The Phoenix Mills Limited has effectively increased its shareholding in its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL), from 58.33% to 100%. This was achieved through a selective reduction of equity share capital approved by the National Company Law Tribunal (NCLT) Mumbai Bench. The transaction involved the extinguishment of 3,25,69,360 equity shares held by Canada Pension Plan Investment Board (CPP Investments) for a consideration of ₹1,350 crore.
Phoenix Mills Consolidates Control Over Subsidiary
The Phoenix Mills Limited has announced a significant step towards full ownership of its material subsidiary, Island Star Mall Developers Private Limited (ISMDPL). Following a selective reduction of equity share capital, approved by the National Company Law Tribunal (NCLT) Mumbai Bench via an order dated October 27, 2026, The Phoenix Mills’ stake in ISMDPL has risen from 58.33% to a controlling 68.10%. This move is part of a broader transaction aimed at providing a complete exit for Canada Pension Plan Investment Board (CPP Investments).
Transaction Details and Shareholding Shift
The NCLT-approved selective reduction involved the cancellation and extinguishment of 3,25,69,360 fully paid-up equity shares of ISMDPL, held by CPP Investments. These shares had a face value of Rs. 10/- each. The aggregate consideration paid for this reduction amounts to Rs. 1350,00,00,000/- (Indian Rupees One Thousand Three Hundred and Fifty Crores Only), disbursed by ISMDPL. Consequently, the shareholding of CPP Investments in ISMDPL has decreased from 41.67% to 31.90%.
Path to Wholly Owned Subsidiary
The company anticipates that upon completion of the proposed transaction, it will hold 100% of the shareholding of ISMDPL. This will result in ISMDPL becoming a wholly owned subsidiary of The Phoenix Mills Limited, granting the company sole control directly and/or through its affiliates. This strategic move consolidates ownership and operational oversight of the subsidiary’s assets and operations.
Background of the Transaction
This development follows earlier intimations regarding a Framework Agreement dated July 24, 2025, with ISMDPL and CPP Investments. Initial steps included a buyback by ISMDPL and the acquisition of 62,66,737 equity shares from CPP Investments, which had previously increased The Phoenix Mills’ stake from 55.57% to 58.33% and reduced CPP Investments’ shareholding to 41.67%.
ISMDPL’s Business and Financials
Island Star Mall Developers Private Limited, incorporated on April 10, 2006, is a material subsidiary engaged in the operation, management, and leasing of malls. Its primary asset is ‘Phoenix MarketCity Bengaluru’. ISMDPL also operates through its subsidiaries: Alyssum Developers Private Limited, Sparkle One Mall Developers Private Limited, and Insight Mall Developers Private Limited, managing various retail and commercial properties across Pune, Bengaluru, and Indore. For the standalone financial year ending March 31, 2026, ISMDPL reported a turnover of Rs. 28,505.09 Lakhs and a net worth of Rs. 2,79,129.16 Lakhs.
Source: BSE
