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 Limited, a prominent real estate and hospitality company, has reported a significant reduction in its standalone loss for the quarter ended September 30, 2025 (Q2 FY26). The company's financial performance shows signs of improvement amid ongoing real estate projects and strategic initiatives.

Financial Highlights

Mac Charles posted a standalone loss of ₹15.54 crore for Q2 FY26, a substantial improvement from the ₹134.76 crore loss reported in the same period last year. This narrowing of losses indicates the company's efforts towards financial recovery and operational efficiency.

The company's revenue from operations saw a remarkable increase to ₹237.47 crore in Q2 FY26, compared to ₹33.04 crore in Q2 FY25. This significant growth in revenue suggests a strong uptick in the company's core business activities.

Debt Management and Security Cover

Mac Charles continues to maintain a robust security cover for its outstanding non-convertible debentures (NCDs). As of September 30, 2025, the company reported:

The strong security cover ratio of 7.90 times, well above the required 1.00 times, demonstrates the company's commitment to maintaining a healthy financial position and protecting the interests of its debenture holders.

Operational Updates

During Q2 FY26, Mac Charles made significant progress in its real estate operations:

1. The company received an Occupancy Certificate for its building, Embassy Zenith, marking the completion of the office building project.
2. Lease agreements were executed for floors 5th to 13th of Embassy Zenith on April 3, 2025, with these floors already handed over to the lessee.
3. Additional lease agreements for floors ground to 4th of Embassy Zenith were signed on September 25, 2025, with subsequent handover to the lessee.

These developments indicate Mac Charles's active engagement in expanding its commercial real estate portfolio and generating recurring rental income.

Corporate Actions

The Board of Directors has previously approved a Scheme of Arrangement for the demerger of a certain undertaking from Mac Charles Limited to Embassy Prism Ventures Limited, a wholly-owned subsidiary. While the company has received no objection from the BSE and filed the scheme with the National Company Law Tribunal, the final approval is still pending.

Conclusion

Mac Charles Limited's Q2 FY26 results reflect a company in transition, with narrowing losses and growing operational revenues. The strong security cover for its NCDs and progress in real estate projects position the company for potential growth. However, investors should continue to monitor the company's performance and the outcome of its corporate restructuring efforts in the coming quarters.

Note: All financial figures are based on standalone results unless otherwise specified.