Phoenix Mills , a leading retail-led mixed-use developer, has received a significant regulatory green light for its strategic expansion plans. The Competition Commission of India (CCI) has approved Phoenix Mills' proposed acquisition of Island Star Mall Developers, paving the way for the company to strengthen its position in the retail real estate sector.

Regulatory Approval

The Competition Commission of India, the country's antitrust watchdog, has given its nod to Phoenix Mills for the planned takeover of Island Star Mall Developers. This approval marks a crucial step forward in Phoenix Mills' expansion strategy, allowing the company to proceed with the acquisition process.

Background of the Transaction

According to the LODR (Listing Obligations and Disclosure Requirements) data filed by Phoenix Mills, the company had previously announced its intention to provide an exit to Canada Pension Plan Investment Board (CPP Investments) from its 49% equity shareholding in Island Star Mall Development Private Limited, a material subsidiary of Phoenix Mills.

Timeline of Events

• The Phoenix Mills Board of Directors approved the proposed arrangement, subject to shareholder and regulatory approvals.
• The Competition Commission of India granted approval for the proposed transaction.

Implications for Phoenix Mills

This acquisition is likely to strengthen Phoenix Mills' portfolio in the retail real estate sector. By taking full control of Island Star Mall Developers, the company may be able to streamline operations and potentially enhance its market presence.

Next Steps

While the CCI approval is a significant milestone, Phoenix Mills will still need to complete other necessary procedures to finalize the acquisition. The company will likely proceed with obtaining shareholder approval and fulfilling any other regulatory requirements.

Investor Relations

In a separate announcement, Phoenix Mills also informed that it will be participating in the Antique Investor Conference organized by Antique Stock Broking Limited. The conference is scheduled to take place in Mumbai, where the company will engage in one-on-one and group meetings with institutional investors.

As Phoenix Mills moves forward with this strategic acquisition, investors and market watchers will be keen to observe how this development impacts the company's growth trajectory in the competitive retail real estate landscape.

Phoenix Mills , a prominent player in India's retail and commercial real estate sector, has announced a significant strategic move. The company is seeking shareholder approval for Canada Pension Plan Investment Board (CPP Investments) to exit from Island Star Mall Developers Private Limited (ISMDPL), a material subsidiary of Phoenix Mills.

Transaction Details

The proposed transaction involves CPP Investments fully exiting its 49% equity shareholding in ISMDPL. Phoenix Mills will acquire sole control of ISMDPL, making it a wholly-owned subsidiary. The deal is valued at Rs. 5,449.16 crore, to be paid in four tranches over three years.

Payment Structure

The consideration will be paid through various modes, including:

• Declaration of dividend by ISMDPL
• Buyback of shares
• Selective capital reduction
• Direct or indirect acquisition of equity shares by Phoenix Mills

To facilitate the payment, ISMDPL and its subsidiaries may undertake several transactions:

• Redemption of optionally convertible debentures in Alyssum Developers Private Limited (up to Rs. 1,000.00 crore)
• Similar redemptions in Sparkle One Mall Developers Private Limited (up to Rs. 1,500.00 crore) and Insight Mall Developers Private Limited (up to Rs. 600.00 crore)
• Collective dividend declaration up to Rs. 1,300.00 crore by these subsidiaries

Strategic Rationale

The transaction aligns with Phoenix Mills' vision to consolidate ownership in high-performing assets. Key benefits include:

• Full ownership of flagship assets across key urban markets
• Earnings accretion from the first year
• Enhanced cash flow efficiency and future optionality
• Preservation of liquidity for the company's growth plans

ISMDPL Portfolio

ISMDPL and its subsidiaries own and operate a portfolio of premium assets, including:

• Operational retail assets with a Gross Leasable Area (GLA) of ~4.4 million sq.ft.
• Completed commercial offices with a GLA of ~2.2 million sq.ft.
• Additional offices, retail expansion, and hotel development underway

In FY25, the retail portfolio generated an EBITDA of Rs. 617.00 crore.

Shareholder Approval and Voting

The e-voting period for shareholders runs from August 15 to September 13, 2025. The transaction requires approval from various regulatory bodies, including the Competition Commission of India.

Valuation and Fairness Opinion

Bansi S. Mehta Valuers LLP has determined the fair value per share of ISMDPL at Rs. 461.34. Morgan Stanley India Company Private Limited has issued a Fairness Opinion on the proposed transaction.

This strategic move by Phoenix Mills represents a significant step in consolidating its position in India's commercial and retail real estate market, potentially creating long-term value for its shareholders.