News ArticleThe Phoenix Mills Raises Ownership in Island Star Mall Developers to 68.1% Post Rs. 1350 Crore Capital Reduction
NCLT Mumbai approves selective equity reduction of 3.26 crore shares held by Canada Pension Plan Investment Board in ISMDPL, advancing CPP’s exit and enhancing Phoenix Mills’ control
The Phoenix Mills Limited has increased its shareholding in its material subsidiary, Island Star Mall Developers Private Limited, from 58.33% to 68.10% following a National Company Law Tribunal approval for selective reduction of equity shares held by Canada Pension Plan Investment Board. This transaction involved cancellation of 3.26 crore shares and a payment of Rs. 1350 crore to CPP Investments as part of their exit plan.
The Phoenix Mills Limited
Acquisition / Amalgamation / Merger / Demerger
The Phoenix Mills Limited announced that after receiving approval from the National Company Law Tribunal, Mumbai Bench, its shareholding in Island Star Mall Developers Private Limited has risen from 58.33% to 68.10%. This change follows the selective reduction of equity capital by cancelling over 3.25 crore shares held by Canada Pension Plan Investment Board (CPP Investments) with a cash payment of Rs. 1350 crore.
Island Star Mall Developers Private Limited (ISMDPL) is a material subsidiary of The Phoenix Mills Limited operating in real estate development with standalone turnover of Rs. 28,505.09 lakh and net worth of Rs. 2,79,129.16 lakh as of March 31, 2026.
The selective reduction involved cancellation of 3,25,69,360 fully paid equity shares of Rs. 10 each held by CPP Investments, effectively decreasing their stake from 41.67% to 31.90%. The Phoenix Mills’ shareholding increased concomitantly to 68.10%.
This transaction is part of a broader framework agreement aimed at facilitating the exit of CPP Investments from ISMDPL, using various mechanisms including buybacks and share acquisitions.
The transaction qualifies as a related party transaction under relevant company laws and SEBI listing regulations, with all necessary approvals from the Audit Committee, Board, and Shareholders obtained. The valuation report for fair value assessment was provided by Bansi S. Mehta Valuers LLP.
ISMDPL expects to complete the payment to CPP Investments within 30 days after filing the certified NCLT order with the Registrar of Companies. Post completion, The Phoenix Mills will have majority control and ISMDPL is anticipated to become its wholly owned subsidiary.
Highlights
- NCLT Mumbai approved cancellation of 3,25,69,360 equity shares held by CPP Investments in ISMDPL.
- ISMDPL paid Rs. 1350 crore in aggregate consideration to CPP Investments for the reduction.
- The Phoenix Mills’ stake in ISMDPL increased from 58.33% to 68.10%.
- CPP Investments’ stake decreased from 41.67% to 31.90% following the equity reduction.
- Approval from Audit Committee, Board, and Shareholders obtained for this related party transaction.
- ISMDPL is a real estate development company with standalone turnover of Rs. 28,505.09 lakh and net worth of Rs. 2,79,129.16 lakh as of March 31, 2026.
Key Data Snapshot
What happened
- The National Company Law Tribunal, Mumbai Bench approved the selective reduction of equity share capital of Island Star Mall Developers Private Limited by canceling 3,25,69,360 shares held by CPP Investments.
- ISMDPL paid Rs. 1350 crore to CPP Investments as consideration for the equity reduction.
- Consequently, The Phoenix Mills’ shareholding in ISMDPL increased from 58.33% to 68.10%, and CPP Investments’ stake decreased from 41.67% to 31.90%.
Key details
- The transaction forms part of a broader agreement initiated on July 24, 2025, between The Phoenix Mills, ISMDPL, and CPP Investments to facilitate CPP’s exit from ISMDPL.
- The reduction qualifies as a related party transaction under Indian company law and SEBI Listing Regulations, with all requisite approvals obtained.
- The valuation for fair value assessment was conducted by Bansi S. Mehta Valuers LLP.
- ISMDPL is engaged in real estate development with a standalone turnover of Rs. 28,505.09 lakh and net worth of Rs. 2,79,129.16 lakh as of March 31, 2026.
Regulatory and governance context
- The NCLT order dated October 27, 2026, is awaited in certified form to be filed with the Registrar of Companies.
- ISMDPL will complete payment and statutory filings within prescribed timelines to legally effect the capital reduction.
- The entire transaction was approved by the Audit Committee, Board of Directors, and Shareholders of The Phoenix Mills Limited.
Next milestones
- ISMDPL expects to complete payment of consideration to CPP Investments within 30 days of filing the certified NCLT order with the Registrar of Companies.
- Upon full execution, The Phoenix Mills aims to hold 100% shareholding, making ISMDPL its wholly owned subsidiary.
Highlights
- NCLT Mumbai approved cancellation of 3,25,69,360 equity shares held by CPP Investments in ISMDPL.
- ISMDPL paid Rs. 1350 crore in aggregate consideration to CPP Investments for the reduction.
- The Phoenix Mills’ stake in ISMDPL increased from 58.33% to 68.10%.
- CPP Investments’ stake decreased from 41.67% to 31.90% following the equity reduction.
- Approval from Audit Committee, Board, and Shareholders obtained for this related party transaction.
- ISMDPL is a real estate development company with standalone turnover of Rs. 28,505.09 lakh and net worth of Rs. 2,79,129.16 lakh as of March 31, 2026.
Disclosures
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Companies Act, 2013, Section 2(76)
- National Company Law Tribunal (NCLT) Mumbai Bench order dated October 27, 2026
This selective reduction of equity shares involving shares held by CPP Investments is a related party transaction under applicable laws and regulations.
The promoter/promoter group have no interest in the transaction relating to acquisition of shares forming part of the Proposed Transaction.
Source Information
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