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PHOENIX INTERNATIONAL LIMITEDCIN: L74899DL1987PLC030092

Regd. Office : 3 Floor, Gopala Tower, 25 Rajendra Place, New Delhi-110008Tel: (91-11) 2574 7696, 2575 1934/35/36, Fax: (91-11) 2575 1937/38

E-mail: narendermakkar@yahoo.com, Website: www.phoenixindia.com

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 31ST ANNUAL GENERAL MEETING OF THE MEMBERS OF PHOENIXINTERNATIONAL LIMITED WILL BE HELD ON FRIDAY, THE 28TH DAY OF SEPTEMBER, 2018 AT 10.00 A.M. AT LOKKALA MANCH, 20 INSTITUTIONAL AREA, LODHI ROAD, NEW DELHI - 110003, TO TRANSACT THE FOLLOWINGBUSINESSES:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company (including Audited consolidatedfinancial statements) for the financial year ended March 31, 2018 together with the Reports of the Board of Directorsand the Auditors thereon.

2. To appoint a Director in place of Mr. Narendra Aggarwal (DIN: 00027347), who retires by rotation and being eligible,offers himself for re-appointment.

3. To ratify the appointment of the Auditors and fix their remuneration and in this regard to consider and if thought fit, topass with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and such other applicable provisions, if any, of theCompanies Act, 2013 and the Companies (Audit and Auditors) Rules 2014, as amended from time to time, pursuantto the recommendations of the Audit committee of the Board of Directors and pursuant to the resolution passed by themembers at the Annual General meeting held on September 29, 2014, the appointment of M/s Pradip Bhardwaj &Co., Chartered Accountants (ICAI Firm Registration No. 013697C) as the Auditors of the Company to hold office tillthe conclusion of the Thirtieth Annual General Meeting be held in the year 2017, be and is hereby ratified and that theBoard of Directors be and is hereby authorised to fix the remuneration payable to them plus service tax, out of pocketexpenses, travelling etc. for the financial year ending March 31, 2018, as may be agreed upon between the Board ofDirectors of the Company and the Auditors in connection with Statutory Audit and /or continuous audit under theCompanies Act, 2013.”

For and on behalf of the Board of DirectorsFor Phoenix International Limited

Place : New Delhi P.M AlexanderDate : 13.08.2018 Chairman

NOTES: -

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXIES IN ORDER TO BE VALID AND EFFECTIVE MUST BE LODGED AS PER THE FORMATINCLUDED IN THE ANNUAL REPORT AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48HOURS BEFORE THE TIME FOR HOLDING THE MEETING. Proxies submitted on behalf of limited companies,societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued by theMember organization.

A person can act as a proxy on behalf of Members (not exceeding 50 Members) and holding in the aggregate notmore than 10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% ofthe total share capital of the Company carrying voting rights may appoint a single person as proxy and such personshall not act as a proxy for any other person or a Member.

b) Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send tothe Company, a certified copy of the Board Resolution authorising their representative to attend and vote on theirbehalf at the Meeting.

c) The register of members and shares transfer books of the Company will remain closed from 22.09.2018 To 28.09.2018.

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e) In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitledto vote.

f) All documents referred to in the Notice and the accompanying Statement are available for inspection by the Membersat the registered office of the Company on all working days between 10.00 a.m. to 4.00 p.m. up to the date of thisAnnual General Meeting.

g) Members who hold shares in single name and physical form are advised to make nomination in respect of theirshareholding in the Company.

h) Non-Resident Indian Members are requested to inform the Company’s Registrars and Transfer Agents, immediatelyof:

a) Change in their residential status on return to India for permanent settlement.

b) Particulars of their bank account maintained in India with complete name, branch, account type, account numberand address of the bank with pin code number, if not furnished earlier.

i) SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities market,deletion of name of deceased holder, transmission/transposition of shares. Members are requested to submit thePAN details to their Depository Participant in case of holdings in dematerialized form and to the Company’s Registrarsand Transfer Agents, mentioning their correct reference folio number in case of holdings in physical form.

j) Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bankdetails, NECS, mandates, nominations, power of attorney, change of address/ name, PAN details, etc. to their DepositoryParticipant only and not to the Company’s Registrars and Transfer Agents. Changes intimated to the DepositoryParticipant will then be automatically reflected in the Company’s records which will help the Company and its Registrarsand Transfer Agents to provide efficient and better service to the Members.

j) Members seeking any information with regard to Accounts are requested to write to the Company at least 10 daysbefore the date of Annual General Meeting, so as to enable the Management to keep the information ready at theMeeting.

k) As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Membersare requested to bring their attendance slip alongwith a copy of Annual Report to the Meeting.

l) Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant provisions of Companies(Management and Administration) Rules, 2014, companies can serve Annual Reports and other communicationsthrough electronics mode to those members who have registered their email address either with Company or with theDepository.

m) To support the ‘Green Initiative’, the Members who have not registered their email addresses so far are requested toregister the same with Company’s Registrars and Transfer Agents/ Depositories.

n) Members may note that the Notice of the 31st Annual General Meeting and Annual Report for 2018 will also beavailable on the Company’s website: www.phoenixindia.com for their download. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making request for thesame by post free of Cost.

o) The Equity Shares of the Company are listed with the Stock exchange at BSE Ltd.

p) Voting through Electronics means: Pursuant to the provisions of Section 108 of the Companies Act 2013 read withRule 20 of the Companies (Management and Administration) Rules 2014, the Company is offering e-voting facility toits members. Detailed procedures are given in the enclosed letter.

PROCESS FOR MEMBERS OPTING FOR E-VOTING

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management andAdministration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 , the Company will beproviding members facility to exercise their right to vote on resolutions proposed to be considered at the ensuing AnnualGeneral Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facilityof casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remotee-voting”) will be provided by National Securities Depository Limited (NSDL). The detailed procedure to be followed inthis regard has been given in Annexure–A to the notice. The members are requested to go through them carefully.

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Brief Resume of Directors/persons seeking appointment/ re-appointment at the Annual General Meeting scheduledto be held on September 29, 2016 (Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and DisclosureRequirements), Regulations 2015

Name of the Director Mr. Narendra Aggarwal

Date of Birth Age 15.07.196454 yrs

Nationality Indian

Date of Appointment 31.01.2005

Relationship with Directors and NoneKey Managerial Personnel

Expertise in specific functional area International Trade

Qualification BA, Dip in International Trade

Board Membership of other listed companies 1. Phoenix International Limitedas on March 31, 2018 2. Spartan Agro Industries Limited

3. Phoenix Land Development Limited4. Yellow Velley Leasing and Finance Limited5. Phoenix International Finance Limited6. Phoenix Hydro carbons Limited7. Phoenix Real Times Services Limited8. Phoenix Power Development Corporation Limited9. Phoenix Industries Limited10. Granada Elevator Private Limited11. I Energizer India Private Limited12. Phoenix Cement Limited

Chairman/ Member of the Committee of theBoard of Directors as on March 31, 2018

a) Audit Committee Member

b) Shareholders’ Grievance Committee None

c) Board Governance and Nomination NoneCommittee

d) Compensation Committee None

e) Other Committee None

Number of shares held in the Company NILas on March 31, 2018

Note:

1. The Directorships, Committee Memberships and Chairmanships do not include positions in foreign companies, unlistedcompanies and private companies, position as an advisory board member and position in companies under Section8 of the Companies Act, 2013. Information pertaining to remuneration paid to the Directors who are being appointed/re-appointed and number of Board meetings attended by them during the year 2017-18 is provided in the CorporateGovernance Report.

2. The proposal for appointment/re-appointment and revision in terms of remuneration of Directors has been approvedby the Board pursuant to the recommendation of the Board Governance, Nomination and Compensation Committeeconsidering their skills, experience and knowledge and positive outcome of performance evaluation.

ASSENT /DESSENT FORM FOR VOTING ON ANNUAL GENERAL MEETING RESOLUTIONS

1. Regd. Folio No. / DP ID - Client ID : ............................................................................

2. Name & Address of First/Sole Shareholder : ............................................................................

3. No. of Shares held : ............................................................................

4. I/We hereby exercise my /our vote in respect of the following resolutions to be passed for the business stated in theNotice of the Annual General Meeting dated 28th September 2018 at 10.00 am by conveying my /our assent / dessentto the resolutions by placing tick () mark in the appropriate box below :-

Sr. Resolutions No of Assent to the Dessent toNo Shares Resolution the Resolution

1 ORDINARY BUSINESS

To adopt Audited Financial Statements of the Company (includingAudited consolidated financial statements) for the financial yearended March 31, 2018 together with the Reports of the Board ofDirectors and the Auditors thereon

2. To appoint Director in place of Mr. Narendra Aggarwal (DIN:00027347) who retires by rotation and being eligible, offershimself for reappointment

3. To ratify the appointment of the Auditors and fix their remuneration

..........................................................................................Signature of the Member/Authorized Representative

Place :-Date :-

Note:-

i) If you opt to cast your vote by e-voting, there is no need to fill up and sign this form

ii) Please read the instruction carefully before exercising your vote.

LOK KALA MANCH

20, Lodhi Road, Behind Sai Baba Mandir, Institutional Area, Gokalpuri, Institutional Area, Lodi Colony, New Delhi, Delhi110003

PHOENIX INTERNATIONAL LIMITED

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