Mac Charles (India) Ltd. — Capital/Financing Update 2024

Sep 16, 2024

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: 080-47222333 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

To The General Manager- Listing BSE Limited 24[th] Floor, P J Towers, Dalal Street, Fort Mumbai – 400001

September 16, 2024

Dear Sir/Madam,

Sub: Outcome of Board Meeting of Mac Charles (India) Limited held on September 13, 2024 pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

Ref: Scrip Code 507836

Further to our vide Acknowledgement Number 7892558 made on 13[th] September 2024, we wish to inform you that the Board of Directors of Mac Charles (India) Limited (“Company”), at its meeting held on Friday, September 13, 2024 at the Registered Office/through audio-visual electronic communication has, inter-alia:

• i. Approval of related party transaction by way of investment by acquiring 10,000 Equity shares of Rs 10 each of Embassy Prism Ventures Limited at Rs 10 per share at a total consideration of Rs 1,00,000 and consequently making it a wholly owned subsidiary of the Company

	Sl. No	Particulars	Remarks
	1	name of the target entity, details in brief such as size, turnover etc	Embassy Prism Ventures Limited Total consideration paid for the acquisition – INR 1,00,000 Turnover- Nil Net worth as on 30.06.2024- INR (1,89,270)
	2	whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm ‘s length”	Yes, the target entity was the wholly owned subsidiary of the promoter. The transaction has been done at arm’s length basis and the equity shares have been acquired at their face value.

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Phone: 080-47222333

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620	MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620	MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620
Regd. Office: 1st Floor, Embassy Point Infantry Road, Email: Bangalore – 560 001			Phone: 080-47222333 **investor.relations@maccharlesindia.com **
			website:	www.maccharlesindia.com
	3	industry to which the entity being acquired belongs			The entity was set- up for carrying on real estate activities (ie, construction and development).
	4	objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);			The Company is proposing demerger of an identified business vertical and such demerger is proposed to be undertaken to a wholly owned subsidiary. Mac Charles (India) Limited and Embassy Prism Ventures Limited are in the same line of business (ie, real estate/ construction and development)
	5	brief details of any governmental or regulatory approvals required for the acquisition			Not Applicable
	6	indicative time period for completion of the acquisition;			The Company has completed the acquisition of the shares of the target company on 13.09.2024.
	7	consideration -whether cash consideration or share swap orany other formand details ofthe same;			Cash consideration
	8	cost of acquisition and/ or the price at which the shares are acquired;			At face value. INR 1,00,000 paid for 10,000 equity shares of face value INR 10 each.
	9	percentage of shareholding / control acquired and / or numberofshares acquired;			100%
	10	brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);			Product/line of business:The target company has been formed primarily for the purpose of real estate (ie, construction and development).

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Regd. Office: Phone: 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.cominvestor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

Email: investor.relations@maccharlesindia.cominvestor.relations@maccharlesindia.com website: www.maccharlesindia.com

Date of
incorporation:
22.09.2020, the
target company was
incorporated as a
private limited
company and
thereafter converted
to a public limited
company vide
certificate of
incorporation dated
August 30, 2024.
Turnover history:
FY 2023-24: NIL
FY 2022-23: NIL
FY 2021-22: NIL
Country in which
the acquired
entity has
presence: India

ii. Approval of the Scheme of Arrangement between Mac Charles (India) Limited (“Demerged Company”) and Embassy Prism Ventures Limited (“Resulting Company”) and their respective shareholders for demerger of Demerged Undertaking (as defined in the Scheme) of the Company under Sections 230 to 232 of the Companies Act, 2013. The Documents with respect to the scheme shall be submitted within 15 days of the board meeting with the Stock Exchange.

Sl. No	Particulars	Remarks
1	brief details of the division(s) to be demerged;	The ‘Demerged Undertaking’ comprises_inter alia_ the commercial real estate undertaking of the Company and other assets and liabilities associated thereon.
2	turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year;	Turnover of the demerged division – Nil Percentage to the total turnover of the Company–0%

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Phone: 080-47222333

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Regd. Office: Phone: 080-47222333
1 [st] Floor, Embassy Point
Infantry Road, Email: investor.relations@maccharlesindia.com
Bangalore – 560 001 website: www.maccharlesindia.com
3 rationale for demerger; rationale for
demerger is
attached as
Annexure I.
4 brief details of change in shareholding pattern (if any) of The Resulting
all entities; Company proposes
to issue and allot
Redeemable
Preference Shares
to the equity
shareholders of the
Demerged
Company as
consideration for
the demerger.
Pre and Post
shareholding
pattern is attached
as Annexure II.
5 in case of cash consideration – amount or otherwise share There is no cash
exchange ratio; consideration
envisaged in the
Scheme of
Arrangement.
Share entitlement
ratio as given in the
Scheme of
Arrangement is as
follows:
“1 (One) fully paid-
up RPS of face
value of Rs. 10/-
(Rupees Ten only)
each of the
Resulting Company
shall be issued and
allotted as fully
paid-up for each
Equity Share of face
value of Rs. 10/-
(Rupees Ten only)
each fully paid-up
held in the
Demerged
Company.”
6 whether listing would be sought for the resulting entity. No, the Redeemable
Preference Shares
(RPS) will remain
unlisted.
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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Regd. Office: Phone: 080-47222333 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

The meeting commenced at 11:15 A.M. and concluded at 02:00 P.M.

We request you to take on record of the same.

Thanking you,

For Mac Charles (India) Limited

RICHA Digitally signed by RICHA SAXENA SAXENA Date: 2024.09.16 19:55:20 +05'30'

Richa Saxena Company Secretary M.No-A17163

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: 080-47222333 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

Annexure I

RATIONALE OF THE SCHEME

The rationale for, and the benefits of, the demerger of the Demerged Undertaking, as a going concern, comprising of, inter alia , entire ownership and economic interests of the Demerged Company in the Demerged Undertaking into the Resulting Company are, interalia , as follows:

• (i) The arrangement would result in an efficient corporate structure with a focused management, and it would be strategically apt to segregate the business to enable them to move forward independently, with greater focus and specialization building further on their respective capabilities.

• (ii) Segregating and separating the Demerged Undertaking would help in attracting the relevant set of investors with matching risk and investment profile of the Demerged Undertaking which would unlock better valuation of the Demerged Undertaking.

• (iii) Dedicated management focus, streamlining of operations, cost optimization and operational efficiencies through the effective and efficient utilization of financial resources, managerial talents and technical skills, thereby protecting and maximizing the value and returns to the shareholders.

• (iv) Enable the Resulting Company to raise secured and unsecured funding from investors for the Demerged Undertaking in an insulated legal entity to secure their investments.

• (v) The Demerged Company is into multiple business involving inter alia , residential real estate development, generation of power through operation of windmills, commercial real estate activity involving development as well as operation and management of commercial office assets, identifying and making strategic investments, including the formation of subsidiaries for undertaking the stated business activities through them, etc. The Demerged Undertaking is purely focused on development, operations and management (including maintenance) of commercial office space and accordingly, the differing financial needs and strategic imperatives can be better addressed by the separation of the Demerged Undertaking from the Demerged Company into the Resulting Company, which is a wholly owned subsidiary of the Demerged Company.

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.cominvestor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

Email: investor.relations@maccharlesindia.cominvestor.relations@maccharlesindia.com website: www.maccharlesindia.com

• (vi) The Scheme ensures that, while the overall value of the Demerged Company and Resulting Company is enhanced through the segregation of Demerged Undertaking, the stakeholders benefit from a single consolidated value from their shareholding in the Demerged Company which also captures within its existing equity shares, the value of the Resulting Company by virtue of it being a wholly owned subsidiary of the Demerged Company, even post the proposed Demerger.

• (vii) Transfer of the Demerged Undertaking through a Scheme of Arrangement enables the Demerged Company to also subsidiarize the listed NonConvertible Debentures issued by the Demerged Company in relation to the Demerged Undertaking.

• (viii) The Resulting Company shall issue RPS ( herein defined ) to the shareholders/ members of the Demerged Company and such RPS shall mirror the equity shareholding pattern of the Demerged Company in the Resulting Company, which is aligned with a tax-compliant demerger under Section 2(19AA) of the Income-tax Act, 1961. Further, given the Demerged Company shall continue to hold the entire equity share capital of the Resulting Company, the entire enhanced equity value of the Demerged Undertaking shall, post demerger, accrue to the Demerged Company and thereby reflecting in the value of its own shares held by the shareholders/ members of the Demerged Company.

• (ix) The Scheme for Demerger is proposed to be adopted for subsidiarizing the Demerged Undertaking which ensures that the Demerged Company and the Resulting Company follow the highest level of compliance and corporate governance by seeking approvals from the relevant Stock Exchanges, SEBI ( as defined in the scheme ), NCLT ( as defined in the scheme ), and other Governmental Authorities ( herein defined ) and stakeholders, as opposed to any other modes of transfer as specified under Regulation 37A of LODR ( as defined in the scheme) .

• (x) Further, the Scheme is not detrimental to the interest of any of the shareholders (including public), creditors, lenders and other stakeholders concerned.

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: 080-47222333 1[st] Floor, Embassy Point Infantry Road, Email: investor.relations@maccharlesindia.com Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

Annexure II

No. of Shareholders Pre and Post Arrangement of Embassy Prism Ventures Limited (Resulting Company):

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Category Pre % of holding Post % of
holding
A) Promoter represented by 1 100% 1 100% Equity
Equity Holding Shares
100%
Redeemable
B) Public * - - 7773
Preference
Shares
C) Non-Promoter Non-Public
C1) Shares underlying DR’s - - - -
C2) Shares held by Employee - - - -
Trust
Total 1 100% 7774 100%
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*Public shareholders represent the shareholders of MCIL to whom Redeemable Preference Shares are being issued pursuant to the Scheme of Arrangement, in accordance with the share entitlement ratio.

Post Scheme shareholders of the Resulting Company are subject to changes in the list of public shareholders of the Demerged Company as on the Record Date (as defined in the Scheme of Arrangement)

No. of Shareholders Pre and Post Arrangement of Mac Charles (India) Limited (Demerged Company):

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Category Pre % of holding Post % of holding
A) Promoter 3 75% 3 75%
B) Public 7770 25% 7770 25%
C) Non-Promoter Non-Public
C1) Shares underlying DR’s - - - -
C2) Shares held by Employee - - - -
Trust
Total 7773 100% 7773 100%
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• Post Scheme shareholders of the Demerged Company are subject to changes in the list of public shareholders of the Demerged Company as on the Record Date (as defined in the Scheme of Arrangement)