The Phoenix Mills Limited — Combination C-2025/08/1310

Notice under Section 6(2) of the Competition Act, 2002 given by The Phoenix Mills Limited

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 01st August 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by the Phoenix Mills Limited (PML/Acquirer).

2. The Notice was filed pursuant to the execution of the Framework Agreement dated 24th July 2025 amongst Canada Pension Plan Investment Board (CPPIB/Seller), PML and Island Star Mall Developers Private Limited (ISMDPL/Target). Pursuant to the filing of the Notice, the Acquirer also made a voluntary submission vide communication dated 12th August 2025.

Combination Registration Number: C-2025/08/1310

3. The Proposed Combination involves acquisition of 49% shareholding in the Target by the Acquirer (or through its Affiliates) thereby becoming the 100% shareholder and acquiring sole control, directly or indirectly, in the Target.

4. The Acquirer is engaged in the development (including designing, execution, marketing etc.), operations and leasing of commercial and retail spaces, including retail malls, commercial offices, hospitality assets, food & beverages and sale of residential properties, through its various subsidiaries. It has presence in several cities such as Mumbai, Bengaluru, Pune, Chennai and Indore.

5. The Target, directly and through its subsidiaries, is primarily active in the development (including designing, execution, marketing etc.), operations and leasing of commercial and retail real estate, in cities of Pune, Bengaluru and Indore.

6. It is observed that the activities of the Parties primarily overlap in the business segments for retail and commercial real estate, in particular, the development (including designing, execution, marketing etc.), operations and leasing of retail (in cities of Pune, Bengaluru and Indore) and commercial spaces (in the cities of Pune and Bengaluru).

7. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.

8. In relation to the vertical overlaps, it is noted that there exist certain linkages between the activities of the parties. These activities are limited to the provisions of services such as common area maintenance, licence fees, providing food & beverage services, marketing expenses recovery etc. and the Proposed Combination is not changing the market dynamics in any manner.

Combination Registration Number: C-2025/08/1310

9. With regard to the horizontal overlaps, it has been observed that the presence of the Parties in commercial segment in the cities of Bengaluru and Pune and in the retail segment in the cities of Pune, Bengaluru and Indore is likely to cause any competition concern.

10. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

12. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

13. The Secretary is directed to communicate to the Acquirer accordingly.