Mac Charles (India) Ltd. — Proxy Solicitation & Information Statement 2021

Oct 4, 2021

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-4903 0000 No.72/4, 1[st] Floor, Extn: 3490 Cunningham Road, Email: Investor.relations@maccharlesindia.com Bangalore – 560 052 website: www.maccharlesindia.com

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

October 04, 2021

Dear Sir/Madam,

Sub: Launching of Postal Ballot: Outcome of Board Meeting held on October 01, 2021 pursuant to the provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

Ref: Scrip Code 507836

This is to inform you, pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Board of Directors of the Company at its meeting held on October 01,2021 has decided to seek the approval of the members of the company through the postal ballot for sale of sale of 84,512 sq. ft. in Embassy Tech Square, Alpha Block, Bangalore:

Sl No	Activity	Target Date	Day
1	Prior Intimation to Stock Exchange about the board meeting to be held on 01-10-2021 to launch postal ballot to seek the approval of members prior intimation under Regulation 29	27-09-2021	Monday
2	Receipt of consent letter from Scrutinizer	27-09-2021	Monday
3	Cut off date for determination of eligibility to vote on the postal ballot resolution	27-09-2021	Monday
4	Board meeting to approve the notice of postal ballot, appointment of scrutinizer, cut off date, date of opening and closing of the postal ballot	01-10-2021	Friday
5	Intimation to Stock Exchange of the outcome of Board meeting and calendar of events of Postal ballot exercise	01-10-2021	Friday
6	Generation of EVSN on CDSL evoting portal by BgSE Financial, RTA	01-10-2021	Friday
7	Filing of Notice of Postal Ballot with the Stock exchange by Company: Regulation 30	04-10-2021	Monday

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-4903 0000 No.72/4, 1[st] Floor, Extn: 3490 Cunningham Road, Email: Investor.relations@maccharlesindia.com Bangalore – 560 052 website: www.maccharlesindia.com

8	Display of Notice of Postal ballot on the website of Company	04-10-2021	Monday
9	Activation of EVSN on CDSL system by RTA	04-10-2021	Monday
10	CDSL Green Initiative to despatch the Notice of Postal Ballot by email to all the members who have furnished their email Id	04-10-2021	Monday
11	Publication of advertisement in Newspapers in English and Kannada :	06-10-2021	Wednesday
12	Filing copies of newspaper advertisements with BSE	06-10-2021	Wednesday
13	Commencement of voting by remote evoting	07-10-2021	Thursday
14	Closure of postal ballot: last date for voting by remote e- voting	05-11-2021	Friday
15	Submission of Scrutinizer’s Report by Scrutinizer	08-11-2021	Monday
16	Declaration of voting results by the Chairman/Company Secretary	08-11-2021	Monday
17	Submission of scrutinizer report and Intimation of voting results under Regulation 44 (3) of LODR to Stock Exchange (within 2 working days of closure of voting )	08-11-2021	Monday
18	Display of voting results and scrutinizer report on the website of Company	08-11-2021	Monday

Mr. Umesh P Maskeri, Practicing Company Secretary, has been appointed as the Scrutinizer for ensuring that the voting process is conducted in a fair and transparent manner.

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We request you to take on record of the same.

Thanking you,

For Mac Charles (India) Limited

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Chandana Naidu Khare Company Secretary and Compliance Officer ACS: 25570

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

Postal Ballot Opens at	10 AM	Thursday	07-10-2021
Postal Ballot Closes at	05 PM	Friday	05-11-2021

MAC CHARLES (INDIA) LIMITED

CIN : L55101KA1979PLC003620

Registered Office: No 72/4, 1st Floor, Cunningham Road, Bangalore-560052 Phone: (080) 4903 0000 ; Extn: 3490 Email: investor.relations@maccharlesindia.com Website: www.maccharlesindia.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014

To the members of Mac Charles (India) Limited

NOTICE is hereby given to the Members of Mac Charles (India) Limited (“the Company”), that pursuant to the provisions of Section 110 and all other applicable provisions of the Companies Act, 2013 (“the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 respectively and Section 188 of the Act read with Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014, (including any statutory modification(s) or re-enactment thereof), it is proposed to transact the Special Business as set out hereunder by passing an Special Resolution through Postal Ballot by means of only electronic voting / remote e voting and not by mode of physical postal ballot forms. The proposed Resolution and the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out all the material facts with respect to the Special Businesses is annexed hereto along with a Postal Ballot Form for seeking consent of the Members.

Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules) provide for passing of resolutions by postal ballot. In terms of said Section of the Companies Act and the Rules, a company may, and in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution (other than ordinary business and any business in respect of which directors or auditors have right to be heard at any meeting) passed by means of postal ballot, instead of transacting the business in general meeting of the Company.

In terms of the Circulars issued by the Ministry of Corporate Affairs (“MCA”) viz : (1) No 11/2020 dated March 24, 2020, (2) No 14/2020 dated April 8, 2020, (3) No 17/2020 dated April13, 2020, (4) No 22/2020 dated June 15, 2020, (5) No. 33/2020 dated September 28, 2020, No.39/2020 dated 31[st] December,2020 and No.10/2021 dated 23[rd] June,2021 respectively, in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, companies were advised to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Act and Rules made thereunder. The MCA has clarified that for companies that are required to provide e-voting facility under the Companies Act, while they are transacting any business(es) only by postal ballot up to December 31, 2021, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company were permitted to send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

communication of assent / dissent of the members will take place through the remote e-voting system. This Postal Ballot has been accordingly initiated in compliance with the MCA Circulars referred to above.

In compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

The Board of Directors, at its Meeting held on October 01, 2021 has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary, (Certificate of Practice No 12704) as Scrutinizer for conducting the Postal Ballot (e-voting) process in a fair and transparent manner.

E-voting

The Company, in compliance with Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and pursuant to Section 108 of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Act, read with Rule 20 the Companies (Management and Administration) Rules, 2014, has provided the Members with the facility of casting their votes on the Special Business as set out hereunder through electronic voting (remote e-voting) system of Central Depository Services (India) Limited (CDSL). Instructions relating to e-voting as contained at Sr. No. 12 under ‘Notes’. The e-voting period shall commence at 10 A.M. on Thursday , the October 07, 2021 and conclude at 05:00 P.M. on Friday, the November 05, 2021. The e-voting facility shall be disabled by CDSL thereafter.

The Chairman or Company Secretary or any other person authorized by the Chairman writing, after receipt of the Report on the scrutiny of the Postal Ballot (remote e-voting) from the Scrutinizer, shall announce the results of the Postal Ballot on or before 05:00 P.M. on November 08 , 2021. The results so declared along with the Scrutinizer’s Report shall be placed on the website of the Company i.e. www.maccharlesindia.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchange on which shares of the Company are listed i.e. BSE Limited.

SPECIAL BUSINESS AND SPECIAL RESOLUTION

ITEM NO 1:

To consider and sale of 84512 Sq.ft in Embassy Tech Square, Alpha Block, Bangalore:

To consider and if thought fit, to pass the following resolution, with or without modification, as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 180 (1) (a) of the Companies Act, 2013, read with relevant rules made thereunder and any other applicable provisions, including any modifications thereto or re-enactment thereof for the time being in force, subject to the provisions of Memorandum and Articles of Association of the Company and consent of the members be and is hereby accorded to the Company to sell and dispose 84512 Sqft comprising of First t and Second Floor in Embassy Tech Square on a whole, or substantially the whole to any buyer identified by Board of Directors for a consideration not less than fair market value i.e. Rs.100.41 Crores on such terms and conditions as may be deemed fit by the Board.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to finalise the terms and conditions and take such steps as may be necessary for obtaining approvals, statutory or contractual or otherwise, if any, required in relation to the above and to settle all the matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

required, on behalf of the Company and generally to do all such acts, deeds and things that may be necessary, proper and expedient or incidental for the purpose of giving effect to the above resolution.”

By order of the Board of Directors

For Mac Charles (India) Limited

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Chandana Naidu

Company Secretary and Compliance Officer ACS No: 25570

Registered Office 72/4, 1[st] Floor, Cunningham Road, Bangalore- 560052 Email:investor.relations@maccharlesindia.com

Place: Bangalore Date: October 01, 2021

Notes:

1. In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Special Resolutions contained in the Postal Ballot Notice is sought through Postal Ballot (only e- voting).

2. Explanatory Statement pursuant to Section 102(1) and 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rues”), setting out all the material facts and reasons for the proposed resolution relating to the Special Business is annexed hereto.

3. The Board of Directors, at its Meeting held on Friday, the October 01, 2021 has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary (COP No. 12704) as Scrutinizer for conducting the Postal Ballot (remote e-voting) voting process in a fair and transparent manner.

4. The Postal Ballot Notice is being sent electronically i.e. by email to all the Members whose names appear on the Register of Members/statement of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the close of business hours on September 29, 2021 (“Cut-off date”). The Postal Ballot Notice is being sent by e-mail to the Members who have registered their email addresses for receipt of documents in electronic form with their Depository Participants. The Postal Ballot Notice may also be accessed on Company’s website i.e. www.maccharlesindia.com

5. Further, the company will send Postal Ballot Notice only by email to all its shareholders who have registered their email addresses with the company or depository/depository participants and the communication of assent/dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars referred below. Physical copies of the postal ballot forms alongwith the prepaid business envelopes are not being sent as per relaxations granted by the Ministry of

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

Corporate Affairs in its Circulars No 17/2020 dated April 13, 2020, No 22/2020 dated June 15, 2020, No 33/2020 dated September 28, 2020, No.39/2020 dated December 31,2020 and No.10/2021 dated 23[rd] June,2021.

1. It is however, clarified that all the persons who are members of the Company as on September 29, 2021 (including those members who may not have received this Notice due to nonregistration of their email addresses with the Company or the Depositories) shall be entitled to vote in relation to the resolutions specified in this Notice.

2. Members who have not registered their e-mail addresses with either the Company or the Depository Participants are requested to register the same by sending an email to investor.relations@maccharlesindia.com or vp_rta@bfsl.co.in or with the concerned depository participants.

3. Dispatch of the Notice of Postal Ballot shall be deemed to be completed tentatively on October 06, 2021 or earlier i.e. the day on which Green Initiatives of CDSL, from the email Id of GreenInitiative@cdslindia.com, the agency for sending the Notice of Postal ballot by email to the members on behalf of the Company, sends out the communication the notice of Postal Ballot along with instructions and postal ballot process by e mail to the members of the Company.

4. The voting rights shall be reckoned in proportion to the paid-up value of the equity shares of the Company registered in the name of the Members as on the cut-off date September 29, 2021.

5. The Notice is being uploaded on the website of the Company i.e., at www.maccharlesindia.com and on the website of BSE Limited and CDSL at www.evotingindia.com .

6. The Company, in compliance with Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and pursuant to Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof), has provided the Members with the of casting their votes on the Special Business as set out hereunder through electronic voting (evoting) system of Central Depository Services (India) Limited (CDSL).

7. Information and other instructions relating to remote e-voting are as under:

The voting period begins at 10 AM on Thursday, the October 07, 2021 and ends on at 05 PM on Friday, the November 05, 2021. During this period, the members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 29, 2021 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting after 05:00 P M on Friday, the November 05, 2021.

ii) In terms of the provisions of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

iii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

iv) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

vi) Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the Evoting is in progress as per the information provided by company. On clicking the Evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

see the e-Voting option where the Evoting is in progress and able to directly access the system of all e-Voting Service Providers.

	see the e-Voting option where the Evoting is in progress and able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

vii) Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

viii) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records to login.

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• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (ii) After entering these details appropriately, click on “SUBMIT” tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote if company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (v) Click on the EVSN for the relevant on which you choose to vote.

• (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xi) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot entering the details as prompted by the system.

• (xii) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; umeshmaskeri@gmail.com or investor.relations@maccharlesindia.com, if they have voted from

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individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate

• viii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help Section or write an email to helpdesk.evoting@cdslindia.com.

• ix) The Chairman or the Company Secretary or any other person authorized by the Chairman in writing, after receipt of the Report on the scrutinizer of the Postal Ballot (remote e-voting) from the Scrutinizer, shall announce the results of the Postal Ballot on or before 05 P.M. on Monday, November 08, , 2021. The results so declared along with the Scrutinizer’s Report shall be placed on the website of the Company i.e. www.maccharlesindia.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchange on which shares of the Company are listed i.e. BSE Limited.

• x) The Scrutinizer’s decision on the validity of the votes cast by Postal Ballot shall be final and binding.

• xi) The Special Resolution as set out in the Postal Ballot Notice, if passed by requisite majority, shall be deemed to have been passed on the last date for remote e-voting i.e. November 05, 2021.

• xii) The documents referred to in the accompanying Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, are uploaded for inspection by the Members to facilitate online inspection until the last date of remote e-voting in accordance with the provisions of the Companies Act, 2013.

By order of the Board of Directors

For Mac Charles (India) Limited

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Chandana Naidu

Company Secretary and Compliance Officer ACS No : 25570

Registered Office : 72/4, 1[st] Floor, Cunningham Road, Bangalore- 560052

Place: Bangalore Date: October 01, 2021

EXPLANATORY STATEMENT

As required under Section 102 of the Companies Act, 2013 (“Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the following explanatory statement sets out all material facts relating to the business mentioned under Item No. (1) of the accompanying Notice dated October 01, 2021.

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NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

Item No.1:

The members of the Company are requested to note that the company is into real estate business and as part of that the company will be selling and buying assets, in this regard the board has identified 84512 Sq. ft comprising of 01[st] and 2[nd] Floor in Embassy Tech Square, Alpha Block, Kaverappa Layout, Kadubeesanahalli, Bangalore – 560103 to dispose of as a part of business activity and at the best interest of the company. Further the said activity will fall under the ordinary course of business, however as a good governance, Board decided to take necessary approval of the Members.

In view of the above and as per 180(1)(a) of the Companies Act,2013, the board of directors of the Company can exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the Company, only with the prior approval of the members of the Company by way of special resolution.

As per explanation (i) & (ii) of section 180(1)(a) of the Companies Act,2013:

• i “Undertaking” means an undertaking in which the company’s investment exceeds 20% of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generated 20% of the total income of the company during the previous financial year;

• ii “Substantially the whole of undertaking” in any financial year means 20% or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.

The above property will qualify under as “undertaking” as per section 180(1)(a) of the Companies Act,2013 and therefore requires members approval by way of special resolution for disposal of the said undertaking.

The Board of Directors of the Company, at its meeting held on 01[st] October, 2021 approved the Company to sell/Transfer/ dispose off 84512 Sq. ft comprising of the First and the second Floor in Embassy Tech Square, Delta Block, Kaverappa Layout, Kadubeesanahalli, Bangalore – 560103 to a buyer identified by board on a going concern and on an “as is where is” basis for a consideration not less than Fair market value. The net proceeds from the sale of the Undertaking will be utilized to repay the existing loans or business developments or general business purpose.

None of the Directors, Key Managerial Person of the company or their relatives are concerned or interested financially or otherwise in the aforesaid special resolution.

The Board of Directors accordingly recommend the resolution set out in item no.1 of this notice for your approval as special resolution.

By order of the Board of Directors

For Mac Charles (India) Limited

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Chandana Naidu

Company Secretary and Compliance Officer ACS No.: 25570 Registered Office : 72/4, Cunningham Road, Bangalore- 560052 Email : investor.relations@maccharlesindia.com

Place: Bangalore Date: October 01, 2021

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