Phoenix Mills Increases Stake in ISMDPL to 55.57% via Buyback
Filing Summary
The Phoenix Mills Ltd has announced the completion of a buyback of 2,03,40,909 equity shares by its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL), from Canada Pension Plan Investment Board (CPP Investments). This transaction, valued at Rs. 895 Crore, increases Phoenix Mills’ shareholding in ISMDPL from 51% to 55.57%. The buyback is part of a strategic move to provide CPP Investments with a full exit from its 49% stake in ISMDPL. The transaction was completed on November 11, 2025, with all necessary approvals obtained.
The Phoenix Mills Ltd has completed a significant transaction involving its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL). The transaction involved the buyback of 2,03,40,909 equity shares from Canada Pension Plan Investment Board (CPP Investments), which previously held a 49% stake in ISMDPL. This buyback was executed for a total consideration of Rs. 895 Crore. As a result, Phoenix Mills’ shareholding in ISMDPL has increased from 51% to 55.57%.
The financial terms of the transaction were clearly defined. The buyback was valued at Rs. 895 Crore, and CPP Investments offered the entire 2,03,40,909 equity shares for this purpose. The transaction was categorized as a Related Party Transaction under Section 2(76) of the Companies Act, 2013, and Regulation 2(1)(zc) and 23 of SEBI Listing Regulations. Necessary approvals from the Audit Committee, Board, and Shareholders of Phoenix Mills were obtained to facilitate this buyback.
Operationally, ISMDPL is engaged in the operation, management, and leasing of a mall located in Bengaluru, known as ‘Phoenix MarketCity Bengaluru’. The buyback forms part of a broader strategic initiative to provide CPP Investments with a full exit from its equity investment in ISMDPL. Upon completion of the entire proposed transaction, Phoenix Mills aims to hold 100% of ISMDPL, thereby gaining sole control over the subsidiary and making it a wholly-owned subsidiary.
The timeline for the completion of the buyback was confirmed with the transaction being finalized on November 11, 2025. The confirmation was received from the National Securities Depository Limited on November 12, 2025. This marks a significant milestone in the ongoing strategic realignment of shareholding within ISMDPL.
Several entities were involved in this transaction. The primary parties were The Phoenix Mills Ltd, ISMDPL, and CPP Investments. Phoenix Mills did not participate in the buyback offer, which was solely executed between ISMDPL and CPP Investments. The transaction was supported by a valuation report from Bansi S Mehta Valuers LLP to determine the fair value of the equity shares involved.
ISMDPL operates within the real estate development industry, focusing on mall operations and management. It has three subsidiaries: Alyssum Developers Private Limited, Sparkle One Mall Developers Private Limited, and Insight Mall Developers Private Limited. These subsidiaries are involved in similar business activities across different locations in India, including Pune and Bengaluru. The strategic move to increase Phoenix Mills’ stake in ISMDPL aligns with its broader business objectives in the real estate sector.
The Phoenix Mills Ltd is a leading retail-led mixed-use developer and operator in India. The company focuses on the development and management of shopping malls, commercial centers, and hospitality units. Its strategic priorities include expanding its footprint in the retail and commercial real estate sectors across key urban centers in India.