Phoenix Mills Amends Agreement with O2 Renewable Energy XXVIII, Cuts Investment Commitment to ₹5.77 Crore

Investment Amendment Reflects Project Cost Reduction

Phoenix Mills Limited and its subsidiary Offbeat Developers Private Limited have amended their Security Subscription and Shareholders' Agreement (SSSA) with O2 Renewable Energy XXVIII Private Limited, reducing the total investment commitment to ₹5,76,90,000. The revision follows a decrease in the project cost for the solar power plant being developed by O2 Renewable XXVIII, a special purpose vehicle promoted by JSW Neo Energy Limited.

The amended structure maintains the commercial and regulatory objectives of the original arrangement. The amended agreement allows them to subscribe to equity shares and Series B Compulsory Convertible Debentures, ensuring they meet the minimum 26% shareholding requirement to qualify as captive users under The Electricity Act 2003. The combined shareholding of Phoenix Mills and Offbeat in O2 Renewable XXVIII will not exceed 45% of the equity share capital on a fully diluted basis.

Renewable Energy for Operational Needs

This adjustment ensures that Phoenix Mills and Offbeat retain their status as captive users, allowing them to consume electricity generated from the captive generating station in compliance with regulatory requirements. Under a Power Purchase Agreement, O2 Renewable XXVIII will supply solar power to Phoenix Mills and Offbeat, further solidifying the commitment to renewable energy utilization.

O2 Renewable Energy XXVIII Private Limited was incorporated on July 31, 2024, specifically to develop and construct a solar power project as a captive generating station in India.

Disclosure and Regulatory Framework

The amendment was intimated to stock exchanges on July 29, 2026, under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transaction is not a related party deal and requires no regulatory approval.

Strategic Context

Phoenix Mills is a 100+ year old company that has established a distinctive presence in 8 cities with close to 17.5 mn sq ft in retail, entertainment, commercial, residential and hospitality assets spread over 100 + acres. The renewable energy investment aligns with the company's broader operational strategy to secure sustainable power for its portfolio of mixed-use developments and retail destinations across India.