Key Transaction Details
Pursuant to reduction in project cost, The Phoenix Mills Limited along with its subsidiary Offbeat Developers Private Limited has entered into an Amendment to the Security Subscription and Shareholders' Agreement (SSSA) with JSW Neo Energy Limited and O2 Renewable Energy XXVIII Private Limited. The amendment facilitates subscription to Equity Shares and Series B Compulsory Convertible Debentures of O2 Renewable XXVIII to meet captive user requirements for purchase of renewable energy generated from the captive generating plant.
Investment Structure and Consideration
Total consideration of ₹5,76,90,000 paid in cash, structured as follows:
- The Phoenix Mills Limited to invest ₹27,43,320 by subscribing to 2,74,332 Equity Shares of ₹10 each
- The Phoenix Mills Limited to invest ₹2,46,90,000 by subscribing to 24,690 Series B Compulsory Convertible Debentures of ₹1,000 each
- Offbeat Developers Private Limited to invest ₹30,25,680 by subscribing to 3,02,568 Equity Shares of ₹10 each
- Offbeat Developers Private Limited to invest ₹2,72,31,000 by subscribing to 27,231 Series B Compulsory Convertible Debentures of ₹1,000 face value each
Shareholding Impact
The combined shareholding of The Phoenix Mills Limited and Offbeat Developers Private Limited shall not exceed 45% of the equity share capital of O2 Renewable XXVIII on fully diluted basis.
Target Entity Information
O2 Renewable Energy XXVIII Private Limited is an Indian company incorporated on July 31, 2024, established to develop and construct solar power project as a captive generating station. JSW Neo Energy Limited is the promoter of the company. The company operates exclusively in India.
Financial Performance of O2 Renewable XXVIII
| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |
| Turnover (₹ Thousands) | - | - | NA |
| PAT (₹ Thousands) | -2,305.90 | -1,811.97 | NA |
| Net Worth (₹ Thousands) | -3,128.87 | -822.97 | NA |
Regulatory and Transaction Details
The execution of Amendment to SSSA does not constitute a related party transaction. Promoter/promoter group/group companies of The Phoenix Mills Limited and Offbeat do not have any interest in O2 Renewable XXVIII. The transaction is being done at arm's length basis.
The object of acquisition is to enable the Company and Offbeat to qualify as Captive Users and consume solar power generated by O2 Renewable Energy XXVIII, meeting requirements under The Electricity Act 2003.
Additional Information
The disclosure was made on July 29, 2026, with reference to earlier intimation dated November 05, 2025. The information has been uploaded on the Company's website at https://www.thephoenixmills.com/investors/FY2027/Exchange-Intimations.