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Phoenix Mills Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 28, 2008, inter alia, to consider the following matters:

1. Audited Annual Accounts of the Company for the year ended March 31, 2008.

2. Unaudited financial results for the quarter ended June 30, 2008 (Q1).

3. Allotment of shares to the shareholders of Ruia Real Estate Development Company Pvt. Ltd. Pursuant to the Order of the Hon’able High Court, Bombay sanctioning the Scheme of Arrangement between Ruia Real Estate Development Company Pvt. Ltd. and the Company.

Phoenix Mills Ltd has informed BSE that the Compensation Committee of Directors of the Company at its meeting held on June 10, 2008, inter alia, have considered and approved the following ;

1. Adjustments to the total number of options due to sub-division in face value of equity shares from Rs 10/- to Rs 2/- per share. Consequent to the adjustments made, the total number of options covered under The Phoenix Mills Employees Stock Option Plan 2007
(”ESOP Scheme 2007″) shall be 33,90,000 Options. Each Option when exercised would be convened into one Equity Share of Rs 2/- each.

2. Grant of 5,50,000 stock options to the employees of the Company and its subsidiaries
under ESOP Scheme 2007. The grant has been made on the terms and conditions mentioned in ESOP Scheme 2007.

Phoenix Mills Ltd has informed BSE that a meeting of the Compensation Committee of the Board of Directors of the Company will be held on June 10, 2008, inter alia, to consider and approve the following:

- The grant the options under the Employee Stock Option Scheme, 2007 to eligible
employees.

Phoenix Mills Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on April 22, 2008, inter alia, to consider and approve the following:

1. The Quarterly Financial Result for the quarter ended March 31, 2008 (Q4).

2. The Limited Review Report of the Statutory Auditor for the above quarterly result.

Phoenix Mills Ltd has informed BSE that pursuant to the direction given by the Hon’ble High Court of Bombay, the Equity Shareholders at its meeting held on April 15, 2008, has approved the Scheme of arrangement proposed to be made between the Company and the shareholders of the Company in the nature of amalgamation of Ruia Real Estate Development Company Pvt Ltd with the Company (”the Scheme”).

The Company has further informed that the Shareholders, in a separate Extraordinary General Meeting, have also approved the utilisation of Securities Premium account in the manner provided in the Scheme.

Phoenix Mills Ltd has informed BSE that the Company has through investments in Palladium Constructions Pvt Ltd and Platinum Hospitality Services Pvt Ltd., acquired, a parcel of land at Rajaji Nagar, Bangalore. The acquisition has been funded through equity contribution from Phoenix along with another larger Real Estate Investor.

Yatra Capital Ltd (”Yatra”), the first Euronext quoted, Indian Real Estate Investment Company, has co-invested with Phoenix in 2 SPVs. Yatra has invested Rs 109 crores in Palladium Constructions Pvt Ltd and Rs 62 crores in Platinum Hospitality Services Pvt Ltd.

Through this investment, Yatra has acquired a 30% stake in both these Companies and Phoenix will hold the balance 70% stake.

Phoenix Mills Ltd has informed BSE that the Company has invested in Palladium Constructions Pvt Ltd and Platinum Hospitality Services Pvt Ltd, 2 project specific SPVs, which have in turn acquired, a parcel of land admeasuring 67,735 sq. mtrs at Rajaji Nagar, Bangalore. Phoenix will own 70% stake in both the Companies.

The cost of the land including stamp duty and registration charges is Rs 352 crores.

The location is very central and the Company believes that this property will add great value to the “Market City” concept that the Company is currently developing across the Country.

This development is expected to give the Company a significant branding and profiling as a Retail Format Developer provider in South-India.

Phoenix Mills Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on April 15, 2008, inter alia, to sanction of Scheme of Arrangement between Ruia Real Estate Development Company Pvt Ltd (RREDCPL) and The Phoenix Mills Ltd (PML) and their respective Shareholders and Creditors (”the Scheme”) by the Hon’ble High Court of Judicature at Bombay under Sections 391 to 394 read with Sections 78, 100 to 103 and other relevant provisions of the Companies Act, 1956, the Securities Premium Account to the extent available on the Effective Date shall be utilized to adjust the difference between the value of net assets of RREDCPL transferred to and recorded by PML pursuant to the Order of the High Court and the face value of shares allotted by PML, in case of there being a shortfall.

Further resolved that, pursuant to the provisions of Sections 78, 100 to 103 and all other applicable provisions, if any, of the Companies Act, 1956, and Article 17 and 23 of the Articles of Association of the Company and subject to sanction of Scheme of Arrangement between Ruia Real Estate Development Company Pvt Ltd and The Phoenix Mills Ltd and their respective Shareholders and Creditors (”the Scheme”) by the Hon’ble High Court of Judicature at Bombay under Sections 391 to 394 read with Sections 78, 100 to 103 and other relevant provisions of the Companies Act, 1956, all costs and expenses incurred as per Clause 18 of the Scheme as well as other costs, whether of the transferor or of the transferee Companies, incidental with the finalisation of this Scheme, including all costs incurred for the merger of Ashok Ruia Enterprises Pvt Ltd (”AREPL”) into PML as well as other costs, whether expenses in connection with excise and label re-registrations, all advisory fees, stamp duly charges, meeting expenses, professional fees, consultant fees & expenses and any other expenses or charges attributable to the implementation of the above Schemes, shall be borne by PML and, be adjusted against the Securities Premium Account in the books of PML.

Resolved further that the adjustment to the Securities Premium Account as mentioned in the above two paragraphs shall be subject to maximum of Rs 500 Crores (Rupees Five Hundred Crores only).

Phoenix Mills Ltd has informed BSE that pursuant to an Order made on the March 07, 2008, the Hon’ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Company will be held on April 15, 2008, for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in ?the Scheme of Arrangement (’the Scheme’) between Ruia Real Estate Development Company Pvt Ltd (Transferor Company) and The Phoenix Mills Ltd (Transferee Company) and their respective Shareholders and Creditors.