Transactions
Phoenix Mills Gets NCLT Nod to Raise Island Star Mall Stake to 68.10%
The NCLT Mumbai Bench has approved a selective reduction of equity capital in Island Star Mall Developers Private Limited, lifting The Phoenix Mills Limited's stake from 58.33% to 68.10%. The step is part of a buyout of Canada Pension Plan Investment Board's holding under a 2025 agreement.
| Regulator and order date | NCLT Mumbai Bench, order dated 27 October 2026 |
|---|---|
| Company | Island Star Mall Developers Private Limited (ISMDPL), a material subsidiary of The Phoenix Mills Limited |
| Shares cancelled | 3,25,69,360 fully paid-up equity shares of Rs 10 each, held by CPP Investments |
| Consideration | Rs 1,350 crore to CPP Investments |
| Parent stake | 58.33% before the order; 68.10% after the order |
| CPP Investments stake | Falls from 41.67% to 31.90% |
| Planned end state | 100% of ISMDPL, once all steps of the transaction are complete; no completion date reported |
| Reports dated | 28 October 2026 |
What happened
The National Company Law Tribunal (NCLT) Mumbai Bench 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 reports on it were published on 28 October 2026.
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). The shares have a face value of Rs 10 each. The consideration for the cancellation is Rs 1,350 crore (Rs 13,50,00,00,000) paid to CPP Investments.
After the order, The Phoenix Mills Limited's stake in ISMDPL rises from 58.33% to 68.10%. CPP Investments' stake falls from 41.67% to 31.90%.
Some reports carry a headline referring to 100% ownership. The post-order stake is 68.10%. Full ownership of 100% is the planned end state of the wider transaction and has not yet been reached.
How the deal has built up
The current order is a step in a deal that began in 2025. The sequence so far, based on the reports cited below, is:
- 24 July 2025: CPP Investments announced that it would sell its 49% interest in ISMDPL to Phoenix Mills and affiliates. The Framework Agreement between ISMDPL and CPP Investments is dated 24 July 2025. The reported value of the 49% stake was about Rs 5,449.16 crore (INR 54.49 billion).
- 19 August 2025: The Competition Commission of India approved the buyout of CPP's 49% stake.
- 12 November 2025: ISMDPL bought back 2,03,40,909 shares from CPP Investments for Rs 895 crore. The parent's stake rose from 51% to 55.57%.
- Mid-November 2025: A further purchase of 62,66,737 shares from CPP Investments raised the parent's stake to 58.33%.
- 27 October 2026: NCLT Mumbai Bench approved the capital reduction, lifting the parent's stake to 68.10%.
The share purchase was valued on the basis of a report by Bansi S. Mehta Valuers LLP.
Payment and the next legal step
The NCLT order must be filed with the Registrar of Companies. Reports state that the Rs 1,350 crore payment is expected within 30 days of the certified copy being filed. One report says The Phoenix Mills Limited will pay the amount; another says it is disbursed by ISMDPL. Both reports describe the payment as part of the same transaction.
The earlier 2025 agreement reportedly provided for the consideration to be paid in four tranches over three years. The status of the remaining tranches is not covered in the reports reviewed here beyond this order.
What the company holds through ISMDPL
ISMDPL is a holding platform rather than a single project. It holds or operates malls through itself and its subsidiaries, with a registered address c/o Marketcity Resources Pvt Ltd, Laxmi Woollen Mills Estate, Mumbai 400011. None of the malls sits in Mumbai.
- Phoenix MarketCity Bengaluru (Whitefield), the seed asset of the platform
- Phoenix Mall of Asia (Hebbal, Bengaluru), opened from October 2023
- Phoenix Mall of the Millennium (Wakad, Pune), opened from September 2023
- Phoenix Citadel (Indore), opened from December 2022
According to CRISIL, occupancy at Phoenix Mall of Asia was 84% and at Phoenix Mall of the Millennium 92% as of June 2025. In March 2024 these figures were 57% and 76%.
For the year to 31 March 2025, ISMDPL reported EBITDA of Rs 6.17 billion and net debt of Rs 5.96 billion. CRISIL rates the company's bank facilities of Rs 555 crore at A+ with a Watch Positive status, linked to the 2025 buy-out (report dated 31 October 2025).
Who is involved
The Phoenix Mills Limited is a listed retail-led mixed-use developer and owner, with a history dating to a textile company founded in 1905 on 17.3 acres at Lower Parel, Mumbai. The company describes its presence across Mumbai, Bengaluru, Pune, Chennai, Agra, Indore, Lucknow, Bareilly, Ahmedabad, Surat, Coimbatore, CMR and Thane. Atul Ruia is listed as Chairman and Managing Director.
CPP Investments is the Canadian pension fund that held the minority interest being bought out. No quote from a named executive of The Phoenix Mills Limited or ISMDPL appears in the reports reviewed.
What it changes for investors and the market
The reports describe the change mainly in terms of control. A higher stake lets the parent consolidate more of ISMDPL's profit directly. Once the full transaction is complete, the parent would take in all future cash flows from the subsidiary without the current minority interest. The cash outflow for the Rs 1,350 crore payment affects short-term liquidity.
CRISIL's view on the 2025 buy-out is that ISMDPL will receive operational, financial and managerial support from the parent after the transaction.
The story concerns a retail mall platform. The reports do not describe any direct effect on residential buyers, and the transaction is not a new project launch.
Related activity by the parent
On 5 September 2026, the NCLT Chennai Bench approved a scheme of merger involving five companies and Astrea Real Estate Developers. A later report on the parent describes a Coimbatore greenfield retail project of about 1 million sq ft of gross leasable area, with estimated completion in 2030, following NCLT approval of a merger of six step-down subsidiaries into Astrea. An institutional investor group meeting was held in Mumbai on 10 October 2026.
What comes next
- The NCLT order is to be filed with the Registrar of Companies.
- The Rs 1,350 crore payment is expected within 30 days of the certified copy being filed.
- The parent aims for 100% of ISMDPL once all steps of the transaction are complete. No date for completion has been reported.
Frequently asked questions
What did the NCLT Mumbai Bench approve?
It approved a selective reduction of equity share capital in Island Star Mall Developers Private Limited. The reduction cancels 3,25,69,360 equity shares held by CPP Investments, for Rs 1,350 crore.
What is The Phoenix Mills Limited's stake after this order?
The parent's stake in ISMDPL rises from 58.33% to 68.10%. CPP Investments' stake falls from 41.67% to 31.90%.
Does this mean Phoenix Mills now owns 100% of Island Star Mall Developers?
No. The 68.10% figure is the stake after this order. Full 100% ownership is the planned end state once all steps of the transaction are complete.
Where are the malls held through Island Star Mall Developers?
The malls are in Bengaluru, Pune and Indore. They include Phoenix MarketCity Bengaluru in Whitefield, Phoenix Mall of Asia in Hebbal, Phoenix Mall of the Millennium in Wakad, Pune, and Phoenix Citadel in Indore.
Does this affect homebuyers?
The reports do not describe any direct effect on residential buyers. The story concerns the ownership structure of a retail mall platform.
What happens next?
The NCLT order must be filed with the Registrar of Companies. The Rs 1,350 crore payment is expected within 30 days of the certified copy being filed.