Mac Charles (India) Limited has issued a comprehensive postal ballot notice seeking shareholder approval for a corporate guarantee and options agreement related to a ₹540.00 crore debenture issuance by its wholly-owned subsidiary MacCharles Hub Projects Private Limited.

Postal Ballot Timeline and Process

The company announced the postal ballot process through its notice dated December 9, 2025, appointing Mr. Umesh P. Maskeri, Practicing Company Secretary (Certificate of Practice No. 12704), as scrutinizer for conducting the electronic voting process.

Debenture Issuance Structure

MacCharles Hub Projects Private Limited proposes to issue 54,000 senior, secured, redeemable, listed, rated non-convertible debentures with a face value of ₹1,00,000 each. Embassy Property Developments Private Limited, the holding company owning 73.41% of Mac Charles, will provide the corporate guarantee.

Material Related Party Transaction

The transaction qualifies as a material related party transaction under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The value represents 54.93% of the company's annual consolidated turnover for the financial year ended March 31, 2025, significantly exceeding the 10% threshold for material transactions.

Options Agreement Components

The postal ballot covers approval for an Options Agreement including:

• Put option to be provided by the Guarantor to Catalyst Trusteeship Limited in relation to the debentures
• Call option exercisable by the Guarantor in relation to the debentures
• Terms and conditions to be agreed between the Company, Guarantor, and Catalyst Trusteeship Limited

Regulatory Compliance and E-voting

In compliance with MCA circulars and SEBI regulations, the company will conduct the postal ballot exclusively through electronic voting. Physical postal ballot forms will not be sent to shareholders, following COVID-19 related relaxations granted by the Ministry of Corporate Affairs.

Board Recommendations and Approvals

The independent directors of the Audit Committee have unanimously approved the proposed transaction. The Board considers the transaction to be in the interest of the company and recommends shareholders approve the ordinary resolution through the postal ballot process.

Except for Mr. Aditya Virwani (DIN 06480521), who has interests in Embassy Property Developments Private Limited, none of the Directors and Key Managerial Persons of the company or their relatives have any financial or other interest in the proposed resolution.

Mac Charles has reported that Embassy Property Developments Private Limited has released pledges on a significant portion of its stake in the company, according to a recent disclosure. The move involves the release of encumbrances on 9,616,952 equity shares, representing 73.41% of Mac Charles' total share capital.

Pledge Release Details

The pledge releases were related to multiple loan arrangements with Indiabulls Commercial Credit Limited and Indiabulls Housing Finance Limited. Here's a breakdown of the key details:

Loan Details

The pledges were originally created in connection with loans taken by Embassy Property Developments and LJ-Victoria Properties Private Limited. One of the significant loans mentioned in the disclosure was for Rs. 187.00 crores, taken by Embassy Property Developments from Indiabulls Commercial Credit Limited.

Implications

The release of these pledges may indicate a change in the financial position of Embassy Property Developments. However, it's important to note that the specific reasons for the pledge releases were not explicitly stated in the disclosure.

Regulatory Compliance

This disclosure was made in compliance with Regulations 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Such disclosures are crucial for maintaining transparency in the stock market and keeping investors informed about significant changes in shareholding patterns or encumbrances.

The release of pledges on such a substantial portion of Mac Charles' shares may be of interest to market participants. Investors and stakeholders may want to monitor any further developments or announcements from either Embassy Property Developments or Mac Charles for additional context or implications of this corporate action.