Phoenix Mills Ltd. · NSE:PHOENIXLTD
Phoenix Mills — The Phoenix Mills — Merger or Acquisition (July 2025)
33 slides from Phoenix Mills's merger presentation, Jul 24, 2025
Slide 1: Cover letter to stock exchanges: Investors' Presentation
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 660 CIN No. : L17100MH1905PLC000200 July 24, 2025 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Pla
Slide 2: PML's Acquisition of CPP Investments' Stake in ISMDPL
THE PHOENIX MILLS LIMITED PML’s Acquisition of CPP Investments’ Stake in ISMDPL July 24th, 2025 1
Slide 3: PML to Increase Stake in ISMDPL to 100%
PML to Increase Stake in ISMDPL to 100% ISMDPL Platform PML to consolidate 100% ownership Transaction in ISMDPL Operational Retail GLA Structure ~4.4 msft Structured buy out of CPP Investments’ 49% stake Completed Offices GLA ~2.2 msft Consideration ~Rs. 5,449 cr, to be paid over 36 months in four t
Slide 4: ISMDPL Platform: Charting a strong growth path
ISMDPL Platform: Charting a strong growth path ISMDPL ~1 msft ~13 msft Segments 2017A 2025A 2027E 2030E Retail ~1 msft ~4.4 msft ~4.6 msft ~5.2 msft Offices - ~2.2 msft ~2.6 msft ~3.7 msft Hotel - - ~400 keys ~1,000 keys* Balance FSI - - - ~2.7 msft* potential *Hotel with ~400 keys under constructio
Slide 5: Phoenix Mall of Asia and Phoenix Asia Towers, Bengaluru
Phoenix Mall of Asia and Phoenix Asia Towers, Bengaluru Phoenix Mall of Asia Phoenix Asia Towers (Offices) Total Leasable Area: ~1.20 msft ~0.78 msft Leased Occupancy: 91% Trading Occupancy: 77% Consumption: Rs. 1,134 Cr Trading Density: Rs. 1,502 pspm EBITDA: Rs. 171 Cr Phoenix Asia Towers Phoenix
Slide 6: Phoenix Mall of the Millennium and Millennium Towers, Pune
Phoenix Mall of the Millennium and Millennium Towers, Pune Indicative Render Phoenix Mall of the Millennium Millennium Towers Total Leasable Area: ~1.20 msft (Offices) ~1.37 msft Leased Occupancy: 91% Trading Occupancy: 88% Consumption: Rs. 1,140 Cr Phoenix Mall of Millennium (Retail) Trading Densit
Slide 7: Phoenix Citadel, Indore
Phoenix Citadel, Indore Phoenix Citadel (Retail) Total Leasable Area: ~1 msft Trading Density: Rs. 674 pspm Consumption: Rs. 528 Cr Trading Occupancy: 92% Leased Occupancy: 93% EBITDA: Rs. 83 Cr Balance FSI potential of ~0.88 msft* Photo shot at location Data as of FY25 * areas mentioned are subject
Slide 8: Phoenix MarketCity Bangalore Expansion
Phoenix MarketCity Bangalore Expansion from ~1 msft to a “Super Campus” of 4+ msft Artist’s Impression Phase 3: Phase 2 Phase 3: Retail expansion Expansion: Office Expansion GLA- ~0.6 msft Grand Hyatt Hotel GLA ~1.20 msft ~ 400 Keys Phase 2: Retail expansion GLA- ~0.17 msft Phase 3 Expansion: Hotel
Slide 9: Phoenix MarketCity Bangalore
Phoenix MarketCity Bangalore Photo shot at location Phoenix MarketCity Bangalore (Retail) Total Leasable Area: ~1.00 msft Leased Occupancy: 97% Trading Occupancy: 95% Consumption: Rs. 1,856 Cr Trading Density: Rs. 2,424 pspm EBITDA: Rs. 220 Cr Balance FSI potential of ~3.35 msft* Data as of FY25 *ar
Slide 10: Attractive Deal Structure
Attractive Deal Structure Staggered payment plan, largely supported by internal cash flows and leverage headroom at the platform itself Tranche wise Payments*# Tranches Amount (Rs. Cr) FY26: 1st Tranche (T^) 1,257 FY27: 2nd Tranche (T + 12 months) 1,370 FY28: 3rd Tranche (T + 24 months) 1,358 FY29:
Slide 11: ISMDPL: Cash Flows + High Leverage Headroom to largely fund the Transaction
ISMDPL: Cash Flows + High Leverage Headroom to largely fund the Transaction Growth Levers expected to sustain FY 17A FY 25A historical EBITDA CAGR Growing EBITDA & Free Cash Flows ~6x From Operating Malls, Completed Offices, Asset EBITDA ~Rs. 109 cr ~Rs. 617 cr Completion of Under construction Retai
Slide 12: Buyout significantly accretive from 1st Year itself
Buyout significantly accretive from 1st Year itself Illustration: Even if Tranche 1 entirely funded by debt at ISMDPL Attributable share of PML’s Share of OFCF OFCF FY25 ISMDPL 49% stake Less: Interest Cost* Platform Stake being acquired ~Rs 251 Cr ~Rs 151 Cr by PML ~Rs 100 Cr Operating Free Cash Fl
Slide 13: Unlocking Benefits from 100% Ownership by PML
Unlocking Benefits from 100% Ownership by PML Post Transaction Completion PML The Phoenix • Structure will allow for efficient utilisation + Upstreaming of cashflows from ISMDPL to PML Mills Limited • PML’s attributable share of EBITDA could potentially grow 3x-4x over time • Reduce leakages on acco
Slide 14: Flashback to the promises made in 2020…
Flashback to the promises made in 2020… Extract from August 2020 QIP Investor Presentation RETAIL DELIVERED: Phoenix Citadel: Dec-22 Phoenix Mall of the Millennium: Sep-23 Phoenix Mall of Asia: Oct-23 OFFICES DELIVERED: Phoenix Asia Towers and Millennium Towers (~2.2 msft): 2025 Balance under constr
Slide 15: Rationale & Growth Drivers
Rationale & Growth Drivers EBITDA Growth Drivers Balance FSI Potential - Indore + Pune + Bengaluru Growth from Ramp-up of Occupancy at Completed Offices Organic Growth from Operational Retail portfolio Growth from ISML Phase 2 Expansion – Retail + Office + Hotel ISML Phase 3 - Retail + Office + Hote
Slide 16: Completed Offices of ~2.15 msft to contribute to EBITDA Growth
Completed Offices of ~2.15 msft to contribute to EBITDA Growth Indicative Render Indicative Render Asset Area (msft) % Leased (as of Jun-25) 2026 Leased Occupancy Target Phoenix Asia Towers ~0.78 msft ~11% ~90% Millennium Towers ~1.37 msft ~3% ~90% Total ~2.15 msft ~6% ~90% OC received Leasing under
Slide 17: Millennium Towers and Millennium Club
Millennium Towers and Millennium Club Built with the Vision of being the “Best Office Building in Pune” Millennium Towers Indicative Render Millennium Club Indicative Render GLA: ~1.37 msft Area: ~50, 000 sq. ft Leasing ramp up to 90% to drive strong EBITDA growth and value creation Part OC Received
Slide 18: Phoenix Asia Towers
Phoenix Asia Towers Grade A Offices within a Thriving Campus GLA: ~0.78 msft Leasing ramp up to 90% to Full OC drive strong EBITDA growth Received and value creation Established office micro- market, to see demand growing with upcoming metro and infra projects Complete Ecosystem - vibrant social inf
Slide 19: Phoenix MarketCity Bangalore: Phase 2 Expansion
Phoenix MarketCity Bangalore: Phase 2 Expansion Under construction Retail, Offices and Hotel Artist’s impression Phase 2 Grand Hyatt Hotel ~400 Keys Phase 2 Retail expansion GLA- ~0.17 msft Phase 2 Art Exchange (Offices) GLA - ~0.40 msft Phoenix MarketCity Bangalore (Existing) - ~1 msft FSI Potentia
Slide 20: Retail Expansion in Phoenix MarketCity Bangalore
Retail Expansion in Phoenix MarketCity Bangalore Unveiling the Gourmet Village in 2026 Indicative Render 170,000 sq. ft. | 19 Restaurants | Dedicated floor for F&B and Entertainment 19
Slide 21: Grand Hyatt Bangalore (Completion expected in 2027)
Grand Hyatt Bangalore (Completion expected in 2027) Vision to be the Best Performing Hotel in Bengaluru Indicative Render 20
Slide 22: Grand Hyatt Bangalore
Grand Hyatt Bangalore ~400 Keys incl. 35 Premium Suites & 1 Presidential Suite 9 versatile indoor and outdoor event venues spread across ~40,000 sft. Featuring: - Ballrooms with pre-event venues & Conference rooms for corporate events and private gatherings 1 All-day Dining Restaurant, 2 Speciality
Slide 23: Art Exchange Offices (completion expected in 2027)
Art Exchange Offices (completion expected in 2027) GLA ~0.4 msft Indicative Render 22
Slide 24: Phoenix MarketCity Bangalore: Phase 3 Expansion (estimated completion 2030)
Phoenix MarketCity Bangalore: Phase 3 Expansion (estimated completion 2030) Artist’s impression Phase 3: Office Expansion GLA ~1.20 msft Phase 3: Retail expansion GLA- ~0.6 msft Phase 3 Expansion: Hotel ~300 Keys FSI Potential: ~2.2 msft* *areas mentioned are subject to planning and regulatory appro
Slide 25: Creating a top-of the mind and most preferred go-to destination
Creating a top-of the mind and most preferred go-to destination Phoenix MarketCity Bangalore Aspire to build an integrated mixed-use campus in the heart of the City All parts of the campus designed to feed into each other – higher visits, longer stays, stronger consumption 2 Hotels (~700 Keys) Stron
Slide 26: EBITDA Growth Drivers at Operational Retail Assets
EBITDA Growth Drivers at Operational Retail Assets FY25 Stabilized Retail Assets Growth Drivers Occupancy (%) Occupancy (%) Phoenix MarketCity Large Anchor spaces optimized and 84%* Bangalore leased to flagship inline and mini anchors at higher rental yields Phoenix Mall of Asia, Category and Brand
Slide 27: Phoenix MarketCity Bangalore – Case Study
Phoenix MarketCity Bangalore – Case Study Significant Rental Upside from Anchor Resizing and Re-leasing Resizing & Before After Relocation Strategy Exited Hypermarket Hypermarket + 1 1 Electronic + 2 ✓ Identify stores with large area, Layout Redesigned the layout Fashion Anchor Increased fashion cat
Slide 28: Luxury and Star Brands Addition Driving Higher Rentals
Luxury and Star Brands Addition Driving Higher Rentals Phoenix Mall of Asia Leased Occupancy Targeted Leased FY25 Occupancy FY 26 85% 95% - Largely (98k sq ft / 8% of mall GLA) of vacancy located at prime Upper Ground Level - Strategically leased last to select Star and Luxury Brands driving higher
Slide 29: Exponential benefit to Phoenix Citadel from proposed infrastructure upgrades
Exponential benefit to Phoenix Citadel from proposed infrastructure upgrades MR 10 Road Development Phase I Phase II Indicative Render Indicative Render Flyover to be operational by ~March 2026* Underpass to be operational by ~July 2026* Improving access to Harda, resulting in increased catchment *C
Slide 30: Balance FSI Potential offers future growth opportunities
Balance FSI Potential offers future growth opportunities At our mixed-use destinations in Indore, Pune, Bengaluru • Existing commercial developments with significant balance undeveloped FSI ~2.71 msft* • Offers long-term densification Balance FSI potential at no additional land Potential cost • Enha
Slide 31: Sustainability Updates
Sustainability Updates Certifications Initiatives^ USGBC LEED Certification TM achieved with Gold Rating Renewable energy through offsite solar plant EV Charging / rooftop Stations Aspiring Smart Building Management USGBC LEED Certification TM | WELL certification* Systems Tie ups with Professional
Slide 32: Disclaimer
Disclaimer Certain statements in this communication may be ‘forward looking statements’ within the meaning of applicable laws and regulations. These forward-looking statements involve a number of risks and uncertainties, including regulatory changes, and other factors that could cause actual results
Slide 33: Thank you
Thank you 32
The Phoenix Mills — Merger or Acquisition (July 2025) on 6ix