Mac Hotels Ltd

Issue Overview

• Issue type: preferential issue of equity shares and convertible warrants.
• Total proceeds revised downward due to undersubscription.
• Objects include working capital including capex/renovation, land purchase, strategic investments, and GCP.

Utilisation of Proceeds

• Utilisation is as per disclosures in the Offer Document: Yes.
• Deviation from objects: No material deviation observed.
• Working including capital construction and renovation: end-quarter utilisation 3.81 Cr; unutilised 2.19 Cr; ongoing.
• Land purchase: end-quarter utilisation 1.35 Cr; unutilised 7.15 Cr; ongoing.
• Strategic investments: end-quarter utilisation 3.00 Cr; unutilised 3.00 Cr; ongoing.
• General Corporate Purpose: end-quarter utilisation 0.18 Cr; unutilised 3.24 Cr; ongoing.
• Deployment of unutilised proceeds: Axis account 0.08 Cr; IDBI warrants balance; closing warrants balance Rs 18,915.
• Delay in implementation: ongoing; no days or reasons reported.

Governance and Compliance

• Statutory approvals obtained; shareholder approvals not applicable.
• No material events or information affecting viability reported.
• No conflicts of interest or unusual related-party concerns disclosed.

General Corporate Purpose

• GCP utilized: 0.18 crore for general corporate purposes.

Dematerialisation status

• Confirmation certificate and dematerialised share details received from the RTA.
• No explicit processing status or listing details are stated in the excerpt.

Purpose of EGM

• Increase authorised share capital and amend Memorandum of Association
• Issue equity shares on preferential basis to promoters and others
• Issue convertible warrants on preferential basis to promoters and others
• Amend main object clause of Memorandum of Association
• Approve material related party transactions

Summary of Resolutions and Voting Outcome

• Item 1: Ordinary resolution to increase authorised share capital approved unanimously
• Item 2: Special resolution for preferential issue of equity shares approved unanimously
• Item 3: Special resolution for preferential issue of convertible warrants approved unanimously
• Item 4: Special resolution to amend main object clause approved unanimously
• Item 5: Special resolution to approve material related party transactions approved unanimously

Voting Details

• All resolutions received 100% votes in favour from members voting at EGM
• No votes against or invalid votes recorded for any resolution
• Remote e-voting had no votes cast; all votes were from ballot at EGM

Shareholding and Control Impact

• Preferential issues involve promoters, promoter group, and non-promoter entities
• No explicit change in promoter holding or control disclosed

Other Governance Impact

• No changes to board or management reported in resolutions

Independent Directors Meeting Outcomes

• Reviewed performance of Non-Independent Directors and the Board as a whole
• Reviewed Chairperson's performance considering executive and non-executive directors' views
• Assessed quality, quantity, and timeliness of information flow between management and Board

Purpose of EGM

• Increase authorised share capital and amend Memorandum of Association clause
• Issue equity shares on preferential basis to promoters and others
• Issue convertible warrants on preferential basis to promoters and others
• Amend main object clause of Memorandum of Association
• Approve material related party transactions

Meeting Details

• EGM held on March 21, 2026 at company registered office in Goa
• Meeting started at 3:30 PM and ended at 3:50 PM
• Resolutions voted through remote e-voting and ballot papers

Meeting Details

• Independent Directors meeting scheduled on Monday, 23 March 2026
• Meeting to be held at Registered office, First Floor Beach Plaza, Nomxin Caranzalem, Goa

Key Agenda Items

• Review performance of non-independent directors and the Board as a whole
• Review performance of Chairperson considering views of executive and non-executive directors
• Assess quality, quantity, and timeliness of information flow between management and Board

Capital Structure and Preferential Issue

• Increase authorised share capital from Rs. 9 Cr to Rs. 18 Cr by creating 90 lakh new equity shares of Rs. 10 each.
• Issue up to 48,00,500 equity shares at Rs. 45/share (Rs. 35 premium) on preferential basis to promoters, promoter group, and non-promoters.
• Issue up to 73,68,712 convertible warrants at Rs. 45/warrant with 18-month conversion right on preferential basis to same categories.
• Equity shares and warrants to be locked in as per SEBI ICDR Regulations; allotment within 15 days of approval or regulatory clearances.
• Total funds to be raised up to Rs. 54.76 Cr for working capital, land acquisition, strategic investments, and general corporate purposes.

Corporate Governance and Approvals ️

• Amend main object clause to include manufacturing and trading of chemicals, diamonds, pharmaceuticals, and related products.
• Approve material related party transaction with Hotel Miramar Comfort Pvt Ltd for land acquisition worth Rs. 8.5 Cr on arm’s length basis.
• Related party transaction value (~Rs. 8.5 Cr) represents ~215% of FY 2024-25 turnover; transactions at arm’s length and ordinary course.
• Post-issue, promoters and promoter group holding expected to be ~56.82%; no change in management or control envisaged.
• No directors or key managerial personnel, except promoters/allottees, have interest in resolutions.

Authorizations and Compliance

• Board authorized to finalize terms, execute documents, and complete regulatory filings for all resolutions.