Mac charles (India) Limited successfully conducted its NCLT convened General Meeting on February 25, 2026, where shareholders overwhelmingly approved the scheme of arrangement with Embassy Prism Ventures Limited. The meeting, held through video conferencing from 11:00 A.M. to 11:15 A.M. IST, saw participation from 35 members and achieved a decisive voting outcome with 99.99% approval.

Meeting Structure and Participation

The meeting was conducted 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.

Voting Results and Outcome

The shareholders decisively approved the scheme of arrangement between Mac Charles (India) Limited and Embassy Prism Ventures Limited. The comprehensive voting results demonstrate strong stakeholder support:

The voting process included both remote e-voting (February 21-24, 2026) and e-voting during the meeting, with a cut-off date of February 18, 2026, for determining eligible shareholders.

Scrutinizer's Confirmation

Prasanna Naganur, the scrutinizer appointed by the Hon'ble National Company Law Tribunal, confirmed that the resolution was passed with requisite majority pursuant to Section 230(6) of the Companies Act, 2013. The scrutinizer's report validated compliance with all regulatory requirements including SEBI regulations and confirmed that public shareholders' votes in favor significantly exceeded those against.

Regulatory Compliance and Next Steps

The meeting was conducted in full 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. The company has published the detailed voting results and will proceed with the implementation of the approved scheme of arrangement, subject to final NCLT approval and other regulatory clearances.

Professional Support Team

Several key professionals supported the meeting proceedings, including Mr. Umesh Maskeri (Secretarial Auditor), Ms. Amrit Kaur (Statutory Auditor), and Mr. Sidharth Dhir (Deputy General Manager, Corporate Finance), ensuring proper conduct and regulatory compliance throughout the process.

Mac Charles (India) Limited , a prominent player in the Indian real estate sector, has received a significant order from the National Company Law Tribunal (NCLT) regarding its proposed Scheme of Arrangement with Embassy Prism Ventures Limited. The company has now requested an extension for convening the equity shareholders' meeting due to certain factual discrepancies in the order.

Latest Development

Mac Charles (India) Limited received the order from the National Company Law Tribunal, Bengaluru Bench, on January 6, 2026. However, the company has identified certain factual discrepancies in the order that require rectification. Consequently, the company is seeking an extension for convening the equity shareholders' meeting as directed by the NCLT, citing paucity of time.

Background of the Scheme

The Scheme of Arrangement involves Mac Charles (India) Limited as the demerged company and Embassy Prism Ventures Limited as the resulting company, along with their respective shareholders. The scheme operates under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Previous Milestones

The company had previously achieved several key milestones in the restructuring process:

Regulatory Compliance

Mac Charles (India) Limited has maintained compliance with all regulatory requirements throughout the process. The BSE had earlier approved the scheme through an observation letter dated August 21, 2025, without raising any adverse observations or suggesting modifications to the proposed arrangement.

Next Steps

The company has indicated that it will provide updates shortly regarding the rectification of factual discrepancies and the extension request for the shareholders' meeting. The resolution of these issues will be crucial for the smooth progression of the Scheme of Arrangement.

Investors and stakeholders will be monitoring these developments closely, as the successful implementation of the scheme could have significant implications for both Mac Charles (India) Limited and Embassy Prism Ventures Limited.