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

Aug 10, 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

August 10, 2021

Dear Sir/Madam,

Sub: Launching of Postal Ballot: Outcome of Board Meeting held on August 10, 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 August 10, 2021 has decided to seek the approval of the members of the company through the postal ballot in respect of the following matters:

1. Amendment of Articles of Association.

2. Selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary.

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.

In this connection, we wish to inform you the calendar of events briefly as under:

Sl No	Activity	Target Date	Day
1	Cut off date for determination of eligibility to vote on the postal ballot resolution	07-08-2021	Saturday
2	Board meeting to approve the notice of postal ballot, appointment of scrutinizer, cut off date, date of opening and closing of the postal ballot	10-08-2021	Tuesday
3	Intimation to Stock Exchange of the outcome of Board meeting and calendar of events of Postal ballot exercise	10-08-2021	Tuesday
4	Generation of EVSN on CDSL evoting portal by BgSE Financial, RTA	11-08-2021	Wednesday

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: No.72/4, 1[st] Floor, Cunningham Road, Bangalore – 560 052

Phone:080-4903 0000 Extn: 3490 Email: Investor.relations@maccharlesindia.com website: www.maccharlesindia.com

5	Display of Notice of Postal ballot on the website of Company	11-08-2021	Wednesday
6	Uploading the Notice of Postal Ballot, List of Resolutions and the Register of Members on CDSL evoting portal	11-08-2021	Wednesday
7	Activation of EVSN on CDSL system by RTA	11-08-2021	Wednesday
8	Filing of Notice of Postal Ballot with the Stock exchange by Company : Regulation 30	11-08-2021	Wednesday
9	CDSL Green Initiative to send the Notice of Postal Ballot by email to all the members who have furnished their email Id.	12-08-2021	Thursday
10	Publication of advertisement in Newspapers: Financial Express: English and Hosa Digantha: Kannada:	12-08-2021	Thursday
11	Filing copies of newspaper advertisements with BSE	13-08-2021	Friday
12	Commencement of voting by remote evoting	14-08-2021	Saturday
13	Closure of postal ballot: last date for voting by remote e- voting	13-09-2021	Monday
14	Submission of Scrutinizer’s Report by Scrutinizer	14-09-2021	Tuesday
15	Declaration of voting results by the Chairman/Company Secretary	14-09-2021	Tuesday
16	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)	15-09-2021	Wednesday
17	Display of voting results and scrutinizer report on the website of Company	15-09-2021	Wednesday

We request you to take on record of the same.

Thanking you,

For Mac Charles (India) Limited

==> picture [166 x 59] intentionally omitted <==

Chandana Naidu Khare Company Secretary and Compliance Officer ACS: 25570

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

Postal Ballot Opens at	10-00 AM	Saturday	14-08-2021
Postal Ballot Closes at	05-00 PM	Monday	13-09-2021

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 Resolutions 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, without holding a general meeting that requires physical presence of members at a common venue. 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 communication of assent / dissent of the members will take place through the remote e-voting system.

1

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

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 August 10, 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 Saturday, the August 14, 2021 and conclude at 05:00 P.M. on Monday, the September 13, 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 September 13, 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:

Amendment of Articles of Association:

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 Sections 5, 14 and other applicable provisions, if any, of Companies Act, 2013, (the “ Act ”) read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the existing Articles of Association of the Company be substituted with the new set of Articles of Association (“ Amended AoA ”), a copy of which is annexed to the explanatory statement and duly initialled by the Director for the purpose of identification and that the Amended AOA be and are hereby approved and adopted by the Company.”

“ FURTHER RESOLVED THAT Directors of the Company be and are hereby severally authorized to sign all such forms and returns and other documents and to do all such acts, deeds and things as may be necessary to give effect to the above resolution.”

Item No.2:

Selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary:

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

2

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

“ RESOLVED THAT pursuant to the applicable provisions, if any, of Companies Act, 2013, Regulation 24 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Memorandum and Articles of Association of the Company and in relation to pledge [created/ to be created] by the Company over its entire shareholding in Airport Golf View Hotels and Suites Private Limited (a material subsidiary) in accordance with pledge agreement dated 20 July 2021 entered into between the Company and Catalyst Trusteeship Limited (“ Pledge Agreement ”), the consent of the members be and is hereby accorded to the Company to divest by way of sale, transfer or hiving off, dispose off or otherwise transfer to strategic partner / investor or to any third party (including a foreign portfolio investor) its entire shareholding in Airport Golf View Hotels and Suites Private Limited (a material subsidiary) in accordance with the Pledge Agreement.

“ RESOLVED FURTHER THAT anyone Director of the Company be and are hereby severally authorized to finalize and execute the required transactional documents including but not limited to Agreement(s) for sale, indemnities, guarantees, declarations, undertakings, forms, letters and such other documents with such modification/s as may be required from time to time and to do and perform or cause to be done all such acts, deeds, matters and things, as may be required or deemed necessary and/or expedient in their discretion, to settle any questions, difficulties, doubts that may arise in this regard, as they may in their absolute discretion deem fit and finalize all issues as may be deemed necessary or expedient in their own discretion and in the best interest of the Company to give effect to the resolution for completion of the transaction, without being required to seek any further consent or approval of the members of the Company and to delegate all or any of the powers or authorities herein conferred to any Director/s or other Officer/s of the Company, or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary.”

“ RESOLVED FURTHER THAT all acts, deeds, matters and things, either verbal or written or otherwise, already done by the Company and / or any of its directors and / or officers and / or representatives for and in the name of the Company in this regard be and the same are hereby noted, ratified and approved.”

By order of the Board of Directors

For Mac Charles (India) Limited

==> picture [106 x 36] intentionally omitted <==

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: August 10, 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

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

1. The Board of Directors, at its Meeting held on Tuesday, the August 10, 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.

2. 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 August 07, 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

3. 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 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.

4. It is however, clarified that all the persons who are members of the Company as on August 07, , 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.

5. 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.

6. Dispatch of the Notice of Postal Ballot shall be deemed to be completed tentatively on August 13th August, 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.

7. 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 August 07, 2021 _, 2021.

8. 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 .

9. 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 also provided the Members with an alternative facility of casting their votes on the Special Business as set out hereunder through electronic voting (e-voting) system of Central Depository Services (India) Limited (CDSL).

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

12.

• i) The voting period begins at 10 AM on Saturday, the August 14, 2021 and ends on at 05 PM on Monday, the September 13, 2021. During this period, the members of the Company,

4

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 07, 2021, 2021 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting after 05:00 P M on Monday, the September 13, 2021.

• ii) Pursuant to 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. 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.

iii)

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.

iv) 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting 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. 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.

5

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

	2) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 3) 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 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.comeither 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.
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.

6

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

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 withCDSL	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 withNSDL	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

• (i) Login method for e-Voting and joining virtual meeting 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. • 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).

7

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

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

• PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

ii) For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

iii) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

8

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

1. 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 Wednesday, the September 16, 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.

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

3. 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. September 13, 2021.

4. 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

==> picture [106 x 36] intentionally omitted <==

Chandana Naidu

Company Secretary and Compliance Officer ACS No : 25570

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

Place: Bangalore Date: August 10, 2021

9

NOTICE OF POSTAL BALLOT OF MAC CHARLES (INDIA) LIMITED

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 February 05, 2021.

Item No.1:

The present Articles of Association (“AoA”) of the Company are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956. Accordingly, the AoA is proposed to be altered to bring the existing AoA in line with the Companies Act, 2013 in particular Table F of the Schedule I to the said Act by way of substitution of ‘new set of Articles’’

The proposal requires the consent of the members. The Board of Directors recommends that the proposal be approved by the shareholders as Special Resolutions.

The proposed new draft of AOA will be available for inspection at the registered office of the Company during working hours, i.e. 9.30 a.m. to 5.00 p.m. excluding Saturdays from the date of opening of the postal ballot i.e. August 14, 2021 till the conclusion of the Postal Ballot programme i.e. September 13, 2021.

Item No.2:

M/s. Airport Golfview Hotels and Suites Pvt. Limited (AGHASPL) is a wholly owned subsidiary (WOS) of the Company. The 100% shares of the Company held in AGHASPL is proposed to be pledged towards the security for Issue of Non-Convertible Debentures.

As per Regulation 24 of SEBI (LODR) Regulations, 2015 a Material Subsidiary means whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in this resolution except to the extent of their shareholding in the Company.

Your directors commend the adoption of the resolution at Item No.2 of the Notice as a Special Resolution.

By order of the Board of Directors

For Mac Charles (India) Limited

==> picture [135 x 49] intentionally omitted <==

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 : August 10, 2021

10