Offbeat Developers (P) Limited Rs. Nil (P.Y. Rs.1,406,181,719).

xii. Deposit given to Island Star Mall Developers (P) Ltd. Rs. 125,000,000 (P.Y. Rs.185,000,000) and R R Hosiery Pvt Ltd Rs. 72,500,000 (P.Y. Rs.Nil).

xiii. Deposits returned by Island Star Mall Developers (P) Ltd. Rs.3,35,000,000 (P.Y. Rs.185,000,000) and Marketcity Resources Pvt Ltd Rs. 10,000,000 (P.Y. Rs. Nil).

xiv. Allotment of Preference share in Savannah Phoenix Pvt Ltd of Rs. 7,840,000 (P.Y. Nil).

xv. Investment in Shares/Application Money pending allotment Phoenix Hospitality Co Pvt Ltd Rs. 232,500,000 (P.Y. Rs. Nil) and Bellona Hospitality Services Ltd Rs. Nil (P.Y. Rs. 3,871,000).

xvi. Share /Debenture application money refund received/converted includes Refund received from Starboard Hotels (P) Ltd. Rs. Nil (P.Y. Rs. 138,399,900), Escort Developers Private limited Rs. Nil (PY Rs. 3,400,000), Pallazzio Hotels Leisures Ltd. Rs. Nil (P.Y. Rs. 810,000,000) and Phoenix Hospitality Co Pvt Ltd Rs. 232,500,000 (P.Y. Rs. Nil)

xvii. Investment in CCD of Pallazzio Hotels & Leisure Limited of Rs. Nil (P.Y. Rs. 727,000,000) and Starboard Hotels (P) Limited Rs. Nil (P.Y. Rs. 138,399,900). Invetsment in OFCD of Bellona Hospitality Services Ltd of Rs. 208,250,000 (P.Y. Nil), Pallazzio Hotels & Leisure Ltd of Rs. 824,654,192 (P.Y. Nil) and Savannah Phoenix Pvt Ltd Rs. 3,292,000 (PY Rs. Nil)

NOTE 3.

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 1,086,356,182 (P.Y. Rs. 1,113,142,797) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2013-14. The disputed tax demand raised upto the said Assessment Year is Rs. 424,219,328. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department had issued a Demand Notice of Rs. 2,03,07,932 (P.Y. Rs. 2,03,07,932) to the company, against which the company has filed an appeal with the Service Tax Tribunal.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs. 2,471,962 (P.Y. Rs. 2,471,962) are disputed by the Company. The Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against the said P.F. demands to the P.F. authorities.

e. Other Claims against the company not acknowledge of Rs. 8,395,942/- (P.Y 8,395,942/-)

f. Outstanding guarantees given by Banks Rs.2,769,969 (P.Y. Rs. 2,769,969).

g. The above litigations are not expected to have any material adverse effect on the financial position of the company.

NOTE 4.

The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. The conveyance of the said portion of Land, in favour of PHLL, is pending.

NOTE 5.

The Company carries, as at the year end, Investments of Rs. . 45,01,24,554/- in the equity shares of Entertainment World Developers Limited (EWDL), Rs. 10000 lacs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL and interest accrued thereon, upto 31-03-2012, of Rs. 14,32,51,068 (net of TDS). The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL has paid a part amount of Rs 19,18,80,000 in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments/ accrued Interest and has been shown under other current liability . The Networth of EWDL/TWDPL has been eroded as per latest available unaudited accounts as at 31-03-2014. The Company''s Board has, out of abundant caution and as a prudent practice in line with the standard accounting practices, Rs. 84,25,00,000 for the impairment of these investments in the Financial Year 2014-15. The Board has decided to further provide Rs. 21,00,00,000 towards the impairment of these Investments, as at 31st March, 2016. The Company has also made provisions, for loan given of Rs. 70,000,000.

While the Company would continue its efforts for the recovery of the dues against the put option exercised by it on the FCDs, in the opinion of the Board, considering the realisable value of assets of EWDL & its subsidiaries, the impairment provisions against these investments are adequate.

NOTE 6.

Capital work in progress includes Rs. 933,834,120 (P.Y. Rs. 933,834,120) comprising mainly the cost incurred on acquiring long term tenancies on the plot of land admeasuring 7617.51 sq mtrs at High Street Phoenix. The Company is exploring various alternatives for the development of the said plot of land.

NOTE 7.

Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs. 997,921 (P.Y. Rs. 9,89,845) in comparison to depreciation provided under the Companies Act, 1956.

NOTE 8.

The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising there from, if any.

NOTE 9.

Corporate Social Responsibility:

(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is Rs. 3,32,20,583 (P.Y. Rs. 3,50,12,702 )

(b) Expenditure related to Corporate Social Responsibility is Rs. 36,26,873/- (Previous Year Rs. 60,00,000).

NOTE 10.

The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

---

Mar 31, 2015

NOTE 1.

Out of Rs. 35,012,702/- to be expended towards CSR activities as per Sec 135 of the Companies Act , 2013, company has incurred an expenditure of Rs. 60,00,000/- in the year.

NOTE 2. Disclosure as per Accounting Standard 15 (Revised) "Employee Benefits".

(a) Defined Contribution Plan, recognised as expenses for the year are as under :

Employer's Contribution to Provident and Pension Fund Rs.1,571,302 (P.Y.1,131,596).

Employer's Contribution to ESIC Rs. 71,430 (P.Y.121,052)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined Benefit Plan:

The company provides gratuity benefit to it's employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

Note 3. The Company is mainly engaged in the development and operation of Malls and other real estate properties. All activities of the company revolve around this main business. As such, there are no separate reportable segments as per Accounting Standard 17 -'Segment Reporting'.

Note 4. In view of the Accounting Standard : AS 18 on Related Parties Disclosures, the disclosure in respect of related party transactions for the year ended on 31st March 2015 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company

Alliance Spaces Private Limited

Blackwood Developers Private Limited

Bellona Hospitality Services Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Private Limited

Classic Mall Development Company Private Limited

Gangetic Developers Private Limited

Graceworks Realty & Leisure Private Limited

Island Star Mall Developers Private Limited

Enhance Holdings Private Limited

Market City Management Private Limited

Marketcity Resources Private Limited

Mugwort Land Holdings Private Limited

Offbeat Developers Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels & Leisure Limited

Pinnacle Real Estate Development Private Limited

Plutocrat Assets and Capital Management Private Limited

Phoenix Hospitality Company Private Limited

Sangam Infrabuild corporation Private Limited

Upal Developers Private Limited

Vamona Developers Private Limited

Category II : Associates of the Company

Classic Housing Projects Private Limited

Escort Developers Private Limited

Galaxy Entertainment Corporation Limited

Galaxy Entertainment (India) Private Limited

Gangetic Hotels Private Limited

Mirabel Entertainment Private Limited

Phoenix Construction Company

Savannah Phoenix Private Limited

Starboard Hotels Private Limited

Category III : Key Managerial Personnel

Key Person Designation

Ashokkumar R Ruia Chairman & Managing Director

Atul Ruia Jt. Managing Director

Kiran B Gandhi Whole-time Director

Shishir Shrivastava Jt. Managing Director

Category IV : Enterprises over which Key Managerial Personnel are able to exercise significant control

Ashok Apparels Private Limited

R.R.Hosiery Private Limited

R.R. Hosiery Padmshil Hospitality & Lesiure Private Limited

Phoenix Retail Private Limited

Vigilant Developers Private Limited

Winston Hotel Private Limited

Category V : Relatives of Key Managerial Personnel

Gayatri A Ruia

B.R.International

Disclosure in Respect of Material Related Party Transactions during the year:

i. Rent & other recoveries include received from Market City Resources (P) Ltd. Rs.16,078,608 (P.Y. Rs. 16,078,608) and Pallazzio Hotels & Leisure Limited Rs. 17,432,584 (P.Y. 9,827,881).

ii. Interest received include received from Island Star Mall Developers (P) limited Rs. Nil (PY 17,108,881), Offbeat Developers (P) Limited Rs. 221,805,450 (P.Y. Rs. 188,264,822), Vamona Developers (P) Limited Rs. 106,403,871 (P.Y. Rs. 122,400,191), Pallazzio Hotels & Leisure Limited Rs. 385,902,830 (P.Y. Rs. 190,581,697) and Graceworks realty & Leisure Pvt Ltd Rs. 98,865,206 (PY. Rs. 79,339,422)

iii. Administrative & other expenses include paid to Market City Resources Private Limited Rs. 33,050,000 (Rs. 20,456,998), R.R Hosiery (P) Ltd. Rs. 5,972,710 (P.Y. Rs. 1,953,600), Pallazzio Hotels & Leisure Limited Rs. 4,462,279 (P.Y. Rs. 4,374,274) and Offbeat Developers Pvt Ltd Rs. 12,65,000 (PY. Rs. 5,270,621)

iv. Interest Paid to B.R. International Rs. Nil (P.Y. Rs. 8,972,730).

v. Remuneration paid to Ashok Ruia Rs. 6,000,000 (P.Y. Rs. 6,000,000), Atul Ruia Rs. 6,000,000 (P.Y. Rs. 6,000,000) and Kiran Gandhi Rs. 2,792,168 (P.Y. Rs. 3,769,615)

vi. Loss from firm in Phoenix Construction Company Rs. 512,497 (P.Y. Rs. 1,242,368).

vii. Inter Corporate Deposit returned by the parties includes Deposits returned by Vamona Developers (P) Limited Rs. 20,000,000 (P.Y. Rs. 438,000,000), Graceworks realty & Leisure Pvt Ltd Rs. 150,000,000 (PY. Rs. 232,500,000), Big Apple Real Estate (P) Ltd. Rs. 250,000,000 (P.Y. Rs. Nil), Classic Mall Development Company Pvt. Ltd. Rs. Nil (PY. Rs.230,000,000) and Offbeat Developers (P) Ltd. Rs. 105,265,259 (P.Y. Rs. Nil).

viii. Inter Corporate Deposits Given includes Deposits given to Vamona Developers (P) Limited Rs. Nil (P.Y. Rs. 389,857,980), Pallazzio Hotels & Leisure Limited Rs. 878,429,036 (P.Y. Rs. 426,038,306), Graceworks realty & Leisure Pvt Ltd Rs. 67,000,000 (PY. Rs. 607,000,000), Big Apple Real Estate (P) Ltd Rs. 136,500,000 (P.Y. Rs. 270,700,000), Gangetic Hotels (P) Ltd. Rs. 261,200,000 (P.Y. Rs. Nil) and Offbeat Developers (P) Ltd Rs. 1,241,642,108 (P.Y. Rs. Nil).

ix. Capital Advances given towards capital goods to Offbeat Developers (P) Limited Rs. Nil (P.Y. Rs. 591,568,976).

x. Capital advances returned by Island Star Mall Developers (P) Ltd. Rs. Nil (P.Y. Rs. 409,190,133) and Offbeat Developers (P) Limited Rs. 1,406,181,719 (P.Y. Rs. Nil).

xi. Deposit given to Island Star Mall Developers (P) Ltd. Rs. 185,000,000 (P.Y. Rs. Nil).

xii. Deposits returned by Island Star Mall Developers (P) Ltd. Rs.185,000,000 (P.Y. Rs. Nil) and Classic Mall Development Company Pvt. Ltd. Rs. Nil (P.Y. Rs. 6,038,517).

xiii. Investment in Shares/Application Money pending allotment Pallazzio Hotels & Leisure Limited Rs. Nil (P.Y. Rs. 810,000,000) and Bellona Hospitality Services Ltd Rs. 3,871,000 (P.Y. Rs. Nil).

xiv. Share /Debenture application money refund received/converted includes Refund received from Starboard Hotels (P) Ltd. Rs. 138,399,900 (P.Y. Rs. Nil), Pinnacle Real Estate Development Private Limited Rs. Nil (PY. Rs. 27,524,885),

Escort Developers Private limited Rs. 3,400,000 (PY Rs. 5,200,000) and Pallazzio Hotels & Leisure Ltd. Rs. 810,000,000 (P.Y. Rs. Nil).

xv. OCD redeemed of Classic Housing Projects (P) Limited Rs. Nil (P.Y. Rs. 124,800,000).

xvi. Investment in CCD of Pallazzio Hotels & Leisure Limited of Rs. 727,000,000 (P.Y. Rs. Nil) and Starboard Hotels (P) Limited Rs. 138,399,900 (P.Y. Rs. Nil).

xvii. Buy Back of the Equity shares includes share purchased from Palladium Constructions (P) Limited Rs. Nil (P.Y. Rs. 546,775,625)

xviii. Conversion of debentures to Equity includes Palladium Constructions Private Limited Rs. Nil (PY Rs. 1,161,300,000).

Note 5. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 1,113,142,797 (P.Y. Rs. 1,083,128,320) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2012-13. The disputed tax demand outstanding upto the said Assessment Year is Rs. 236,729,427. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department had issued a Demand Notice of Rs. 2,03,07,932 (P.Y. Rs. 2,03,07,932) to the company, against which the company has filed an appeal with the Service Tax Tribunal.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs. 2,471,962 (P.Y. Rs. 2,471,962) are disputed by the Company. The Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against the said P.F. demands to the P.F. authorities.

e. Other Claims against the company not acknowledge of Rs. 8,395,942/- (P.Y 8,395,942/-)

f. Outstanding guarantees given by Banks Rs. 2,769,969 (P.Y. Rs. 2,769,969).

g. The above litigations are not expected to have any material adverse effect on the financial position of the company.

Note 6. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels & Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. The conveyance of the said portion of Land, in favour of PHLL, is pending.

Note 7. The Investments of Rs. 57,92,70,269/-(including through wholly owned subsidiary) in the equity shares of Entertainment World Developers Limited (EWDL) and Rs. 100,00,00,000 in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL, which were considered as strategic and long term in nature, have been hitherto carried at cost in the Financial Statements. Interest income aggregating to Rs. 14,32,51,068 (net of TDS) was accrued on the said debentures upto 31st March 2012 and is outstanding as on 31st March, 2015. The company had exercised the put option available as per the Share & Debenture Subscription Deed for the said FCDs and EWDL has paid a part amount of Rs. 19,18,80,000 in November 2013 towards the same. Pending receipt of the balance consideration and the settlement of the matter, the amount received has not been adjusted against the investments/accrued Interest and has been shown under other current liability. The Company has been making all efforts towards settlement of the matter and for recovery of the balance dues against the above put option. There has been limited progress in the matter. The Company is exploring various options, including contractual remedies, for the recovery of its dues. However, the Company's Board has, out of abundant caution and as a prudent practice in line with the standard accounting practices, decided to provide Rs. 84,25,00,000 for the impairment of these investments, which is considered adequate at this stage The Company will continue its efforts for the recovery of the dues against the put option exercised by it and would endeavor to ascertain the realizable values of these Investments. The adequacy of the impairment provision would be reviewed annually based on the future developments.

Note 8. Capital work in progress includes Rs. 933,834,120 (P.Y. Rs. 878,084,120) comprising mainly the cost incurred on acquiring long term tenancies on the plot of land admeasuring 7617.51 sq mtrs at High Street Phoenix. The Company is exploring various alternatives for the development of the said plot of land

Note 9. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs. 997,921 (P.Y. Rs. 9,89,845) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserve and credited to Statement of Profit and Loss.

Note 10. The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising therefrom, if any.

Note 11. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31,2015. The above information, regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.

Note 12. The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2014

1. Disclosure as per Accounting Standard 15 (Revised) "Employee benefits" as notifed by the Companies (Accounting Standards) Rules, 2006.

(a) (Defined Contribution Plan, recognised as expenses for the year are as under :

Employer''s Contribution to Provident and Pension Fund Rs.1,131,596 (P.Y.1,216,584 ). Employer''s Contribution to ESIC Rs.121,052 (P.Y.196,011 )

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined benefit Plan:

The company provides gratuity benefit to it''s employees which is a Defined benefit plan. Te present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Te obligation for leave encashment is recognised in the same manner as gratuity.

vi) Reconciliation of Opening and Closing Balances of Fair Value of Plan Assets

2. The Company is mainly engaged in the development and operation of Malls and other real estate properties. All activities of the company revolve around this main business. As such, there are no separate reportable segments as per Accounting Standard 17 -''Segment Reporting'', as notifed by Companies (Accounting Standards) Rules, 2006.

3. In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notifed by the Companies (Accounting Standards) Rules 2006, the disclosure in respect of related party transactions for the year ended on 31st March 2014 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company

Alliance Spaces Private Limited

Blackwood Developers Private Limited

Bellona Finvest Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Private Ltd.

Gangetic Developers Private Limited

Graceworks Realty & Leisure Private Limited

Island Star Mall Developers Private Limited

Enhance Holding Private Limited

Market City Management Private Limited

Market City Resources Private Limited

Mugwort Land Holdings Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels & Leisure Limited

Pinnacle Real Estate Development Private Limited

Platinum Spaces Private Limited

Plutocrat Assets and Capital Management Private Limited

Phoenix Hospitality Company Private Limited

Sangam Infrabuild Corporation Private Limited

Upal Developers Private Limited

Vamona Developers Private Limited

Classic Mall Development Company Private Limited [w.e.f. 10th July, 2013]

Ofeat Developers Private Limited [w.e.f. 14th October, 2013]

Category II : Associates of the Company

Bartraya Mall Development Company Private Limited

Starboard Hotels Private Limite

Classic Mall Development Company Private Limited [ upto 9th July, 2013]

Classic Housing Projects Private Limited

Entertainment World Developers Limited

Escort Developers Private Limited

Galaxy Entertainment Corporation Limited

Galaxy Entertainment (India) Private Limited

Gangetic Hotels Private Limited

Mirabel Entertainment Private Limited

Ofeat Developers Private Limited [upto 13th October, 2013]

Phoenix Construction Company

Savannah Phoenix Private Limited

Category III : Key Managerial Personnel

Ashokkumar Ruia ) Chairman & Managing Director

Atul Ruia ) Jt. Managing Director

Kiran B Gandhi ) Whole-time Director

Shishir Shrivastava ) Group CEO and Jt. Managing Director

Pradumna Kanodia ) Whole-time Director

Category IV : Enterprises over which Key Managerial Personnel are able to exercise significant control

R.R.Hosiery Private Limited R.R. Hosiery

Phoenix Retail Private Limited

Winston Hotels Private Limited

Category V : Relatives of Key Managerial Personnel

Gayatri A Ruia B.R.International

Disclosure in Respect of Material Related Party Transactions during the year:

i. Rent & other recoveries include received from Market City Resources (P) Ltd. Rs. 16,078,608(P.Y. Rs. 50,646,804) and Pallazzio Hotels & Leisure Limited Rs.9,827,881 (P.Y. Rs.105,072,914).

ii. Interest received include received from Island Star Mall Developers (P) limited Rs.17,108,881(P.Y. Rs.78,422,453),Ofeat Developers (P) Limited Rs.188,264,822(P.Y. Rs.195,404,170), Vamona Developers (P) Limited Rs.122,400,191(P.Y. Rs. 61,616,585) and Pallazzio Hotels & Leisure Limited Rs.190,581,697 (P.Y. Rs. 105,238,038), Graceworks Realty & Leisure (P) Ltd. Rs.79,339,422(PY. Rs.1,781,534)

iii. Administrative & other expenses include paid to Market City Resources (P) Limited Rs. 20,456,998 (Rs. 9,860,000), R.R Hosiery (P) Ltd. Rs. 3,610,778(P.Y. Rs. 3,320,196), R.R Hosiery Rs. 1,953,600(P.Y. Rs. 1,953,600) and Pallazzio Hotels & Leisure Limited Rs.4,374,274 (P.Y. Rs.Nil ) Ofeat Developers Pvt Ltd Rs.5,270,621 (PY. Rs.Nil)

iv. Interest Paid to B.R. International Rs. 8,972,730(P.Y. Rs. 13,907,730).

v. Remuneration paid to Ashok Ruia Rs. 6,000,000 (P.Y. Rs. 6,000,000), Atul Ruia Rs.6,000,000 (P.Y. Rs. 6,000,000) and Kiran Gandhi Rs.3,769,615 (P.Y. Rs. 4,800,000)

vi. Loss from firm in Phoenix Construction Company Rs. 1,242,368 (P.Y. Rs.665,783).

vii. Capital withdrawn from firm in Phoenix Construction Company Rs.Nil(P.Y. Rs.1,123,600).

viii. Loan returned by parties include repayment from Ofeat Developers (P) Limited Rs. Nil (P.Y. Rs. 300,000,000).

ix. Loan given includes loan given to Pinnacle Developers (P) Limited Rs.27,524,885 (P.Y. Rs. Nil).

x. Inter Corporate Deposit returned by the parties includes Deposits returned by Vamona Developers (P) Limited Rs.438,000,000 (P.Y. Rs. 387,000,000), Graceworks Realty & Leisure Pvt Ltd Rs.232,500,000(PY. Rs. .12,000,000) Pallazzio Hotels & Leisure Limited Rs.Nil (P.Y Rs.70,000,000), Classic Mall Development Co. (P) Ltd. Rs.230,000,000 (PY. Rs.8,806,531)

xi. Inter Corporate Deposits Given includes Deposits given to Vamona Developers (P) Limited Rs.389,857,980 (P.Y. Rs.627,000,000), Pallazzio Hotels & Leisure Limited Rs.426,038,306(P.Y 466,000,000), Graceworks Realty & Leisure Pvt Ltd Rs.607,000,000(PY. Rs. 92,000,000)and Big Apple Real Estate (P) Ltd Rs. 270,700,000(P.Y. Rs.Nil)

xii. Capital Advances given towards capital goods to Island Star Mall Developers (P) Ltd. Rs. Nil(P.Y. Rs. . 40,000,000) and Ofeat Developers (P) Limited Rs. 591,568,976 (P.Y. Rs.203,556,801)

xiii. Capital advances returned by Island Star Mall Developers (P) Ltd. Rs.409,190,133 (P.Y. Rs.350,000,000) and Ofeat Developers (P) Limited Rs. Nil(P.Y. Rs.940,050,000) xiv. Deposit given to Ofeat Developers Private Limited Rs.Nil(P.Y. Rs.46,270,644) and Classic Mall Development Co. (P) Ltd. Rs. Nil(P.Y. Rs. 150,000,000)

xv. Deposits returned by Ofeat Developers Private Limited Rs.Nil(P.Y. Rs.111,027,194) and Classic Mall Development Co. (P) Ltd. Rs. 6,038,517(P.Y. Rs. 15,000,000) xvi. Investment in Shares/Application Money pending allotment Pallazzio Hotels & Leisure Limited Rs.810,000,000 (P.Y. Rs. Nil) , Savannah Phoenix (P) Ltd Rs. Nil (P.Y. Rs. 250,000)

xvii. Share /Debenture application money refund includes Refund received from Palladium Constructions (P) Limited Rs.Nil (P.Y. Rs.646,671) Phoenix Retail (P) Limited Rs.Nil (P.Y. Rs. 6,000,000), Pinnacle Development Pvt Ltd Rs.27,524,885 (PY. Rs.Nil), and Escort Developers Private limited Rs.5,200,000(PY Rs. Nil)

xviii. Investment in CCD/OCD/NCD includes Pallazzio Hotels & Leisure Limited Rs.Nil (P.Y. Rs. 857,779,110)

xix. OCD redeemed of Classic Housing Projects (P) Limited Rs. 124,800,000(P.Y. Rs. Nil).

xx. Purchase of Fixed Assets includes purchase from Ofeat Developers (P) Limited Rs. Nil(P.Y. Rs. 227,586,883).

xxi. Buy Back of the Equity shares includes share purchased from Palladium Constructions (P) Limited Rs.546,775,625 (P.Y. Rs. Nil)

xxii. Conversion of debentures to Equity includes Palladium Constructions Pvt Ltd Rs.1,161,300,000(PY Rs.Nil).

4. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 1,083,128,320(P.Y. Rs. 1,716,626,120) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2011-12. The disputed tax demand outstanding upto the said Assessment Year is Rs.196,489,732. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only afer the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department had issued a Demand Notice of Rs. 20,307,932 (P.Y. Rs.20,307,932) to the company, against which the company has fled an appeal with the Service Tax Tribunal.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs. 2,471,962 (P.Y. Rs. 2,471,962) are disputed by the Company. Te Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against the said P.F. demands to the P.F. authorities.

e. Disputed excise duty liability amounting Rs. NIL ( P.Y. Rs. 1,646,266).

f. Outstanding guarantees given by Banks Rs.2,769,969 (P.Y. Rs. 2,769,969).

5. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. Te Company has developed a mixed use retail structure on the said land. Te Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. Te conveyance of the said portion of Land, in favour of PHLL, is pending.

6. The Company has investments of Rs. 579,270,269 (including through wholly owned subsidiary) in the equity shares of Entertainment World Developers Limited (EWDL) and Rs. 100,00,00,000 in FCDs of Treasure World Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL, which are considered as strategic and long term in nature. Interest income was accrued on the said debentures upto 31st March 2012 aggregating to Rs. 143,251,068 ( net of TDS) remains outstanding as on 31st March, 2014. Te unaudited Financials of EWDL as at March 31, 2014 refect an erosion in its networth. EWDL & its SPVs hold properties which are stated at cost and not at their market values, in their respective financial statements. The company has exercised the put option available as per the Share & Debenture Subscription Deed for the said FCDs & EWDL has paid a part amount of Rs. 19,18,80,000 in November 2013 towards the put option. Pending receipt of the balance consideration and the settlement of the matter, amount received has not been adjusted against the investments/accrued Interest and has been shown under other current liability in Note 9. The management is considering various alternatives for the expeditious recovery of the dues against the said put option and hence no provision is recommended by the company''s management at this stage towards any possible diminution in the value of said investments.

7. Capital work in progress includes Rs. 985,903,467 comprising mainly the cost incurred on acquiring long term tenancies on the plot of land admeasuring 7617.51 sq mtrs at High Street Phoenix. Te Company is exploring various alternatives for the development of the said plot of land

8. Based on the valuation reports of the Government approved valuers, the Company has revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March, 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs.9,89,845 /- (P.Y. Rs. 981,310) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserve and credited to Statement of Profit and Loss.

9. Te matter of the levy of service tax on renting of immovable property has been sub judice. Te case of Home Solution Retailers of India and others v/s. Union of India and others [Delhi], had again challenged the constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance Act, 2010. Citing the reason of the matter being subjudice, many licensees had not paid the service tax component billed to them and accordingly in such cases, the Company too, has not deposited the service tax with the Government. Te Honorable Supreme Court in the case of the appeal fled by Retailers Association of India (RAI), has vide it''s order dated 14th October, 2011, as an interim measure, directed the association members to deposit ffy percent of the service tax dues for the period upto 30th September, 2011 with the authorities and provide surety for the balance amount. Te surety would be payable on the pronouncement of final verdict. Most of the licensees of the Company are members of the said association. Te service tax liability has been adjusted against the relevant receivables, to the extent, the licensees have provided the Company the proof of payment of service tax and surety to government authorities. As at 31st March, 2014, the disputed service tax for the period upto 30th September, 2011 on renting of immovable property not deposited on account of non payment by licensees amounts to Rs. 34,525,256/-. Te company does not expect the outcome of the matter to have any adverse efect on its financial position or results of operations.- 39. Te balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising therefrom, if any.

10. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. Te accounts of the partnership firm have been finalised upto the financial year 2012-13. Te details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

The Company has accounted for its share of loss amounting to Rs.(1,242,368) pertaining to the financial year 2012-13 in the year. Te share of Profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the firm.

11. Tere are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2014. Te above information, regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. Tis has been relied upon by the Auditors.

12. Te Ministry of Corporate Afairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfllment of conditions stipulated in the circular. Te Company has satisfed the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

13. Te previous year fgures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2013

1. Disclosure as per Accounting Standard 15 (Revised) "Employee Benefits" as notified by the Companies (Accounting Standards) Rules, 2006.

(a) Defined Contribution Plan, recognised as expenses for the year are as under :

Employer''s Contribution to Provident and Pension Fund Rs. 1,216,584 (P.Y. 1,289,201).

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined Benefit Plan:

The company provides gratuity benefit to it''s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

2. The Company is mainly engaged in the development and operation of Malls and other real estate properties. All Activities of the company revolve around this main business. As such, there are no separate reportable segments as per Accounting Standard 17 -''Segment Reporting'', as notified by Companies (Accounting Standards) Rules, 2006.

3. In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notified by the Companies (Accounting Standards) Rules 2006 : the disclosure in respect of related party transactions for the year ended on 31st March 2013 is as under:

a) RELATIONSHIPS CATEGORY

I : Subsidiaries of the Company

Alliance Hospitality Services Private Limited

Blackwood Developers Private Limited

Bellona Finvest Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Private Ltd.

Gangetic Developers Private Limited

Graceworks Realty & Leisure Private Limited

Market City Management Private Limited

Marketcity Resources Private Limited

Mugwort Land Holdings Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels and Leisure Limited

Pinnacle Real Estate Development Private Limited

Platinum Spaces Private Limited

Plutocrat Assets and Capital Management Private Limited

Phoenix Hospitality Company Private Limited

Sangam Infrabuild corporation Private Limited

Upal Developers Private Limited

Vamona Developers Private Limited

Island Star Mall Developers Private Limited [w.e.f. 28th March, 2013]

Category II : Associates of the Company

Bartraya Mall Development Company Private Limited

Starboard Hotels Private Limited

Classic Mall Development Company Private Limited

Classic Housing Projects Private Limited

Entertainment World Developers Limited

Escort Developers Private Limited

Galaxy Entertainment Corporation Limited

Galaxy Entertainment (India) Private Limited

Juniper Developers Private Limited

Mirabel Entertainment Private Limited

Offbeat Developers Private Limited

Savannah Phoenix Private Limited [w.e.f. 1st November , 2012]

Island Star Mall Developers Private Limited [ up to 27th March, 2013]

Category III : Other Related Parties where common control exists

B.R.International

R.R.Hosiery Private Limited

R.R. Hosiery

R.R. Textiles

Phoenix Construction Company

Phoenix Hospitality Company Private Limited

Phoenix Retail Private Limited

Category iv : Key Managerial personnel

Ashokkumar R. Ruia ) Chairman & Managing Director

Atul Ruia ) Jt. Managing Director

Kiran B. Gandhi ) Whole-time Director

Shishir Shrivastava ) Group CEO and Jt. Managing Director

Category V : Relatives of Key Managerial Personnel

Gayatri A Ruia

4. Contingent Liabilities not Provided for in respect of:-

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 171,662,6120 (P.Y. Rs. 183,047,500) net of advance paid.

b. The Income tax assessments of the Company have been completed up to Assessment Year 2010-11. The disputed tax demand outstanding upto the said Assessment Year is Rs. 120,972,257. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

c. The Service Tax Department has issued a Demand Notice of Rs. 20,307,932 to the company, against which the company has filed an appeal with the Service Tax Tribunal.

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs. 2,471,962 (P.Y. Rs. 2,471,962) are disputed by the Company. The Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against the said P.F. demands to the P.F. authorities.

e. Disputed excise duty liability amounting Rs. 1,646,266 ( PY. Rs. 1,646,266 )

f. Outstanding guarantees given by Banks Rs. 2,769,969 ( P. Y.Rs. 2,769,969).

g. Subsequent to Balance sheet date, in May 2013, the Company received a demand notice from Municipal Corporation for payment of Rs. 64,819889/- towards the arrears of property tax for the period from April, 2010 to March, 2013, based on the property''s capital value. The Company is in the process of verifying the correctness of the said Demand raised by Municipal Department, as well as ascertaining the probability of the said recovery from the licensees. Based on the outcome of the verification and legal opinion, the company may file the appeal to re-assess / recomputed the said demand.

5. The electricity charges recovered from licensees, which were earlier netted off with electricity expenses are now w.e.f. 1st April, 2012 reclassified and disclosed on gross basis as income and expenses. The corresponding figures for the previous year have also been accordingly reclassified.

6. Amount remitted in foreign currency on account of dividend:

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of the non- resident shareholders. The particulars of dividends declared and paid to non-resident shareholders, are as under:

7. Project Development Expenditure:

(In respect of Projects upto 31st March 2013, included under Capital Work-in-Progress) Preoperative Income / Expenses transferred to capital work-in-progress:

8. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, PaWazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007.The conveyance of the said portion of Land, in favour of PHLL, as per the said Agreement, will be made at any time after the completion of the construction of the Hotel but not before three years from the date of the said agreement with PHLL.

9. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs. 981310/- (P.Y. Rs. 1,005,006) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserve and credited to Statement of Profit and Loss.

10. The matter of the levy of service tax on renting of immovable property has been subjudice. The case of Home Solution Retailers of India and others v/s. Union of India and others [Delhi], had again challenged the constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance Act, 2010. Citing the reason of the matter being subjudice, many licensees had not paid the service tax component billed to them and accordingly in such cases, the Company too, has not deposited the service tax with the Government. The Honorable Supreme Court in the case of the appeal filed by Retailers Association of India (RAI), has vide it''s order dated 14th October, 2011, as an interim measure, directed the association members to deposit fifty percent of the service tax dues for the period upto 30th September, 2011 with the authorities and provide surety for the balance amount. The surety would be payable on the pronouncement of final verdict. Most of the licensees of the Company are members of the said association. The service tax liability has been adjusted against the relevant receivables, to the extent, the licensees have provided the Company the proof of payment of service tax and surety to government authorities. As at 31st March, 2013, the disputed service tax for the period upto 30th September, 2011 on renting of immovable property not deposited on account of non payment by licensees amounts to Rs. . 4,16,24,625/-. The company does not expect the outcome of the matter to have any adverse effect on its financial position or results of operations.

11. The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising therefrom, if any.

12. The Company is a partner in a partnership firm M/s Phoenix Construction Company. The accounts of the partnership firm have been finalised upto the financial year 2011-12. The details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

The Company has accounted for its share of loss amounting to Rs. 665,783 pertaining to the financial year 2011-12 in the year under report. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the firm.

13. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2013. The above information, regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors.

14. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

15. The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2012

Notes :

1) * Amount added on Revaluation ( as at 31.03.1985) Rs.18,48,43,610 (Net of Depreciation). Refer to Note No. 25

2) @ Represents write off on the basis of the period of the lease.

3) Lease Hold Land

a) Includes land taken on leased for period of 999 years as from 1951 renewal at the option for further like period.

b) Includes Rs. 2,66,38,617 (as revalued) leased in perpetuity against which there is no writeoff required.

4) Capital Work in Progress includes pre-operative expenses of Rs. -17,140,403/- ( P. Y. Rs. Nil) Refer to Note No. 39

Note :

@@ Represents Equity/Preference Shares held subject to a non-disposal undertaking to the lender bank stating that it shall not dispose / transfer /pledge /encumber these shares owned/held in the company until the loans taken by these companies are fully repaid to the bank.

* Out of 7,265 shares, 1,995 shares are held by a Bank in their name as security

Debtors include Rs. 14,200,142/- (Previous year : Rs. 20,527,108/-) from private limited companies in which a director is a director / member.

1. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a. Disputed excise duty liability amounting Rs. 1,646,266 ( P.Y. Rs. 1,646,266 )

b. Outstanding guarantees given by Banks Rs. 2,769,969 ( P. Y. Rs. 2,769,969 ).

c. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 183,047,500(P.Y. Rs. 24,081,092) net of advance paid.

d. Demand notices received on account of arrears of Provident Fund dues Rs. 2,471,962 aggregating to Rs. (P.Y. Rs. 2,471,962) are disputed by the Company. The Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against P.F. demands to the P.F. authorities.

e. The Income tax assessments of the Company have been completed up to Assessment Year 2009-10. The disputed tax demand outstanding upto the said Assessment Year is Rs. 51,996,382. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

2. The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement dated 30th March 2007. The conveyance of the said portion of Land, in favour of PHLL, as per the said Agreement, will be made at any time after the completion of the construction of the Hotel but not before three years from the date of the said agreement with PHLL.

3. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs. 1,005,006 (P.Y. Rs. 962,748) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserve and credited to Statement of Profit and Loss.

4. The matter of the levy of service tax on renting of immovable property has been subjudice. The case of Home Solution Retailers of India and others v/s Union of India and others [Delhi], had again challenged the constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance Act, 2010. Citing the reason of the matter being subjudice, many licensees had not paid the service tax component billed to them and accordingly in such cases, the Company too, has not deposited the service tax with the Government. Honorable Supreme Court in the case of appeal filed by Retailers Association of India (RAI) vide it's order dated 14th October, 2011, as on interim measure, directed association members to deposit fifty percent of the service tax dues for the period upto 30th September, 2011 with the authorities and provide surety for balance amount. The surety would be payable on the pronouncement of final verdict. Most of the licensees of the Company are members of association. To the extent, licensees have provided the Company the proof of payment of service tax and surety to government authorities, the service tax liability have been adjusted against the relevant receivables. As at 31st March, 2012, the disputed service tax for the period upto 30th September, 2011 on renting of immovable property not deposited on account on nonpayment by licensees amounts to Rs.72,870,076/-. The company does not expect the outcome of the matter to have any adverse effect on its financial position or results of operations.

5. The balances in respect of Trade Receivables & Payables, loans and advances, as appearing in the books of accounts are subject to confirmations by the respective parties and adjustments/reconciliation arising therefrom, if any.

6. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the partnership firm have been finalised upto the financial year 2010-11. The details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

The Company has accounted for its share of loss amounting to Rs. 42,432, pertaining to the financial year 2010-2011 in the current year. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the firm.

7. Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” as notified by the Companies (Accounting Standards) Rules, 2006.

(a) Defined Contribution Plan, recognised as expenses for the year are as under : Employer's Contribution to Provident and Pension Fund Rs. 1,289,201(P.Y. Rs. 1,137,059).

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined Benefit Plan:

The company provides gratuity benefit to it's employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

The company has funded its Gratuity obligation under Group Gratuity Policy managed by the Life Insurance Corporation (LIC) Of India. The disclosures stated above have been obtained from an independent actuary.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

8. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2012. The above information, regarding Micro, Small and Medium enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the Auditors

9. The Company is mainly engaged in the development and operation of Malls and other real estate properties. All Activities of the company revolve around this main business. As such there are no separate reportable segments as per Accounting Standard 17 -'Segment Reporting', as notified by Companies (Accounting Standards) Rules, 2006.

10. In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notified by the Companies (Accounting Standards) Rules 2006 , the disclosure in respect of related party transactions for the year ended on 31st March 2012 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company

Alliance Hospitality Services Private Limited [w.e.f. 23rd January, 2012]

Blackwood Developers Private Limited

Bellona Finvest Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Private Ltd.

Gangetic Developers Private Limited

Graceworks Realty & Leisure Private Limited [w.e.f. 23rd January, 2012]

Enhance Holdings Private Limited

(formerly Kalani Holdings Private Limited )

Market City Management Private Limited

Marketcity Resources Private Limited

Mugwort Land Holdings Private Limited [w.e.f. 31st August, 2011]

Palladium Constructions Private Limited

Pallazzio Hotels and Leisure Limited

Pinnacle Real Estate Development Private Limited

Platinum Spaces Private Limited [w.e.f. 23rd January, 2012]

Plutocrat Assets and Capital Management Private Limited

Phoenix Hospitality Company Private Limited [w.e.f. 23rd January, 2012]

Sangam Infrabuild corporation Private Limited [w.e.f. 16th March, 2012]

Upal Developers Private Limited

Vamona Developers Private Limited

Category II : Associates of the Company

Bartraya Mall Development Company Private Limited

Starboard Hotels Private Limited

(formerly Classic Software Technology Park Development Private Limited)

Classic Mall Development Company Private Limited

Classic Housing Projects Private Limited

Entertainment World Developers Limited

Escort Developers Private Limited

Galaxy Entertainment Corporation Limited

Galaxy Entertainment (India) Private Limited

Island Star Mall Developers Private Limited

Juniper Developers Private Limited

Mirabel Entertainment Private Limited [w.e.f. 23rd January, 2012]

Offbeat Developers Private Limited

Picasso Developers Private Limited

Ramayana Realtors Private Limited

Category III : Other Related Parties where common control exists

B.R.International

R.R.Hosiery Private Limited

R.R. Hosiery

R.R. Textiles

Phoenix Construction Company

Phoenix Hospitality Company Private Limited [upto 22nd January, 2012]

Phoenix Retail Private Limited

Category IV : Key Managerial Personnel

Ashokkumar R. Ruia ) Chairman & Managing Director

Atul Ruia ) Jt. Managing Director

Kiran B. Gandhi ) Whole-time Director

Shishir Shrivastava ) Group CEO and Jt. Managing Director

Category V : Relatives of Key Managerial Personnel

Gayatri A Ruia

Disclosure in Respect of Material Related Party Transactions during the year:

i. Rent & other recoveries include received from Market City Resources Pvt Ltd Rs. 50,646,804 (P.Y. Rs. 50,646,792), Phoenix Retails (P) Limited Rs. 6,280,986 (P.Y. Rs. 25,485,828), Pallazzio Hotels & Leisure Limited Rs. 16,308,742 (P.Y. 2,115,811) and Galaxy Entertainment Corporation Limited Rs. Nil (P.Y. Rs. 4,051,091).

ii. Interest received include received from Upal Developers (P) Ltd Rs. 13,330,423 (P.Y. Rs. 40,874,646), Entertainment World Developers L t d . Rs. Nil (P.Y. 587,100), Classic Mall Development Company (P) Limited Rs. 9,785,034 (P.Y. Rs. Nil), Island Star Mall Developers (P) Limited Rs. 52,387,158 (P.Y. Rs. 5,650,254) and Offbeat Developers (P) Limited Rs. 298,702,220 (P.Y. Rs. 1,697,946).

iii. Administrative & other expenses include paid to Market City Resources Private Limited Rs.16,690,500 (Rs. 36,972,000), B.R. International Rs. Nil (P.Y. Rs. 13,234,561) and R.R Hosiery (P) Ltd. Rs. 3,320,196 (P.Y. Rs. 3,398,874)

iv. Interest Paid to B.R. International Rs. 13,459,091 (P.Y. Rs. Nil)

v . Capital Investment in Partnership firm includes investments in Phoenix Construction Company Rs. 750,000 (P.Y. Rs. Nil).

vi. Loan returned by parties include repayment from Bellona Finvest Limited Rs. 6,125,000 (P.Y. Rs. 7,147,600), Pallazzio Hotels & Leisure Limited Rs. Nil (Rs. 215,000,000), Entertainment World Developers Ltd. Rs. Nil (P.Y. Rs. 2,50,587,100) and Offbeat Developers (P) Limited Rs. Nil (P.Y. Rs. 482,450,128).

vii. Loan given includes loan given to Pallazzio Hotels & Leisure Limited Rs. 440,000,000 (P.Y Rs. 50,000,000) Vamona Developers (P) Limited Rs. Nil (P.Y. Rs. 225,000,000), Offbeat Developers (P) Limited Rs. 300,000,000 (P.Y. Rs. 205,000,000), Island Star Mall Developers (P) Limited Rs. Nil (P.Y. Rs. 100,000,000) and Upal Developers (P) Limited Rs. Nil (P.Y. Rs. 48,412,500).

viii. Advances given towards capital Goods to Offbeat Developers (P) Limited Rs. 1,764,502,372 (P.Y. Rs. 568,287,013) and Island Star Mall Developers (P) Limited Rs. 607,500,000 (P.Y. Rs. Nil).

ix. Advance returned by Offbeat Developers (P) Limited Rs. 200,000,000 (P.Y. Rs. Nil).

x. Deposit given to Island Star Mall Developers (P) Limited Rs. 205,000,000 (P.Y. Rs. 5,000,000), R.R.Hosiery Rs. Nil (P.Y. Rs. 20,000,000), R.R. Hosiery (P) Ltd Rs. Nil (P.Y. Rs. 9,275,000), Vamona Developers (P) Limited Rs. 240,000,000 (P.Y. Rs. Nil).

xi. Deposit returned by Vamona Developers (P) Limited Rs. 257,596,439 (P.Y. Nil) and Upal Developers (P) Limited Rs. 240,000,000 (P.Y. Rs. Nil).

xii. Advance received against sale of Car Parking includes Pinnacle Real Estate Development Private Limited Rs.50,000 (P.Y. Rs. Nil), Market City Management Private Limited Rs. 50,000 (P.Y. Rs. Nil) Phoenix Retail (P) Ltd. Rs. 50,000 (P.Y. Rs. Nil).

xiii. Investment in Shares/Application Money pending allotment/Optional Convertible Debentures (OCD) includes Island Star Mall Developers (P) Limited Rs. Nil (P.Y. Rs. 185,053,088), Phoenix Hospitality Co (P) Ltd Rs. Nil (P.Y. Rs. 104,768,100), Classic Housing Projects (P) Limited Rs. Nil (P.Y. Rs. 160,033,340) and Big Apple Real Estate (P) Ltd Rs. 61,200,000 (P.Y. Rs. 73,400,000).

xiv. OCD redeemed of Classic Housing Projects (P) Limited Rs. 800,000,000 (P.Y. Rs. Nil).

xv. Investment in OCD includes Palladium Construction (P) Limited Rs. 1,161,300,000 (P.Y. Rs. Nil).

xvi. Allocation of common capital work-in-progress cost includes Pallazzio Hotels & Leisure Limited Rs. Nil (P.Y. Rs. 13,716,670).

xvii. Sale of land development rights to Offbeat Developers (P) Limited Rs. 269,100,003 (P.Y. Rs. 792,714,650).

xviii. Expenses incurred on behalf of Pallazzio Hotels & Leisure Limited Rs. 109,900,000 (P.Y. Rs. Nil).

xix. Purchase of Fixed Assets includes purchase from B. R. International Rs. 179,454,545 (P.Y. Rs. Nil).

xx. Remuneration paid to Ashok Ruia Rs. 6,000,000 (P.Y. Rs. 6,129,006), Atul Ruia Rs. 6,000,000 (P.Y. Rs. 8,537,400) and Kiran Gandhi Rs. 4,800,000 (P.Y. Rs. 4,800,000)

xxi. Profit / (Loss) from investment in Phoenix Construction Company Rs. (42,432) (P.Y. Rs. (329,071)).

xxii. Sundry Balances written off Galaxy Entertainment Corporation Limited Rs. 2,688,262 (P.Y. Rs. 4,210,422).

xxiii. Share Application money refund includes money refunded from Ramayana Merchant (P) Limited Rs. 4,83,33,375 (P.Y. Rs. Nil) and Picasso Developers (P) Limited Rs. 1,62,59,600 (P.Y. Rs. Nil)

11. PROJECT DEVELOPMENT EXPENDITURE

(In respect of Projects upto 31st March 2012, included under Capital Work-in-Progress) Preoperative Income / Expenses transferred to capital work-in-progress

Notes :

(i) Loans and Advances shown above are in the nature of loans which are repayable on demand and do not have any repayment schedule.

(ii) Loans to the subsidiaries (a) to (d) are interest free.

(iii) Butala Farm Lands Private Limited is having investment in equity shares of subsidiary company - Vamona Developers Private Limited.

(iv) Phoenix Hospitality Co. Pvt. Ltd. Is having investment in equity shares of Gracework Realty &Lesiure Pvt. Ltd.

12. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

13. The revised schedule VI notified under the Companies Act 1956 has become applicable to the Company during the current year. The previous year figures have been regrouped, reworked, rearranged and reclassified, wherever necessary, to conform to revised schedule VI classification and are to be read in relation to the amounts and other disclosures relating to the current year

---

Mar 31, 2011

1. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

i) Disputed excise duty liability amountingRs. 1,646,266 (P. Y. Rs. 11,376,598 )

ii) Corporate guarantee issued by the Company amounting to Rs. NIL (P. Y. Rs. 500,000,000) to secure financial assistance being availed by a subsidiary company.

iii) Outstanding guarantees given by Banks Rs. 2,769,969 (P. Y Rs. 2,769,969).

iv) Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs. 24,081,092 (P. Y Rs. 129,604,655 ) net of advance paid.

v) Demand notices received for damages / interest on account of arrears / late payments of E.S.I.C. (Rs. 354,903) and Provident Fund dues (Rs. 2,471,962) aggregating to Rs. 2,826,865 (P. Y Rs. 3,148,254) are disputed by the Company. The Company has paid Rs. 1,000,000 and has also furnished a Bank Guarantee for Rs. 1,471,165 against P.F. demands to the P.F. authorities.

vi) The Income tax assessments of the Company have been completed up to Assessment Year 2008-09. The disputed tax demand outstanding upto the said Assessment Year is Rs. 8,227,088. The company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

2. ADDITIONAL INFORMATION:

i) The Company has executed a non disposal undertaking to a lender bank stating that it shall not dispose / transfer / pledge / encumber any shares owned / held by it in its subsidiary company, Vamona Developers Private Limited, until the loan of Rs. 4,750,000,000, taken by Vamona Developers Private Limited is fully repaid to the Bank.

ii) The Company has created a charge, by way of mortgage, on 17,853 square meters of its land for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. The Company has transferred the rights of development of 2/3rd portion of 17,853 square meters of the said land to PHLL for the construction of a hotel, vide a Land Development Agreement. The conveyance of the said portion of Land, in favour of PHLL, will be made at any time after the completion of the construction of the Hotel but not before three years from the date of the agreement with PHLL.

3. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consisting of land including leasehold land and land leased in perpetuity, Buildings and Plants and Machinery as on 31st March 1985. Depreciation on revalued land, building and plant and machinery has been calculated as per the rates specifed by the valuers, which includes an additional charge amounting to Rs. 962,748 (P.Y. Rs. 952,660) in comparison to depreciation provided under the Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserve and credited to profit and Loss account.

4. The matter of the levy of service tax on renting of immovable property is subjudice. The case of Home Solution Retailers of India and others v/s. Union of India and others [Delhi], has again challenged the constitutional validity of Section 65(105) (zzzz) of the Finance Act, 1994 as amended by the Finance Act, 2010. Pending the outcome of the final decision, the Company has continued to levy the service tax on license fees, conducting fees, common area maintenance charges etc. billed to licensees, during the Financial Year 2010-11. However, citing the reason of the matter being subjudice, many licensees have not paid the service tax component billed to them and accordingly in such cases, the Company too, has not deposited the service tax with the Government, aggregating to Rs. 157,965,195 as at 31st March, 2011. The company does not expect the outcome of the matter to have any adverse effect on its financial position or results of operations.

The Balances of the sundry debtors are subject to confrmations from the respective parties and are pending reconciliations/adjustments arising on account of the service tax billed.

5. The balances in respect of sundry creditors, loans and advances, deposits pledged with excise authorities, either debit or credit as appearing in the books of accounts are subject to confrmations by the respective parties and adjustments/reconciliation arising therefrom, if any.

The Company has accounted for its share of loss amounting to Rs. 329,071, pertaining to the financial year 2009-2010 in the current year. The share of profit/loss for the current financial year will be accounted in the books of the Company on the finalisation of the accounts of the frm.

6. Disclosure as per Accounting Standard 15 (Revised) "Employee benefits" as notifed by the Companies (Accounting Standards) Rules, 2006.

a) Defned Contribution Plan, recognised as expenses for the year are as under : Employer's Contribution to Provident and Pension Fund Rs. 1,137,059 (P. Y. 1,341,096).

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

b) Defned benefit Plan:

The company provides gratuity benefit to it's employees which is a defned benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

The company has funded its Gratuity obligation under Group Gratuity Policy managed by the Life Insurance Corporation (LIC) Of India. The disclosures stated above have been obtained from an independent actuary.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certifed by the actuary.

7. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2011. The above information, regarding Micro, Small and Medium enterprises has been determined to the extent such parties have been identifed on the basis of the information available with the Company. This has been relied upon by the Auditors.

8. In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notifed by the Companies (Accounting Standards) Rules 2006 , the disclosure in respect of related party transactions for the year ended on 31st March 2011 is as under:

a) RELATIONSHIPS

Category I : Subsidiaries of the Company

Blackwood Developers Private Limited

Bellona Finvest Limited

Big Apple Real Estate Private Limited

Butala Farm Lands Pvt.Ltd. (w.e.f. 29.10.2010)

Gangetic Developers Private Limited

Enhance Holdings Private Limited

(formerly Kalani Holdings Private Limited )

Market City Management Private Limited

Marketcity Resources Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels and Leisure Limited

Pinnacle Real Estate Development Private Limited

Plutocrat Assets and Capital Management Private Limited

Upal Developers Private Limited

Vamona Developers Private Limited

Category II : Associates of the Company

Bartraya Mall Development Company Private Limited

Starboard Hotels Private Limited

(formerly Classic Software Technology Park Developers Private Limited)

Classic Mall Development Company Private Limited

Classic Housing Projects Private Limited

Entertainment World Developers Limited

Escort Developers Private Limited

Galaxy Entertainment Corporation Limited

Galaxy Entertainment (India) Private Limited

Island Star Mall Developers Private Limited

Juniper Developers Private Limited

Offbeat Developers Private Limited

Picasso Developers Private Limited

Ramayana Realtors Private Limited

Category III : Other Related Parties where common control exists

B.R.International

R.R.Hosiery Private Limited

R.R. Hosiery

R.R. Textiles

Phoenix Construction Company

Phoenix Hospitality Company Private Limited

Phoenix Retail Private Limited

Category IV : Key Management Personnel

Ashokkumar R. Ruia ) Chairman & Managing Director

Atul Ruia ) Jt. Managing Director

Kiran B. Gandhi ) Whole-time Director

Shishir Shrivastava ) Group CEO and Jt. Managing Director

Category V : Relatives of Key Management Personnel

Gayatri A Ruia

9. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfllment of conditions stipulated in the circular. The Company has satisfed the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

10. The previous year's fgures have been regrouped and / or recast wherever necessary so as to conform to the current year's classifcation.

---

Mar 31, 2010

1. Contingent Liabilities not Provided for in Respect Of:-

i) Disputed excise duty liability amountingRs.ll,376,598(P.Y.Rs. 11,376,598)

ii) 0ther claims against the Company amounting not acknowledged as debts-Rs.Nil.(P.Y.Rs.4,302,309)

iii) Corporate guarantee issued by the Company amounting to Rs. 500,000,000 (P.Y. Rs. 500,000,000 ) to securefinancialassistancebeingavailedbyasubsidiarycompany.

iv) 0utstanding guarantees given by Banks Rs.2,769,969 (P.YRs.2,679,969).

v) Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts isRs. 129,604,655 (P.YRs. 516,920,853) net of advance paid.

vi) Demand noticesreceivedfordamages/interestonaccountofarrears/late paymentsof ProvidentFund and E.S.I.C dues amounting to Rs. 3,148,254 are disputed by the Company. The Company has paid Rs. 1,000,000 against P.F. demands to the P.F. authorities and has also furnished a Bank Guarantee for Rs. 1,471,165.

vii) The Income tax assessments of the Company have been completed up to Assessment year 2005-06. However, the company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of later financial years. The impactthereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arisingthere from will be passed intheyearofthedisposalofthesaidappeals.

2. Based on the valuation reports of the Government approved valuers, the Company had revalued its assets consistingof land including leasehold land and land leased in perpetuity, Buildingand Plantand Machinery as on 31st March 1985. Depreciation on revalued land, buildingand plantand machinery has been calculated as per the rates specified by the valuers, which includes an additional charge amounting to Rs. 952,660 (P.Y. Rs. 941,989) in comparison to depreciation provided underthe Companies Act, 1956, and an equivalent amount has been withdrawn from Revaluation Reserveand credited to Profit and Loss account.

3. The Company continued to levy service tax on the license/conducting fees/common area maintenance charges and has accounted the corresponding service tax liability. During the Financial Year 2009-10, the matter of the levy of service tax on renting of immovable property is subjudice and therefore, most of the licensees have not paid the service tax component billed to them and the company has also not deposited the saidservicetaxamount.

The balances of thesundry debtors [licensees] aresubjectto confirmation from the respective partiesandare pendingreconciliations/adjustmentsarisingonaccountoftheservicetaxbilled.

4. The balances in respect of sundry creditors, loans and advances, deposits and fixed deposits pledged with excise authorities, either debit or credit as appearing in the books of accounts have been substantially confirmed bythe respective parties.

5. The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the Partner ship firm have been finali sedup to the financial year2008 -2009.Thedetail softhe CapitalAccounts of the Partners as perthe latest FinancialStatementsofthefirm areas under:-

The Company has accounted for its share of profit amounting to Rs. 133,811 pertainingto the financial year 2008-2009 in the current year. The share of profit/loss for the current financial year will be accounted in the books of the Company on thefinalisation of the accounts of the firm.

6. Disclosure as per Accounting Standard 15 (Revised) "Employee Benefits" as notified by the Companies (AccountingStandards) Rules, 2006.

(a)Defined Contribution Plan,recognised as expenses for the year are as under:

Employers Contribution to Providentand Pension FundRs. 1,341,096 (P.Y. 1,120,228)

The Company makes contributions towards provident fund and pension fund for qualifying employees to the Regional Provident Fund Commissioner.

(b) Defined Benefit Plan: The company provides gratuity benefit to its employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation usingthe Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in thesamemanneras gratuity.

9. Out of the total Rs. 980 crores raised through Qualified Institutional Placements (QIP), Rs. 848.63 crores have been spent towards projects, repayment of bank loans and QIP related expenses.The balance Rs. 131.17 crores are invested in mutual funds,bank deposits and intercor -porate deposits.

10. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstandingfor more than 45 days as at March 31, 2010. The above information, regarding Micro, Small and Medium enterprises has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon bythe Auditors.

11. The disclosure in respect of Segment information as per AccountingStandard : AS 17 on "Segment Reporting" notified by the Companies (AccountingStandards) Rules, 2006 is as under:

Notes:

i The Company has disclosed Business Segment as the primary segment. In the opinion of the Management, the Company is organised into two main business segments namely, Property & Related Services and Textile / Cloth Trading. Thesesegments have been identified in line with AS-17 on segment reporting. ii The activities of the Company being carried on totally within India, the information about Secondary Segment (GeographicSegments)is not required to begiven. iii Segment Revenue,result sandother information includes ther espective amounts identifia bletoeach of the segments as also amounts allocated on a reasonable basis. The items/information which relate to the Company asawholeand cannot bedirectly identified with any particular business segment have beenshownseparately.

12 In view of the Accounting Standard : AS 18 on Related Parties Disclosures as notified by the Companies (AccountingStandards) Rules 2006, thedisclosure in respect of related party transactions fortheyearended on 31st March 2010 is as under.

a) RELATIONSHIPS

Categoryk Subsidiaries of the Company

Blackwood Developers Private Limited

BellonaFinvest Limited

BigApple Real Estate Private Limited

Gangetic Developers Private Limited

Kalani Holdings Private Limited

Market City Management Private Limited

Marketcity Resources Private Limited

Palladium Constructions Private Limited

Pallazzio Hotels and Leisure Limited

Pinnacle Real Estate Development Private Limited

Plutocrat Assets & Capital Management Private Limited

Ruia Realtors Private Limited upto 25.02.2010

Upal Developers Private Limited

Vamona Developers Private Limited

Category II : Associatesof the Company

Bartraya Mall Development Company Private Limited

Starboard Hotels Private Limited

Classic Mall Development Company Private Limited

Entertainment World Developers Limited

Escort Developers Private Limited

Island Star Mall Developers Private Limited

Juniper Developers Private Limited

Offbeat Developers Private Limited

Picasso Developers Private Limited

Ramayana Realtors Private Limited



Category III: Other related parties where common control exists.

AshokApparels Private Limited

B.R. International

R.R.Hosiery Private Limited

R.R. Hosiery

R.R. Textiles

PhoenixConstruction Company

Phoenix Retail Private Limited

GalaxyEntertainmentCorporation Limited

Phoenix Hospitality Company Private Limited



Category IV: Key Management Personnel

Ashokkumar R. Ruia - Chairman & Managing Director

AtulRuia - Jt.ManagingDirector

ShishirShrivastava - Executive Director w.e.f. 18.03.2010

Kiran B.Gandhi - Whole-time Director



Category V: Relativesof Key Management Personnel

Amla A Ruia Gayatri A Ruia Atul A Ruia HUF Ashok Kumar Ruia HUF

14 Amount remitted in foreign currency on account of dividend:

The Company has not remitted any amount in foreign currencies on account of dividends duringthe year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividends declared and paid to non-residentshareholders, are as under:

15 DEFERREDTAX

Inaccordance with theAccounting Standard -AS 22 Accounting for Taxes on Income" as notified bythe Companies (Accounting Standards) Rules 2006, the company has created deferred tax assets of Rs.9,957,833/- for the currentyear.Thebreakupofthe net deferred tax assetason31stMarch,2010isasunder:

16. The previous years figures have been regrouped and / or recasted wherever necessary so as to conform to the current years classification.