Embassy Property Developments Private Limited (EPDPL) has pledged 66,81,537 equity shares of Mac Charles (India) Limited , constituting 51% of the listed company’s total share capital, to secure a debt facility for its affiliate, Calatheas Developments Private Limited. The encumbrance was created on July 29, 2026, in favor of Catalyst Trusteeship Limited, acting as the common security trustee, under a debenture trust deed dated July 24, 2026. This pledge serves as collateral for senior, secured, redeemable, unlisted, and unrated non-convertible debentures issued by Calatheas, linking the promoter’s control over Mac Charles directly to the repayment obligations of the debt issuer.

The disclosure was filed pursuant to Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with the National Stock Exchange of India Limited and BSE Limited on July 31, 2026. EPDPL holds a total of 96,16,952 shares in Mac Charles (India) Limited, representing 73.41% of the total share capital. The newly encumbered shares account for 69.47% of EPDPL’s promoter holding. The transaction secures a debt amount of ₹270 crore, against which the value of the pledged shares on the date of the event was ₹464.19 crore, resulting in a security cover ratio of 1.72.

Pledge Details

The debenture trust deed includes specific covenants regarding the ownership structure of Mac Charles (India) Limited. Under the terms, if EPDPL ceases to own at least 51% of the issued and paid-up share capital of Mac Charles (India) Limited on a fully diluted basis, or if it ceases to directly or indirectly control the company, the associated debt must be repaid immediately. This condition is classified as an encumbrance under SEBI regulations.

End Use of Funds

The borrowed amount secured by this pledge is intended for two primary purposes. First, it will be used to grant an inter-corporate loan to Embassy Maverick Malls Private Limited (EMMPL). EMMPL will utilize these funds for initial approval costs, design costs, and development costs related to an identified project. Second, the proceeds will cover general corporate purposes and payment of fees, costs, and expenses incurred in relation to the issue of the debentures.

What the Numbers Show

The pledge covers more than two-thirds of EPDPL’s entire holding in Mac Charles (India) Limited, indicating a significant concentration of collateral risk within this single asset. With a security cover ratio of 1.72, the lender maintains a substantial margin of safety relative to the debt value of ₹270 crore. However, the repayment trigger tied to maintaining a 51% controlling stake introduces a structural dependency; any dilution of EPDPL’s holding below this threshold would necessitate immediate debt settlement, potentially forcing a liquidity event or restructuring of the promoter’s balance sheet.

Mac Charles (India) Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26, detailing a business model primarily driven by rental income. The report, which covers standalone disclosures, indicates that the company’s operations are heavily skewed towards real estate activities, with rental income contributing 92.2% of the total turnover. The remaining 7.8% was derived from the sale of electricity through windmill operations.

The company reported a paid-up capital of 131.01 million and a net worth of 3,608.95 million. Its operations are national, confined to Karnataka, with no export activities. The workforce comprises 22 employees, including 20 permanent staff and 2 on fixed-term contracts. The gender distribution shows 86% male and 14% female employees. Women represent 16.66% of the Board of Directors and 33.33% of Key Managerial Personnel.

Financial and Operational Metrics

The BRSR outlines the company's financial structure and operational focus. The turnover for the period was recorded at 1,103.04 million. The company confirmed that Corporate Social Responsibility (CSR) requirements under Section 135 of the Companies Act, 2013, are not applicable to it.

Stakeholder Engagement and Grievances

Mac Charles (India) Limited reported a clean record regarding stakeholder grievances for FY 2025-26. There were zero complaints filed by communities, investors, shareholders, employees, customers, or value chain partners. The company maintains a grievance redressal mechanism, accessible via its website, though no cases required resolution during the year.

Employee Welfare and Compliance

The company demonstrated strong compliance with employee welfare regulations. All permanent employees were covered by health and accident insurance, with 100% coverage reported. Statutory benefits such as Provident Fund (PF), Gratuity, and Employee State Insurance (ESI) were deducted and deposited for the entire workforce. The report also noted that 100% of employees received training on health and safety measures, as well as skill upgradation.

Governance and Risk Management

Governance structures include a Risk Management Committee and a CSR Committee to oversee sustainability activities. The Board of Directors is the highest authority responsible for implementing business responsibility policies. The company confirmed that it has not incurred any fines or penalties during the financial year and maintains an anti-corruption and anti-bribery policy.