Phoenix Mills' Stake in Associate Mirabel Entertainment Diluted to 35.49% Following Rights Issue

The Phoenix Mills Limited has informed stock exchanges that its shareholding in associate company Mirabel Entertainment Private Limited has been diluted following a rights issue conducted on May 07, 2026. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Rights Issue Details

On May 07, 2026, Mirabel Entertainment Private Limited made an allotment of 4,35,000 (Four Lakh Thirty Five Thousand) equity shares of face value Rs. 10/- (Rupees Ten only) each by way of a rights issue to an existing shareholder of Mirabel. Phoenix Mills did not participate in the said rights issue, which resulted in a dilution of its proportionate stake in the associate company.

The key parameters of the rights issue and its impact are summarised below:

Parameter: Details Date of Allotment: May 07, 2026 Shares Allotted: 4,35,000 equity shares Face Value per Share: Rs. 10/- Allotted To: Existing Shareholder of Mirabel Revised Paid-Up Share Capital: Rs. 1,49,90,000/- Pre-Issue Shareholding (Phoenix Mills): 50.00% Post-Issue Shareholding (Phoenix Mills): 35.49%

Impact on Shareholding and Associate Status

As a direct consequence of the rights issue, the paid-up share capital of Mirabel Entertainment Private Limited has increased to Rs. 1,49,90,000/- (Rupees One Crore Forty-Nine Lakh Ninety Thousand only). Phoenix Mills' shareholding in Mirabel has consequently been diluted from 50.00% to 35.49% of the total shareholding and voting rights. Notwithstanding this dilution, Mirabel Entertainment Private Limited continues to be classified as an associate company of Phoenix Mills.

The intimation was signed by Bhavik Gala, Company Secretary (Membership No. F8671), on behalf of The Phoenix Mills Limited, and the relevant information has been uploaded on the company's investor relations website.

The Phoenix Mills Limited delivered strong operating performance in FY26 with consolidated revenue of Rs 4,423 crore and EBITDA of Rs 2,637 crore, representing growth of 16% and 22% respectively. The company achieved this performance without adding any new retail capacity during the year, underscoring the strength of its retail-led mixed-use platform. Net profit after tax for the year stood at Rs 1,557 crore, up 20%, while operating free cash flow reached Rs 2,140 crore, growing 23%.

Retail Business Performance

Retail continued to be the core engine of the Phoenix portfolio with exceptional leasing momentum during FY26. The company completed approximately 920 deals covering 3.2 million sq. ft. and opened over 400 new stores across the portfolio. Marquee brands including Apple, Ikea, Uniqlo, Bershka, Rolex, Golden Goose, Lego, Victoria's Secret, Onitsuka Tiger, and flagship stores of Lifestyle, Tanishq, Azorte, Game Palacio, and Pantaloons were launched during the year.

Parameter FY26 Performance Retail Rental Income Rs 2,157 crore (up 10% YoY) Retail EBITDA Rs 2,246 crore (up 12% YoY) Retail Consumption Rs 16,587 crore (up 21% YoY) Q4 Consumption Growth 31% Leasing Deals Completed 920 deals (3.2 million sq. ft.)

Phoenix Palladium delivered rental income of Rs 461 crore, growing 14% year-on-year. Newer assets showed strong traction with Phoenix Mall of Asia delivering 33% growth in rentals and Phoenix Mall of the Millennium delivering 22% growth. Phoenix Pallassio achieved over 20% rental growth across 120 renewal and new deals in its fifth year of operation.

Office and Hospitality Segments

The office platform expanded significantly from approximately 2 million sq. ft. in FY24 to nearly 4.8 million sq. ft. across four cities: Mumbai, Pune, Bangalore, and Chennai. Gross leasing for FY26 exceeded 2.2 million sq. ft. with portfolio occupancy reaching 70%. Mature operational assets saw occupancy rise to 83% from 67% at the start of the year. The operational office portfolio in Mumbai and Pune generated income of Rs 213 crore with EBITDA of about Rs 141 crore.

Hospitality demonstrated resilience with hotel income growing 8% to Rs 596 crore and EBITDA increasing 14% to Rs 276 crore. The St Regis Mumbai outperformed the market with EBITDA margins improving to 49% and average room rates exceeding Rs 21,000.

Residential and Financial Position

Gross residential bookings doubled to Rs 471 crore with collections at Rs 467 crore and revenue recognized at Rs 489 crore. The performance was driven by premium residential projects in Bengaluru, One Bangalore West and Kessaku, with average realization pricing around Rs 28,000-29,000 per square foot.

Financial Metrics FY26 Consolidated Revenue Rs 4,423 crore Consolidated EBITDA Rs 2,637 crore Net Profit After Tax Rs 1,557 crore Operating Free Cash Flow Rs 2,140 crore Gross Debt Rs 5,164 crore Net Debt Rs 3,160 crore Net Debt to EBITDA 1.19x

The balance sheet remained firmly under control despite elevated capital deployment. The company invested approximately Rs 1,035 crore in construction and development across retail and office assets, and Rs 431 crore towards land and development rights. The net debt to EBITDA ratio improved from 1.24x in the previous year to 1.19x.

Growth Pipeline

Under-construction assets show encouraging progress with Phoenix Grand Victoria in Kolkata at 79% leased and Phoenix Surat at 41% leased, both targeted for operational launch in the second half of FY28. The company is actively scouting new cities including Hyderabad, Jaipur, and Navi Mumbai for expansion, with potential announcements expected during FY27. Existing asset expansions include Phoenix Palladium and Phoenix Market City Bangalore being converted into super campuses.

The earnings conference call for Q4FY26 concluded on April 28, 2026, at 11:45 A.M. IST, with analysts and institutional investors. The transcript has been made available on the company's website. The compliance documentation was formally submitted to both BSE Limited and National Stock Exchange of India Limited, with the notice digitally signed by Bhavik Gala, Company Secretary (Membership No. F8671).

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