Phoenix Mills has taken a significant step towards gaining complete control of its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL). The company has entered into a Share Purchase Agreement to acquire an additional 44.43% stake in ISMDPL from Canada Pension Plan Investment Board (CPP Investments) for Rs 2,757.36 crores.

Transaction Details

The transaction involves the acquisition of 62,66,737 equity shares of ISMDPL, representing a 44.43% stake. This move is part of a broader framework agreement executed in July 2025, aimed at providing a complete exit to CPP Investments from its 49% equity shareholding in ISMDPL.

Buyback Precedes Share Purchase

Prior to this share purchase agreement, ISMDPL completed a buyback of 2,03,40,909 equity shares from CPP Investments for Rs 895 crores on November 11, 2025. Phoenix Mills did not participate in this buyback, which increased its shareholding in ISMDPL from 51% to 55.57%.

Strategic Implications

Upon completion of these transactions, Phoenix Mills will hold 100% shareholding in ISMDPL, making it a wholly-owned subsidiary. This consolidation is expected to strengthen PML's position in the real estate development sector, particularly in the operation and management of shopping malls.

ISMDPL's Portfolio

ISMDPL operates Phoenix MarketCity Bengaluru and has three subsidiaries managing mall properties:

1. Alyssum Developers Private Limited: Operates Phoenix Mall of Millennium and Millennium Towers in Pune
2. Sparkle One Mall Developers Private Limited
3. Insight Mall Developers Private Limited

Together, these entities form the ISMDPL Platform, which has shown steady growth in recent years.

Financial Performance

ISMDPL's financial performance over the past three years demonstrates consistent growth:

Regulatory Compliance

The transaction has been structured as a related party transaction, with necessary approvals obtained from the Audit Committee, Board, and Shareholders of Phoenix Mills. The company has also obtained a valuation report from Bansi S. Mehta Valuers LLP to determine the fair value of ISMDPL's equity shares.

Conclusion

This strategic move by Phoenix Mills underscores its commitment to strengthening its position in the Indian real estate market, particularly in the shopping mall segment. The full ownership of ISMDPL is expected to provide PML with greater operational control and potential for value creation in its mall portfolio.

Phoenix Mills has increased its shareholding in its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL), from 51% to 55.57%. This change comes as a result of ISMDPL's buyback of 2,03,40,909 equity shares from Canada Pension Plan Investment Board (CPP Investments) for Rs. 895 crores.

Transaction Details

The buyback transaction is part of a framework agreement executed in July 2025, aimed at providing a complete exit to CPP Investments from its 49% equity stake in ISMDPL. Phoenix Mills did not participate in this buyback offer.

Key Points of the Transaction

• Buyback Details: ISMDPL bought back 2,03,40,909 equity shares from CPP Investments
• Transaction Value: Rs. 895 crores
• Phoenix Mills' Stake: Increased from 51% to 55.57%
• Agreement Date: Framework agreement executed in July 2025

About ISMDPL

ISMDPL, incorporated on April 10, 2006, is a material subsidiary of Phoenix Mills. It operates and manages the Phoenix MarketCity mall in Bengaluru. The company also has three subsidiaries:

1. Alyssum Developers Private Limited
2. Sparkle One Mall Developers Private Limited
3. Insight Mall Developers Private Limited

These subsidiaries, along with ISMDPL, form the ISMDPL Platform, which is involved in various real estate development projects across India.

Financial Performance

ISMDPL's financial performance over the last three years:

Future Outlook

Upon completion of the proposed transaction, Phoenix Mills is expected to hold 100% of ISMDPL's shareholding, gaining sole control directly and/or through its affiliates. This move aligns with Phoenix Mills' strategy to consolidate its position in the real estate development sector, particularly in mall operations and management.

The transaction has received necessary approvals, including those from the Audit Committee, Board, and Shareholders of the company, as it falls under the ambit of Related Party Transactions as per the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zc) and 23 of SEBI Listing Regulations.

This strategic move by Phoenix Mills reinforces its commitment to expanding its mall portfolio and strengthening its position in the Indian retail real estate market.