Target Entity:

Island Star Mall Developers Private Limited (ISMDPL)

Type of Deal:

Selective capital reduction (buyback) as part of a broader transaction to acquire a minority stake.

Stake/Capacity:

Pursuant to this transaction, The Phoenix Mills Limited's shareholding in ISMDPL increased from 58.33% to 68.10%. 3,25,69,360 equity shares held by Canada Pension Plan Investment Board (CPP Investments) were cancelled and extinguished.

Deal Value:

Aggregate consideration of ₹1,350.00 Crores (Indian Rupees One Thousand Three Hundred and Fifty Crores Only) paid by ISMDPL to CPP Investments.

Funding Source:

The consideration was paid in cash by ISMDPL.

Financial Impact:

The document does not disclose specific forward-looking financial impact such as revenue contribution, EBITDA impact, or accretion/dilution. It provides historical financials for ISMDPL: Standalone Turnover as of March 31, 2026 was ₹28,505.09 Lakhs. Standalone Net Worth as of March 31, 2026 was ₹2,79,129.16 Lakhs.

Timeline:

ISMDPL expects to complete the payment of consideration within 30 days of filing the certified copy of the NCLT Order with the Registrar of Companies.

Strategic Rationale:

The transaction is part of a broader 'Proposed Transaction' to provide a full exit to CPP Investments from its equity investment in ISMDPL. The stated object is for The Phoenix Mills Limited to eventually hold 100% of the shareholding of ISMDPL and have sole control directly and/or through its affiliates, making ISMDPL a Wholly Owned Subsidiary.

Approval Status:

The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench approved the selective reduction of capital vide its order dated October 27, 2026. The certified copy of the order is awaited. Requisite approvals of the Audit Committee, Board, and Shareholders of The Phoenix Mills Limited had previously been obtained for the overall Proposed Transaction.

Reference Regulation:

Disclosure is made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Additional Details:

  • Background: This is an update to a Framework Agreement executed on July 24, 2025. Tranche 1 was completed in November 2025, involving a buyback and an acquisition of 62,66,737 equity shares from CPP Investments by the Company.
  • Related Party Transaction: The transaction falls under the ambit of a Related Party Transaction as per the Companies Act, 2013 and SEBI Listing Regulations. The promoter/promoter group does not have any interest in this transaction.
  • Valuation: A valuation report was obtained from Bansi S. Mehta Valuers LLP to determine the fair value of the Equity Shares of ISMDPL.
  • Target Business: ISMDPL is a material subsidiary engaged in the operation, management, and leasing of 'Phoenix MarketCity Bengaluru'. It also has three subsidiaries (Alyssum Developers Private Limited, Sparkle One Mall Developers Private Limited, and Insight Mall Developers Private Limited) which together comprise the ISMDPL Platform, operating malls and mixed-use developments in Pune, Bengaluru, and Indore.
  • Historical Turnover of ISMDPL:
  • 2025-26: ₹28,505.09 Lakhs
  • 2024-25: ₹28,362.73 Lakhs
  • 2023-24: ₹27,809.14 Lakhs