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 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.