Phoenix Mills Limited and its subsidiary Offbeat Developers Private Limited have amended their Security Subscription and Shareholders' Agreement (SSSA) with O2 Renewable Energy XXVIII Private Limited, reducing the total investment commitment to ₹5,76,90,000. The revision follows a decrease in the project cost for the solar power plant being developed by O2 Renewable XXVIII, a special purpose vehicle promoted by JSW Neo Energy Limited. This adjustment ensures that Phoenix Mills and Offbeat retain their status as captive users, allowing them to consume electricity generated from the captive generating station in compliance with regulatory requirements.

The amendment was intimated to stock exchanges on July 29, 2026, under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company stated that the transaction does not constitute a related party transaction, as neither the promoters nor group companies hold any interest in O2 Renewable XXVIII. No governmental or regulatory approvals are required for this acquisition. The execution of the amendment is expected to be completed within 30 business days from the date of signing, subject to the terms outlined in the agreement.

Investment Breakdown

The total consideration of ₹5,76,90,000 is structured through the subscription of Equity Shares and Series B Compulsory Convertible Debentures (CCDs). The investment is split between the parent company and its subsidiary as detailed below:

The combined shareholding of Phoenix Mills and Offbeat in O2 Renewable XXVIII will not exceed 45% of the equity share capital on a fully diluted basis. The primary objective of holding at least 26% shareholding is to qualify as a captive user under The Electricity Act 2003 and The Electricity Rules 2005, enabling the purchase of renewable energy directly from the plant.

Target Entity Profile

O2 Renewable Energy XXVIII Private Limited was incorporated on July 31, 2024, specifically to develop and construct a solar power project as a captive generating station in India. The entity has reported no turnover for the financial years ended FY25-26 and FY24-25. Financial data indicates a negative net worth position, reflecting the early-stage development nature of the project.

What the Numbers Show

The reduction in total consideration implies a downward revision in the capital expenditure required for the solar project, likely due to optimized engineering costs or favorable procurement terms for solar equipment. By maintaining the equity-to-debt mix through Series B CCDs, Phoenix Mills secures its captive user rights while limiting upfront cash outlay compared to an all-equity structure. The absence of turnover and negative net worth in O2 Renewable XXVIII is consistent with greenfield infrastructure projects that have not yet commenced commercial operations.

Phoenix Mills has announced plans to expand its Mumbai Palladium property by 450,000 sq ft, with the project targeted for completion by FY28. The expansion is set to add significant scale to one of the company's most prominent retail and commercial destinations in Mumbai.

Expansion Details

The following key parameters have been disclosed regarding the planned expansion:

The Mumbai Palladium is among Phoenix Mills' flagship mixed-use developments, and the planned addition of 450,000 sq ft underscores the company's continued focus on scaling its retail and commercial portfolio in key urban markets.