Mac Charles (India) Limited , a prominent player in the Indian real estate sector, has received a significant order from the National Company Law Tribunal (NCLT) regarding its proposed Scheme of Arrangement with Embassy Prism Ventures Limited. The company has now requested an extension for convening the equity shareholders' meeting due to certain factual discrepancies in the order.

Latest Development

Mac Charles (India) Limited received the order from the National Company Law Tribunal, Bengaluru Bench, on January 6, 2026. However, the company has identified certain factual discrepancies in the order that require rectification. Consequently, the company is seeking an extension for convening the equity shareholders' meeting as directed by the NCLT, citing paucity of time.

Background of the Scheme

The Scheme of Arrangement involves Mac Charles (India) Limited as the demerged company and Embassy Prism Ventures Limited as the resulting company, along with their respective shareholders. The scheme operates under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Previous Milestones

The company had previously achieved several key milestones in the restructuring process:

Regulatory Compliance

Mac Charles (India) Limited has maintained compliance with all regulatory requirements throughout the process. The BSE had earlier approved the scheme through an observation letter dated August 21, 2025, without raising any adverse observations or suggesting modifications to the proposed arrangement.

Next Steps

The company has indicated that it will provide updates shortly regarding the rectification of factual discrepancies and the extension request for the shareholders' meeting. The resolution of these issues will be crucial for the smooth progression of the Scheme of Arrangement.

Investors and stakeholders will be monitoring these developments closely, as the successful implementation of the scheme could have significant implications for both Mac Charles (India) Limited and Embassy Prism Ventures Limited.

Mac Charles India Limited has filed revised disclosures under SEBI Takeover Regulations 31(1) and 31(2) on December 30, 2025. Embassy Property Developments Private Limited submitted the updated regulatory filings to BSE Limited, confirming the encumbrance details for the ₹5,400 crore debenture transaction.

Revised Regulatory Filing Details

Devika Priyadarsini, Company Secretary of Embassy Property Developments Private Limited, signed the revised disclosure documents on December 30, 2025. The filing addresses compliance requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, providing updated information about the encumbrance structure.

Promoter Shareholding Structure

The revised disclosure confirms Embassy Property Developments Private Limited's substantial holding in Mac Charles India Limited. The promoter maintains 96,16,952 equity shares representing 73.41% of the total share capital, with 66,81,537 shares (51%) under encumbrance arrangement.

Debenture Transaction Framework

The encumbrance serves as security for debentures issued by MacCharles Hub Projects Private Limited, a wholly-owned subsidiary of Mac Charles India Limited. The debenture trust deed executed on December 8, 2025, with Catalyst Trusteeship Limited establishes the security framework for the ₹5,400 crore transaction.

Control Covenant Requirements

The debenture trust deed includes specific control covenants linking debt repayment to ownership thresholds. The debt becomes immediately repayable if Embassy Property Developments Private Limited and Jitendra Virwani cease to own at least 51% of Mac Charles India's issued share capital or lose direct or indirect control of the company.

Regulatory Compliance Update

The December 30, 2025 filing represents Embassy Property's commitment to maintaining transparency under SEBI substantial acquisition norms. The revised disclosure ensures accurate reporting of the encumbrance arrangement and control covenant structure to market participants and regulatory authorities.