Phoenix Mills' stake in Island Star Mall platform rises to 68.1% after NCLT nod

The National Company Law Tribunal's Mumbai Bench has approved a selective reduction of equity share capital in Island Star Mall Developers Private Limited (ISMDPL), a material subsidiary of The Phoenix Mills Limited. The order is dated 27 October 2026, and the company's stake in ISMDPL moves from 58.33% to 68.10% once it takes effect. Reports on the approval were published on 28 October 2026.

What the order does

The reduction cancels and extinguishes 3,25,69,360 fully paid-up equity shares of ISMDPL held by CPP Investments (Canada Pension Plan Investment Board). Each share has a face value of ₹10. The consideration is ₹1,350 crore to CPP Investments. CPP's stake in ISMDPL falls from 41.67% to 31.90%. The payment is due within 30 days of the certified copy of the order being filed with the Registrar of Companies.

The approval is a pivotal phase of a Framework Agreement dated 24 July 2025 between ISMDPL and CPP Investments, which was designed to give CPP a phased exit from the platform. The parent's stated aim is 100% of ISMDPL once every step is complete. The 68.10% figure is the stake after this order, not full ownership.

How the stake got here

In July 2025 the parent agreed to buy CPP's remaining 49% interest in ISMDPL for about ₹5,449.16 crore. The consideration was to be paid in four tranches over three years. The Competition Commission of India approved the buyout on 19 August 2025.

The first step came in November 2025, when ISMDPL bought back 2,03,40,909 shares from CPP for ₹895 crore. The parent's stake rose from 51% to 55.57%. A further purchase of 62,66,737 shares took it to 58.33%. The valuation for that share purchase was based on a report by Bansi S. Mehta Valuers LLP.

What the platform holds

ISMDPL is a platform of malls rather than a single project. Its seed asset is Phoenix MarketCity Bengaluru in Whitefield. It also holds or operates Phoenix Mall of Asia in Hebbal, Bengaluru, Phoenix Mall of the Millennium in Wakad, Pune, and Phoenix Citadel in Indore. None of these is in Mumbai. The Mumbai link is the parent's base at Lower Parel.

Operating performance improved through 2025. CRISIL's figures show occupancy at 84% for Phoenix Mall of Asia and 92% for Phoenix Mall of the Millennium as of June 2025, up from 57% and 76% in March 2024. For the year to 31 March 2025, the platform reported EBITDA of ₹6.17 billion and net debt of ₹5.96 billion.

CRISIL said in its 2025 rating commentary that ISMDPL would receive operational, financial and managerial support from the parent after the transaction.

What it means for investors

For the parent, a higher stake means more of the mall platform's profit is consolidated directly, and after completion it would take in all future cash flows from the subsidiary without the current minority interest. The near-term cost is the ₹1,350 crore outflow, which will weigh on liquidity in the short run.

The transaction is a consolidation step, not a new project launch, and it does not directly affect residential buyers. Investors should read it as a change in ownership of existing malls.

Items to watch in the coming weeks:

• Filing of the NCLT order with the Registrar of Companies.
• Payment of the ₹1,350 crore consideration within 30 days of the certified copy being filed.
• Further steps towards 100% ownership of ISMDPL. No completion date has been reported.
• Progress on the remaining tranches of the 2025 consideration schedule.