Mac Charles India Ltd

Processing status

• Certificate confirms demat requests were processed within 15 days of receipt for the quarter ended Sep 30, 2026.

Mac Charles (India) Ltd: Trading Window to Remain Closed from October 01, 2026 till 48 hours after declaration of Unaudited Financial Results for the quarter ended September 30, 2026

AGM Details

• AGM held on August 13, 2026 at 11:00 IST via VC/OAVM.
• Remote e-voting from Aug 10–12; results to be intimated.
• 38 members attended via VC/OAVM.
• Deemed venue: registered office.

Resolutions & Outcomes

• Adoption of audited financials and consolidation approved.
• Re-appointment of P.R. Ramakrishnan approved (retirement by rotation).
• Continuation of Ramakrishnan as Non-Executive Non-Independent director after age 75 approved.

Governance / Director Changes

• No other director changes reported.

AGM Details

• Date and time: 11:00 AM, 13 August 2026.
• Mode: VC/OAVM.
• Deemed venue: Bengaluru.
• Cut-off date: 06 August 2026.
• Remote e-voting period: 10–12 August 2026.
• Extended post-AGM voting window: 15 minutes.
• No physical attendance required.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of audited financial statements and consolidated results.
• Resolution 2 (Ordinary): Re-appointment of director retiring by rotation.
• Resolution 3 (Special): Continuation of director beyond age 75.

Voting Outcomes

• Resolution 1: Passed with requisite majority.
• Resolution 2: Passed with requisite majority.
• Resolution 3: Passed with requisite majority.

Other Details

• Dividend: No dividend proposed or declared.
• Auditors: No changes disclosed.
• Material related party transactions: None disclosed.
• Director changes: No new appointments; continuation beyond age 75.
• Other approvals: None.

AGM details

• AGM held on 13 August 2026 at 11:00 AM via VC/OAVM.
• Mode: Video Conferencing and Other Audio Visual Means.
• Record date for notice/eligibility: 06 August 2026.
• Remote evoting from 10-12 August 2026, extended 15 minutes after AGM.
• Deemed venue: Registered Office, Bangalore.

Key resolutions

• Resolution 1: Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Resolution 2: Re-appointment of Mr. P.R. Ramakrishnan by rotation.
• Resolution 3: Continuation of Mr. P.R. Ramakrishnan as Non-Executive Non-Independent Director upon turning 75.

Voting results

• Resolution 1: Passed; 10,490,123 in favour, 167 against.
• Resolution 2: Passed; 10,490,218 in favour, 72 against.
• Resolution 3: Passed; 10,490,218 in favour, 72 against.

Director changes

• Re-appointment by rotation of Mr. P.R. Ramakrishnan.
• Continuation as Non-Executive Non-Independent Director after attaining 75 on 19 June 2027.

Security cover status

• Security cover ~1.33x on book value; NCDs outstanding = none.
• No explicit breach or non-compliance reported.

Assets pledged

• Property, plant and equipment: total 174.48 million (exclusive 18.61; other secured 155.87).
• Investment property: Embassy Zenith, 6,319.28 million.
• Investments: 4,903.57 million (2,035.20 exclusive; 2,868.37 other).
• Loans: 3,156.10 million to subsidiaries.
• Trade receivables: 18.85 million not offered as security.
• Cash and cash equivalents: 16.01 million not offered as security.
• Bank balances: 86.10 million not offered as security.
• Asset held for sale: 4.57 million not offered as security.
• Other assets: 596.77 million not offered as security.

Liabilities secured

• Term loans and vehicle loans: 10,704.58 million.
• Trade payables: 21.70 million.
• Other current and non-current liabilities: 733.33 million.
• Total secured liabilities: 11,459.61 million.

Covenants & compliance

• No breaches or non-compliance events reported during the period.

NCDs outstanding

• Outstanding listed NCDs as of 30 June 2026: none.

Material changes

• No material changes affecting security cover since last reporting period.

Board approvals & results

• Board approved related party transaction with Embassy Services for electricity wheeling up to ₹3.50 crore.
• Adoption of standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Increased ICD tenor by 5 years with Mac Charles Hub Projects Pvt Ltd.

NCD proceeds utilization

• NCD proceeds of ₹500 million repaid in June 2026.
• No deviation reported in use of proceeds.

Debt metrics

• Total financial indebtedness: ₹10,704.58 million as on 30 June 2026.
• Borrowings: ₹10,704.58 million as on 30 June 2026.

Security cover position

• Security cover assets total ₹15,288.50 million; secured liabilities ₹11,459.61 million.

Event Overview

• Creation of pledge over promoter shares in MCIL on 29 July 2026.
• Encumbrance dates: 24 July 2026 (encumbrance) and 29 July 2026 (pledge).

Key Details

• Target company: Mac Charles (India) Limited.
• Type of encumbrance: Pledge (others).
• Encumbrance before/after: 0 shares before; 66,81,537 shares after (51% of total).
• Promoter involved: Embassy Property Developments Private Limited.
• Favouring entity: Catalyst Trusteeship Limited (debenture and common security trustee).
• Lender: Standard Chartered Bank-IFSC Gift City.
• Reason: to secure debentures issued under Debenture Trust Deed.
• Amount involved: INR 270 crore.
• End use: inter-corporate loan to Embassy Maverick Malls Private Limited and general corporate purposes.
• Post-encumbrance promoter shareholding: 66,81,537 shares encumbered (51% of total).
• Encumbrance as % of promoter holding: 69.47%.

Additional Notes

• Covenant requires debt repayment if promoter ownership falls below 51%.

Meeting Details

• Board meeting on August 13, 2026, at 14th Floor, Pinnacle Tower, Embassy One, Bangalore.

Key Agenda Items

• Unaudited standalone and consolidated quarterly results for quarter ended June 30, 2026, with Limited Review Report from Auditors.

Other Notes