Phoenix Mills gets NCLT nod to cut ISMDPL capital, ₹1,350 crore paid to CPP

Mergers & acquisitions
Construction

Blacklitt Research28 October 20262 min read

The Phoenix Mills (NSE: PHOENIXLTD) has been approved by the NCLT Mumbai Bench for a selective reduction of equity share capital of Island Star Mall Developers Private Limited, under which ₹1,350 crore is paid in cash to Canada Pension Plan Investment Board, it said in a filing on 28 Oct 2026. The order is dated 27 Oct 2026.

Key highlights

Consideration: ₹1,350 crore in cash, paid by ISMDPL to CPP Investments
Company holding in ISMDPL: 58.33% to 68.10%
Shares cancelled: 3,25,69,360 equity shares of ₹10 face value
Payment due within 30 days of filing the certified NCLT order with the RoC

The reduction in numbers

Item	Detail
Approving authority	National Company Law Tribunal, Mumbai Bench, order dated 27 Oct 2026
Subsidiary	Island Star Mall Developers Private Limited (ISMDPL), a material subsidiary
Shares cancelled	3,25,69,360 fully paid-up equity shares of ₹10 each held by CPP Investments
Aggregate consideration	₹1,350 crore, in cash, paid by ISMDPL
Company holding	58.33% to 68.10%
CPP Investments holding	41.67% to 31.90%
Payment timeline	Within 30 days of filing the certified NCLT order with the Registrar of Companies

What the NCLT approval does

The NCLT Mumbai Bench approved, by order dated 27 Oct 2026, the selective reduction of equity share capital of Island Star Mall Developers Private Limited by cancelling 3,25,69,360 equity shares held by CPP Investments. The company says the cancellation forms part of a Framework Agreement dated 24 Jul 2025 that would give CPP Investments a full exit from its 49% stake in ISMDPL.

On completion of the wider Proposed Transaction, the company would hold 100% of ISMDPL and it would become a wholly owned subsidiary. The filing says the company's holding rises to 68.10% from 58.33% as a result of this reduction.

Where the subsidiary stands

ISMDPL operates, manages and leases Phoenix MarketCity Bengaluru. Its standalone turnover for FY2025-26 was ₹285.05 crore and its standalone net worth at 31 Mar 2026 was ₹2,791.29 crore, according to the filing's annexure.

The company's holding in ISMDPL had already moved from 55.57% to 58.33% after a November 2025 acquisition of 62,66,737 shares from CPP Investments, which the company reported on 14 Nov 2025. The company is listed at a market value of ₹67,927 crore as of the 28 Oct 2026 close, and its consolidated net profit for Q1 FY27 was ₹394.51 crore.

What the NCLT approval means for The Phoenix Mills' shareholders

The approval moves the company closer to full ownership of ISMDPL, and the cash consideration of ₹1,350 crore is paid by the subsidiary, not by the company itself. The filing does not state how ISMDPL will fund the payment, the financial effect on the company's results or net worth, or the valuation figure from the Bansi S. Mehta Valuers LLP report.

The next dated step is payment within 30 days of filing the certified NCLT order with the Registrar of Companies. The certified copy was still awaited at the time of filing.

Reference: Original filing (PDF)

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