Phoenix Mills Enters Agreement for Renewable Energy Investment
Filing Summary
The Phoenix Mills Ltd, along with its subsidiary Offbeat Developers Private Limited, has entered into a Security Subscription and Shareholders’ Agreement with JSW Neo Energy Limited and O2 Renewable Energy XXVIII Private Limited. The agreement involves subscribing to equity shares and Series B Compulsory Convertible Debentures to meet renewable energy requirements. The total investment amounts to Rs. 5,92,97,830. The acquisition aims to secure a captive user status for solar power consumption. Completion is expected within 90 business days from the agreement’s execution.
The Phoenix Mills Ltd, in conjunction with its subsidiary Offbeat Developers Private Limited, has entered into a Security Subscription and Shareholders’ Agreement (SSSA) with JSW Neo Energy Limited and O2 Renewable Energy XXVIII Private Limited. This agreement is designed to facilitate the subscription of equity shares and Series B Compulsory Convertible Debentures by The Phoenix Mills and Offbeat. The purpose of this subscription is to fulfill the captive user requirements for purchasing renewable energy generated from a captive generating plant.
The total consideration for this investment amounts to Rs. 5,92,97,830. The Phoenix Mills will invest Rs. 28,19,780 by subscribing to 2,81,978 equity shares of Rs. 10 each and Rs. 2,53,78,000 by subscribing to 25,378 Series B Compulsory Convertible Debentures of Rs. 1000 each. Offbeat Developers will invest Rs. 31,10,050 by subscribing to 3,11,005 equity shares of Rs. 10 each and Rs. 2,79,90,000 by subscribing to 27,990 Series B Compulsory Convertible Debentures of Rs. 1000 each.
The scope of this agreement includes the supply of solar power to The Phoenix Mills and Offbeat by O2 Renewable XXVIII, as outlined in the Power Purchase Agreement (PPA). O2 Renewable XXVIII, as the power producer, will provide solar power in accordance with the terms of the agreements. The acquisition of shares is intended to comply with the Electricity Act 2003 and Electricity Rules 2005, requiring a minimum of 26% shareholding to maintain captive status.
O2 Renewable XXVIII is an Indian company incorporated on July 31, 2024, and is set up to develop and construct a solar power project as a captive generating station. The entity does not have a turnover for the financial year ended 2024-25. The acquisition does not fall within the purview of related party transactions, and neither the promoter group nor group companies of The Phoenix Mills and Offbeat have any interest in O2 Renewable XXVIII.
The completion of this acquisition is anticipated within a maximum of 90 business days from the date of execution of the SSSA. The shareholding of The Phoenix Mills and Offbeat will not exceed 45% of the equity share capital of O2 Renewable XXVIII on a fully diluted basis.
JSW Neo Energy Limited is involved in the development and operation of renewable energy projects. The company focuses on expanding its portfolio in the renewable energy sector, aligning with global sustainability goals.
The Phoenix Mills Ltd is a leading retail-led mixed-use developer and operator in India. The company focuses on expanding its retail and commercial real estate portfolio, with strategic investments in sustainable energy solutions to enhance operational efficiency and meet regulatory compliance.