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.

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.