Acquisition

Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L17100MH1905PLC000200 October 28, 2026 BSE Limited. National Stock Exchange of India Limited. Phiroze Jeejeebhoy Towers, Exchange Plaza Dalal Street, Fort, Bandra Kurla Complex, Bandra East Mumbai – 400001 Mumbai – 400051 (Security code: 503100) (Symbol: PHOENIXLTD) Dear Sir/Madam, Sub: - Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). This is with reference to our earlier intimation dated July 24, 2025 wherein the Company had intimated regarding the execution of Framework Agreement on July 24, 2025 with Island Star Mall Developers Private Limited (“ISMDPL”), material subsidiary of the Company and Canada Pension Plan Investment Board (“CPP Investments”) whereby the Company and/or ISMDPL shall provide exit to CPP Investments from its 49% equity shareholding in ISMDPL through a combination of one or more transaction modes, including buyback and/or dividend declaration and/or selective capital reduction by ISMDPL and/or secondary acquisition of CPP Investments’ equity shares held in ISMDPL by the Company and/or its affiliates (‘Proposed Transaction’). Further, the Company had vide its intimation dated November 12, 2025, intimated completion of Buyback by ISMDPL and vide its intimation dated November 14, 2025 intimated completion of acquisition of 62,66,737 Equity Shares of ISMDPL from CPP Investments and thereby shareholding of the Company increased from 55.57% to 58.33% and that of CPP Investments decreased from 44.43% to 41.67% in ISMDPL pursuant to completion of Tranche 1 payment in terms of the aforesaid Framework Agreement. Pursuant to the Regulation 30 read with Schedule III of the Listing Regulations, we wish to inform you that the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), Mumbai Bench has vide its order dated October 27, 2026 (“NCLT Order”), approved the selective reduction of equity share capital of Island Star Mall Developers Private Limited (“ISMDPL”), by way of cancelling and extinguishing 3,25,69,360 (Three Crores Twenty Five Lakhs Sixty Nine Thousand Three Hundred and Sixty) fully paid-up equity shares of face value of Rs. 10/- (Indian Rupees Ten) each held by Canada Pension Plan Investment Board ("CPP Investments"), by payment of aggregate consideration of Rs. 1350,00,00,000/- (Indian Rupees One Thousand Three Hundred and Fifty Crores Only) by ISMDPL. Pursuant to aforesaid selective reduction of equity share capital of ISMDPL, the shareholding of the Company in ISMDPL has increased from 58.33% to 68.10% and that of CPP Investments decreased from 41.67% to 31.90% in ISMDPL Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel : (022) 2496 4307 / 8 / 9 Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com www.thephoenixmills.com Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L17100MH1905PLC000200 The certified copy of the order for approval of reduction of capital by the NCLT is awaited. Further, ISMDPL will also take the necessary steps to give effect to the said order, including filing of the Order of the NCLT with the Registrar of Companies (‘RoC’), within the prescribed timelines. The requisite information pursuant to Regulation 30 of the SEBI Listing Regulations read relevant SEBI Circular(s), are enclosed as ‘Annexure A’. We request you to take the above information on record. Thanking You, Yours Faithfully, For The Phoenix Mills Limited Bhavik Gala Company Secretary Membership No. F8671 Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel : (022) 2496 4307 / 8 / 9 Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com www.thephoenixmills.com Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L17100MH1905PLC000200 Annexure A Acquisition (including agreement to acquire) Sr. Details of Events that need to be Information of such events No. provided 1. Name of the target entity, details in Island Star Mall Developers Private Limited brief such as size, turnover etc. (‘ISMDPL’), a Material Subsidiary of the Company. The Standalone Turnover of ISMDPL as on March 31, 2026 is Rs. 28,505.09/- Lakhs. The Standalone Net Worth of ISMDPL as on March 31, 2026 was Rs. 2,79,129.16/- Lakhs. 2. Whether the acquisition would fall The transaction relating to selective reduction of within related party transaction(s) equity share capital of Island Star Mall and whether the promoter/ promoter Developers Private Limited (“ISMDPL”), by group/ group companies have any cancellation and extinguishment of 3,25,69,360 interest in the entity being acquired? (Three Crores Twenty Five Lakhs Sixty Nine Thousand Three Hundred and Sixty Only) If yes, nature of interest and details equity shares of face value of Rs. 10/- (Indian thereof and whether the same is done Rupees Ten) each held by Canada Pension Plan at “arms’ length” Investment Board ("CPP Investments") forming part of the Proposed Transaction falls under the ambit of Related Party Transaction as per the provisions of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zc) and 23 of SEBI Listing Regulations. Accordingly, requisite approvals of Audit Committee, Board and Shareholders of the Company have been obtained for the Proposed Transaction. The promoter/promoter group do not have any interest in the aforesaid transaction relating to acquisition of shares forming part of the Proposed Transaction. The valuation report has been obtained from Bansi S. Mehta Valuers LLP, for determining the fair value of the Equity Shares of ISMDPL. 3. Industry to which the entity being Real Estate Development acquired belongs Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel : (022) 2496 4307 / 8 / 9 Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com www.thephoenixmills.com Corp. Office: Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L17100MH1905PLC000200 4. Objects and effects of acquisition The Company and CPP Investments, presently (including but not limited to, hold 58.33% and 41.67% shareholding disclosure of reasons for acquisition respectively, in ISMDPL. of target entity, if its business is outside the main line of business of the The transaction relating to reduction of equity listed entity) share capital forms part of the proposed Transaction and the object of the said reduction is to pay consideration to CPP Investments in lines with the object of the Proposed Transaction to provide a full exit to CPP Investments from its equity investment in ISMDPL. Post completion of the proposed Transaction, the Company shall hold 100% of the shareholding of ISMDPL and shall have sole control directly and/or through its affiliates over ISMDPL and ISMDPL will become the Wholly Owned Subsidiary of the Company. 5. Brief details of any governmental or The aforementioned reduction of equity share regulatory approvals required for capital of ISMDPL forms part of the Proposed the acquisition Transaction for which necessary approvals have been taken including approval from the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”). 6. Indicative time period for completion ISMDPL expects to complete the payment of of the acquisition consideration within 30 days of filling the certified copy of NCLT Order with Registrar of Companies. 7. Nature of consideration -whether The consideration would be paid in cash by c [Showing first 8,000 characters — download PDF for full document]