Scrutinizer''s Report of 39th AGM of Phoenix International Limited along with Voting Results.

PHOENIX INTERNATIONAL LIMITED compliance@phoenixindia.com Date: 30-09-2026 Department of Corporate Services BSE Limited P.J. Towers, Dalal Street, Fort, Mumbai – 400001 Scrip Code: 526481, Scrip Symbol: PHOENXINTL ISIN: INE245B01011 Subject: Submission of Scrutinizer’s Report & Voting Results under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 Dear Sir/Ma’am, Please find enclosed herewith the Scrutinizer's Report dated 30th September, 2026 and Voting Results under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as received from Shri. Anant Kumar Mishra, Practicing Chartered Accountant, who was appointed as the scrutinizer for conducting the e-voting process. The resolutions as set out in the AGM Notice were duly approved by the members, with requisite majority. Kindly take the same on record. Thanking you, Yours faithfully For Phoenix International Limited (Narender Kumar Makkar) Company Secretary and Compliance Officer Phoenix International Limited CIN: L74899DL1987PLC030092 Telephone No. – 011 25747696, 25751934/35/36 Registered Address: 3rd Floor, Gopala Tower, 25 Rajendra Place, New Delhi-110008 /= a| ANANT AND CO [ - ’ Chartered Accountants j | UGF1, Lower Ground Floor. Jeevan deep Buildings, Sansad Marg, Delhi 110006 \._— " Phone: 8800545557, E-Mail : Mishra.anant@gmail.com MGT-13 Consolidated Scrutinizer's Report [Pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014] The Chairman of the Thirty Ninth Annual General Meeting Phoenix International Limited 3rd Floor, Gopala Tower 25, Rajendra Place, New Delhi-110008 Sub: Consolidated Scrutinizer's Report on remote e-voting and electronic voting at the 39* Annual General Meeting of Phoenix International Limited held on Wednesday, 30™ September, 2026 at 01:00 PM. through video conferencing / other audio-visual means. Dear Sir, I, Anant Kumar Mishra, of M/s Anant & Co., Practicing Chartered Accountant had been appointed as the scrutinizer by the Board of Directors of M/s Phoenix International Limited ("the Company") pursuant to the provisions of Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Section 108 of the Companies Act, 2013 & Rule 20 of the Companies (Management & Administration) Rules, 2014, for the purpose of scrutinizing the process of remote e-voting and electronic voting at the 39t Annual General Meeting (AGM) of the Company in a fair & transparent manner and ascertaining the requisite majority for passing of resolutions as contained in the notice convening the 39th AGM of the Company held on 30t September, 2026. The Company had appointed National Securities Depository Limited ("NSDL") for providing the facility to its shareholders to exercise their votes on the resolutions as set out in the notice of the 39t AGM by way of remote e-voting and electronic voting conducted during the 39t AGM held on 30t September, 2026. The management of the Company is responsible for ensuring compliance with the provisions of the Companies Act, 2013 and rules made thereunder relating to voting through electronic means on the resolutions proposed in the notice of the 39t AGM. My responsibility as scrutinizer is to ensure that the voting process through electronic means is conducted in a fair and transparent manner and render consolidated scrutinizer's report of the total votes cast 'in favour' or 'against’, if any, to the Chairman or his authorized representative, on the resolutions based on the votes cast and reports generated from the electronic voting system, provided by NSDL, the authorized agency engaged by the Company to provide facility of remote e-voting and electronic voting during the AGM. ANANT AND CO Chartered Accountants UGF1, Lower Ground Floor. Jeevan deep Buildings, Sansad Marg, Delhi 110006 Phone : 8800545557, E-Mail: Mishra.anant@gmail.com In this regard, I submit as under: 1. The public advertisement with respect to dispatch of notice of AGM and conducting of remote e-voting and electronic voting during the AGM was published in English newspaper 'The Financial Express’ and in Hindi newspaper 'Jansatta’ on 7th September, 2026. 2. The shareholders of the Company holding shares on the "cut-off date" i.e. Wednesday, 23rd September, 2026, were entitled to vote on the resolution(s) proposed as set out in the notice of the AGM. 3. The remote e-voting period remained open from 09.00 A.M. on Sunday, 27t September, 2026 and ended on Tuesday, 29'h September, 2026 at 05.00 P.M. The shareholders who did not exercise their voting rights through remote e-voting and who were present at the AGM through VC, were entitled to vote at the AGM by electronics means. 4. After closure of voting during the AGM, the electronic system recording the voting, provided by NSDL, was unblocked by me on 30t: September, 2026 around 02:18 P.M. Thereafter, the details containing, inter-alia, the list of Equity Shareholders who voted "in favour" or "against" on each of the resolution that was put to vote, were generated from the electronic voting website of NSDL Based on the scrutiny of the aforesaid data, it is observed that e 182 members had casted vote through remote e-voting; e 3 members casted vote through electronic voting at the AGM. I also submit herewith the consolidated voting results in respect of the resolutions contained in the notice of the 39th AGM as under: Ordinary Business Resolution No.1: Ordinary Resolution To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and the Auditors thereon: Votes in Favor Votes Against Invalid Votes Mode Voting No. of Voting Voters | No. of Votes % Voters Votes % No. of Votes Remotee- | 1.7 | 12714272 | 9999 | 5 1302 | 0.01 . Voting e-Voting at AGM 3 6 100.00 - 0.00 - Total 180 | 12714278 | 99.99 5 1302 0.01 - @\‘ ANANT AND CO Chartered Accountants UGF1, Lower Ground Floor. Jeevan deep Buildings, Sansad Marg, Delhi 110006 \._—_____/ Phone: 8800545557, E-Mail : Mishra.anant@gmail.com Resolution No.2: Ordinary Resolution To appoint Mr. Paruvatharayil Mathai Alexander (DIN: 00050022), pursuant to Section 152 of the Companies Act, 2013, who retires by rotation and being eligible, offers himself for re-appointment. Votes in Favor Votes Against Invalid Votes Mode Voting No.of | Voting Voters | No. of Votes % Voters Votes % No. of Votes Remotee- | 7 | 12714272 | 9999 | 5 1302 | 0.01 - Voting e-Voting at AGM 3 6 100.00 - - 0.00 - Total 180 | 12714278 | 99.99 5 1302 0.01 - Special Business: Resolution No.3: Ordinary Resolution Approval for Related Party Transactions - material related party transaction for the sale of Shoes Upper by the Company to M/s Focus Energy Limited, of the transaction value not exceeding Rupees 20 Crore, for the financial year 2026-27, in ordinary course of business, at arm'’s length prices. Votes in Favor Votes Against Invalid Votes Mode Voting No. of Voting Voters | No. of Votes % Voters R % No. of Votes Remotee- | 106 | s10222 | 9975 | s 1302 | 025 12204050* Voting e-Voting at AGM 3 6 100.00 - - 0.00 Total 169 510228 99.75 5 1302 0.25 12204050* *Votes cast in favour by 11 related-party members (holding 12204050 shares) have not been counted, as related parties are required to abstain from voting on this resolution under Regulation 23(4) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. /= na| ANANT AND CO ‘ %, Chartered Accountants | | UGF1, Lower Ground Floor. Jeevan deep Buildings, Sansad Marg, Delhi 110006 \._____“ Phone : 8800545557, E-Mail : Mishra.anant@gmail.com Based on the aforesaid results, [ report that the resolutions set out in the notice of the 39t AGM held on 30t Septem [Showing first 8,000 characters — download PDF for full document]