Mac Charles India Ltd

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.

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

Demat processing status

• Certificate regarding demat processing within 15 days of receipt attached from the registrar and transfer agent.

Overview

• Standalone BRSR for Mac Charles (India) Limited for FY 2025-26.
• Main activities: wind electricity sales (7.8%) and rentals (92.2%).
• Turnover Rs 1,103.04 million; net worth Rs 3,608.95 million.
• Listed on BSE Limited; CIN L55101KA1979PLC003620.

Key ESG Risks & Opportunities

• No explicit material ESG risks or opportunities disclosed.
• Risk Management and CSR Committees oversee ESG risks; WTD and CFO participation.

Governance & Policy Highlights

• Board oversight via Risk Management and CSR Committees; WTD and CFO involvement.
• Anti-bribery policy in place; policy available on website.
• Code of Conduct with zero tolerance for non-compliance.
• Whistleblower policy; grievances via investor relations email.
• No fines or penalties in FY2025-26.
• Policies cover all nine principles; board approval for mandated policies.

Social Responsibility & Workforce

• Total employees: 22; permanent 20, fixed-term 2.
• Board has 1 female director; total employees include 3 females.
• Permanent male turnover 6%; female 0%.
• LTIFR 0; no fatalities; zero total injuries.
• 100% safety/health training; 100% health and safety assessments.
• Parental leave: return-to-work and retention rates 100%.
• Whistleblower channel for grievances; investor-relations email.

Environmental Performance

• Energy data not disclosed; no renewable share reported.
• Water use limited to human consumption; sensor taps deployed.
• GHG emissions (Scope 1/2) not disclosed.
• Waste generation minimal; no landfill; focus on reduce/reuse/recycle.
• Environmental compliance with applicable laws; PAT/DCs not applicable.
• No environmental certifications disclosed.

Stakeholder Engagement & Complaints

• Stakeholders include investors, shareholders, government/regulators, vendors, employees, banks, community.
• Engagement: quarterly with shareholders/investors; ongoing with regulators; vendor and employee engagement.
• FY2025-26 complaints filed: 0; no pending at year-end.
• Grievance policy web link: https://www.maccharlesindia.com/investor-relation/.

Other Notable Metrics

• Cybersecurity/data privacy policy exists; policy link on website.
• No data breaches reported.
• CSR activities in aspirational districts not disclosed.
• Policy links: Polices.html and Anti-bribery policy available on site.
• Public policy positions not disclosed.

Financial snapshot

• Standalone revenue ₹1,788.44m, up from ₹731.02m prior year.
• PBT before tax ₹(457.30)m; vs ₹(590.75)m prior.
• Net loss ₹(457.30)m; EPS ₹(34.91).
• Consolidated revenue ₹1,235.11m; consolidated loss ₹₹1,162.78m.
• Dividend not declared for FY2025-26; reserves not proposed.
• Adjusted net debt/ equity at 3.39x.
• Statutory audit report contains no qualifications.
• Capital structure: no transfer to reserves proposed.
• Operating cash flow: standalone ₹829.39m; consolidated ₹(649.56)m.

Business performance by segment

• Sale of electricity ₹86.13m; Rental income ₹1,016.91m; Others ₹685.40m.
• Zenith building completed; flagship asset fully leased.
• Rental income contribution from Embassy Zenith high in segment.
• Real estate development focus; Zenith and Hub projects under progress.

Strategic developments & demerger

• Scheme of Arrangement with Embassy Prism Ventures filed; demerger outline progressing.
• NCLT first motion order dated 17-Jan-2026; second motion filed Mar-2026.
• 46th AGM slated for 13-Aug-2026 via VC/OAVM.
• Holding company and four wholly owned subsidiaries; Hub Projects listed debt noted.

Capital structure & liquidity

• Standalone borrowings ₹11,617.37m; long-term ₹10,634.35m; current ₹983.02m.
• Consolidated borrowings ₹15,075.65m.
• Undrawn borrowing facilities ₹1,000.00m (end of year).
• Exceptional item: prepayment penalties and related costs ₹₹565.59m.
• Cash & cash equivalents stand at ₹31.99m (standalone) and ₹40.83m (consolidated).
• No significant liquidity issues; undrawn facilities available for ongoing needs.

Governance & management

• Board: 6 directors; 3 independent, including Barkha Mahtani; Tanya John exited Aug-2025.
• Five board meetings; Audit Committee met 5 times; Risk Committee 2 times.
• Remuneration: Whole-time Director ₹₹10.69m; CFO up 14%.
• Independent directors affirmed independence; familiarisation programs conducted.
• Ms. Barkha Mahtani designated as woman director; secretarial auditor engaged.

Related party transactions & risk management

• Related parties include Embassy Property Developments (Holding), four wholly owned subsidiaries.
• Material RPT: corporate guarantees to Mac Charles Hub Projects ₹3,500.00m.
• Inter‑company loans to subsidiaries; sale of electricity and rental income with group entities.
• RPTs are at arm’s length; policy disclosed on company website.

ESG & CSR

• Business Responsibility & Sustainability Report (BRSR) included; CSR not mandatorily applicable per Act.
• CSR Committee met once; CSR spend not allocated due to losses; policy on website.
• Energy: generated ~1.83 million units green power; LED upgrades implemented.
• Whistle blower policy in place; no complaints received in year.

Outlook & risks

• Bengaluru real estate outlook positive; Embassy Zenith rental growth expected.
• Macro risks: regulatory changes, inflation, and interest rate shifts.
• Wind energy sales to GESCOM/HESCOM to continue; development pipeline remains selective.
• Debt refinancing and capital efficiency remain management priorities.

Key notes & disclosures

• Scrip: BSE 507836; ISIN INE435D01014; dematerialised shares.
• Subsidiaries disclosed in AOC-1; Hub Projects debt-listed; Embassy Prism Ventures acquired.
• Auditors: Walker Chandiok & Co LLP; Internal: EY; Secretarial: Umesh Maskeri.
• Disclosures on related party transactions and IEPF transfers as per statutory requirements.