Proceedings of 39th Annual General Meeting of Phoenix International Limited held on 30th Septemebr, 2026 at 01:00 PM (IST)

PHOENIX PHOENIX INTERNATIONAL LIMITED compliance@phoenixindia.com Ref.: PINTL/SEC/ BSE/AGM 2026 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 Sub: Proceeding of the 39th Annual General Meeting (“AGM”). Dear Sir/ Madam, We wish to inform you that the 39" Annual General Meeting (‘AGM') of the Company was held on Wednesday, the 30t September, 2026, at 01:00 P.M. (IST) through Video Conferencing (‘VC”)/ Other Audio-Visual Means (‘OAVM’). The voting results of the 39" Annual General Meeting of the Company along with the Scrutinizer’s Report will be submitted with the Stock Exchanges in due course. In compliance with the Regulation 30 read with Part A (13) of Schedule IlI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we are enclosing herewith a summary of AGM proceedings as Annexure -1. The 39" Annual General Meeting of the Company concluded at 01:20 P.M. Kindly take the same on record. Thanking you, Yours faithfully, Director & Company Secretary DIN: 00026857 Phoenix International Limited CIN: L74899DL1987PLC030092 Telephone No.— 011 25747696, 25751934/35/36 Registered Address: 3" Floor, Gopala Tower, 25 Rajendra Place, New Delhi-110008 PHOENIX INTERNATIONAL LIMITED compliance@phoenixindia.com Anngxgrg—] ummary of proceedionfg tsh h Annual ral Meeting (‘AGM’/’Meeting’, r: of the Company The 39" Annual General Meeting ('AGM') of the Members of Phoenix International Limited (“Company”) was held on Wednesday, the 30t September, 2026, at 01:00 P.M. (IST) through Video Conferencing (‘VC”)/ Other Audio Visual Means (‘OAVM’). Mr. Narender Kumar Makkar, Company Secretary & Compliance Officer welcomed all the members present and introduced all the Board Members and other officials present at the meeting. The following Directors and officials were present at the 39t AGM of the Company: S.No. | Name of Director/ Officials Designation 1: Paruvatharayil Mathai Alexander | Non-Executive - Non-Independent Director 2. Mr. Narender Kumar Makkar Executive Director, Chief Financial Officer, Company Secretary and Compliance Officer 3. Mr. Arun Gupta Non-Executive - Independent Director 4, Mrs. Pushpa Joshi Non-Executive - Independent Director S. Mr. Korde Tushar Deepak Chief Executive Officer 6. Mrs. Indu Sisodia Secretarial Auditor 7. Mr. Parvesh Sharma Statutory Auditor Total of 146 Members attended the meeting through Video Conferencing Mr. Narender Kumar Makkar informed the shareholders that pursuant to the circulars as issued by the Ministry of Corporate Affairs & Securities and Exchange Board of India, the Annual General Meeting was conducted through Video Conferencing facility provided by NSDL. He further informed that the Company provided remote e-voting facility to the members to cast their vote between 9:00 A.M. (IST) of Sunday, 27" September, 2026 till 5:00 P.M. (IST) of Tuesday, 29*" September, 2026. It was also informed to the members that the Annual Report for the year 2025-26 including the Notice of AGM, had been emailed to the members on 05" September, 2026 and the same are also available on the website of the Stock Exchange as well as company. The Directors present at the meeting decided to appoint Mr. Narender Kumar Makkar, as Chairman of the Meeting. Phoenix International Limited CIN: L74899DL1987PLC030092 Telephone No.-011 25747696, 25751934/35/36 Registered Address: 3™ Floor, Gopala Tower, 25 Rajendra Place, New Delhi-110008 PHOENIX PHOENIX INTERNATIONAL LIMITED compliance@phoenixindia.com Mr. Narender Kumar Makkar, chaired the Meeting. The requisite quorum being present, the Chairman called the Meeting to order and welcomed all the shareholders to the meeting. The Chairman delivered his speech and thereafter informed that Notice of the 39" Annual General Meeting, the Report of the Board of Directors, and the Financial Statements including Auditor's Report thereon for the Financial Year 2025-26 were taken as read as the same was circulated to the Members. There were no qualifications, reservations, disclaimer or adverse remarks in the Statutory Auditor's Report. The Chairman informed that the Secretarial Audit Report contains observations concerning promoter and promoter-group shares not being fully dematerialised, a delay in prior intimation of the Board meeting held on 10* February, 2026, and certain ROC filings made with additional fees, and that these matters, together with the explanations, are set out in the Annual Report. The following items of Business as set out in the notice convening 39" AGM were placed for members' consideration and approval: S. No. Particulars Type of Resolution Ordinary Business 1. To receive, consider and adopt the Audited Financial Ordinary Resolution 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. 2. To appoint Mr. Paruvatharayil Mathai Alexander (DIN: Ordinary Resolution 00050022) who retires by rotation and being eligible, offers himself for re-appointment. Special Business 3. Approval for Related Party Transactions - material Ordinary Resolution 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. Key points discussed in the meeting included: 1. Financial Performance: On a standalone basis, revenue from operations (sale of shoe uppers and parts and rental income) stood at Rs. 27.59 crore against Rs. 24.04 crore in the previous year, a growth of about 14.77%. Total income was Rs. 27.94 crore (previous year Rs. 24.47 crore), profit before tax Rs. Phoenix International Limited CIN: L74899DL1987PLC030092 Telephone No.- 011 25747696, 25751934/35/36 Registered Address: 3" Floor, Gopala Tower, 25 Rajendra Place, New Delhi-110008 PHOENIX PHOENIX INTERNATIONAL LIMITED compliance@phoenixindia.com 5.45 crore (previous year Rs. 3.88 crore) and profit after tax Rs. 2.61 crore (previous year Rs. 1.70 crore). The Board has not recommended any dividend for the year, in view of the Company's future funding requirements. 2. Economic and Industry Environment: The Indian footwear industry continues to see opportunities for growth, driven by rising domestic demand, government incentives and export opportunities. The Company remains attentive to changing customer preferences and market requirements, while staying watchful of competitive intensity and input cost movements. 3. Shoe Segment: Revenue from the sale of shoe uppers and parts at the Chennai manufacturing operations was Rs. 6.46 crore against Rs. 5.55 crore in the previous year, an increase of about 16.40%. Sales in this segment in the first quarter of 2026-27 have already exceeded Rs. 2.30 crore. 4. Lease Rental Business: Rental income increased to Rs. 21.13 crore from Rs. 18.49 crore in the previous year, an increase of about 14.28%. The Company continues to focus on effective management of its properties and appropriate rental revisions wherever commercially feasible. 5. Industrial Relations and Personnel: Industrial relations remained harmonious during the year, and the Company continues its efforts to retain experienced and skilled talent. 6. Corporate Governance: The Company emphasised transparency, accountability, fairness and effective communication with stakeholders. The Board is supported by the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders' Relationship Committee. The Chairman also drew the attention of members to the observations in the Secretarial Audit Report and the Board's explanations thereto, as set out in the Annual Report. 7. Acknowledgments and Future Outlook: The Chairman thanked the shareholders, customers, dealers, suppliers, financial institution [Showing first 8,000 characters — download PDF for full document]