Phoenix Mills Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 31, 2007, has considered and approved the merger of Ashok Ruia Enterprises Pvt Ltd ("AREPL") with the Company under Sections 391 and 394 of the Companies Act, 1956. The salient Features of the Scheme are as under: 1. The Appointed Date for the merger is April 01, 2007. 2. The share exchange ratio for the merger has been determined by independent valuers i.e. Haribhakti MRI Corporate Services Pvt Ltd and M/s. Dalal & Shah, Chartered Accountants. The share capital of the Company comprises of 1,22,50,000 equity shares of Rs 10/- each whereas the share capital of AREPL comprises of 50,00,000 equity shares of Rs 10/- each. Based on the recommendation of the independent valuers, every shareholders of AREPL holding 5 equity shares will be issued 8 equity shares of Rs 10/- of the Company. 3. The Merger Scheme is subject to requisite consent, approval of the requisite majority of the Shareholders, lenders, creditors of the Company, the Bombay High Court, and the permission or approval any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme. Further the Company informed that, Mr. Mahesh Iyer and / or Mr. Kiran Gandhi have been authorized to file applications and other documents for approval of the Scheme with the Bombay Stock Exchange Ltd, High Court of Judicatures at Bombay and other regulatory Authorities as may be required. With reference to the earlier announcement dated April 02, 2007 regarding the merger of AREPL with the Company, Phoenix Mills Ltd has informed BSE that AREPL has developed the concept known as "Market City", which are city center large scale mixed use retail and leisure led real estate projects typically in excess of 2 million sq. ft. which are very similar to the Company's flag ship project at Mumbai - "High Street phoenix". AREPL is also the owner of the brand "Market City" and has created the necessary bandwidth in terms of staffing, infrastructure and administrative support to undertake and execute such large projects under Market City Resources Pvt Ltd. The brand and entire management team of Market City Resources Pvt Ltd will also be merged with the Company. It has acquired large properties in Kurla-Mumbai, Whitefield-Bangalore, Vellachery-Chennai, Nagar Road-Pune, Raipur and has signed term sheets for other properties in Tier A & A - cities. AREPL has achieved financial closure for most of these projects. Kshitij / Horizon fund and ILFS fund are some of the Company's partners in some of these projects. As a result of the merger, the Company expect to be come a leader in the large format retail mall development space. (As Per BSE Announcement Website Dated on 03/04/2007) Phoenix Mills Ltd has informed BSE that pursuant to the direction given by the Hon'ble High Court of Bombay under section 391 of the Companies Act, 1956, a meeting of the Equity Shareholders of the Company will be held on August 02, 2007, for the purpose of considering and, if though fit, approving with or without modification(s), the Scheme of Amalgamation of Ashok Ruia Enterprises Pvt Ltd with the Company. (As Per BSE Announcement Website Dated on 26/06/2007) Phoenix Mills Ltd has informed BSE that pursuant to the directions given by the Hon'ble High Court of Bombay, the equity shareholders of the Company at its meeting held on August 02, 2007, have approved the Scheme of amalgamation of Ashok Ruia Enterprises Pvt Ltd with the Company, with requisite majority. Further the Company has informed that in a separate Extraordinary General Meeting, pursuant to Section 78 and Section 100 of the Companies Act, i956 the shareholders have also approved the utilization of Securities Premium account in the manner provided in the Scheme. (As Per BSE Announcement Website Dated on 02/08/2007) Phoenix Mills Ltd has informed BSE that that the Hon'ble High Court of Judicature at Bombay has sanctioned the Scheme of Amalgamation between Ashok Ruia Enterprise Pvt Ltd with the Company and their respective shareholders and creditors on September 14, 2007. The Scheme will become effective once the order is received from the Court and filed with the Register of Companies. (As per BSE Announcement Website dated on 17/09/2007) Phoenix Mills Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 06, 2007, inter alia, has considered and approved the following: In accordance with the Order of the Hon'ble High Court, Mumbai sanctioning the Scheme of Amalgamation of Ashok Ruia Enterprises Pvt Ltd ("AREPL"), the Company has approved the allotment of 80,00,000 Equity shares of Rs 10/- each fully paid_up in the ratio of 8 new equity shares for 5 existing equity shares of AREPL to the following: 1. Ashokkumar R Ruia - 160 No of shares allotted 2. Atul A Ruia - 160 No of shares allotted 3. Benoy Developers Pvt Ltd - 79,99,680 No of shares allotted. (As Per BSE Announcement Website Dated on 08/10/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of The Phoenix Mills Limited (Scrip Code: 503100, ISIN No: INE211B01021) are listed and permitted for trading on the Exchange with effect from Monday, October 22, 2007. Securities : 80,00,000* Equity Shares of Rs.10/- each issued to shareholders of erstwhile M/s. Ashok Ruia Enterprises Private Limited pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 19135757 to 27135756 * These shares are ranking pari-passu with the old equity shares of the company. 2. Trading members may please note that 80,00,000 Equity shares issued pursuant to the scheme of amalgamation, are under loc-in as per details given below : No. of Shares Details of Dist. Nos. Date upto which lock in 60,00,000 19135757 - 25135756 25/10/2008 20,00,000 25135757 - 27135756 25/10/2010 80,00,000 TOTAL 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Court of Bombay vide its order dated September 14, 2007. b) Appointed Date: April 01, 2007. c) Effective Date: October 01, 2007. d) Date of Allotment: October 06, 2007. e) Exchange Ratio - For every 5 (five) fully paid up equity shares of Rs.10/- each fully paid up held in erstwhile M/s Ashok Ruia Enterprises Private Limited, 8 (Eight) fully paid up equity share of Rs.10 /- each of the company have been issued. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 19/10/2007)