Mac charles (India) Limited successfully conducted its NCLT convened General Meeting on February 25, 2026, through video conferencing to address critical corporate restructuring matters. The meeting, held from 11:00 A.M. to 11:15 A.M. IST, saw participation from 35 members and was conducted in compliance with the Companies Act, 2013 and applicable SEBI regulations.

Meeting Structure and Attendance

The meeting was held through video conferencing (VC) and other audio-visual means (OAVM), with the deemed venue being the company's registered office at 1st Floor, Embassy Point, 150 Infantry Road, Bangalore - 560001. Mr. Saji P John served as the appointed Chairperson for the meeting.

Key Invitees and Professional Support

Several professionals attended the meeting by invitation to ensure proper conduct and compliance:

• Mr. Umesh Maskeri - Secretarial Auditor (attended through VC)
• Ms. Amrit Kaur - Statutory Auditor (attended through VC)
• Mr. Sidharth Dhir - Deputy General Manager, Corporate Finance (attended in person)
• Mr. Anuj Agarwal - Assistant General Manager, Corporate Finance
• Ms. Siri A - Advisor

Primary Business Agenda

The meeting's main objective was to address the special business item concerning the Approval of the Scheme of Arrangement between Mac Charles (India) Limited ("Demerged Company") and Embassy Prism Ventures Limited ("Resulting Company") and their respective shareholders ("Scheme"), under the provisions of Sections 230 to 232 of the Companies Act, 2013.

Voting and Compliance Procedures

The company provided comprehensive e-voting facilities to ensure member participation:

Ms. Richa Saxena, Company Secretary, confirmed that the meeting was conducted in compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Conclusion

The proceedings concluded efficiently at 11:15 A.M. with a vote of thanks to the Chair, directors, invitees, and members. The company has committed to publishing the voting results on its website at www.maccharlesindia.com and notifying the stock exchanges within the prescribed timeline. The statutory registers and relevant documents were made available electronically for member inspection during the meeting, with requests to be directed to investor.relations@maccharlesindia.com .

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.