Mac Charles (India) Ltd. — Proxy Solicitation & Information Statement 2024

Oct 17, 2024

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

Phone: 080-47222333

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

NOTICE

NOTICE is hereby given that the First Extraordinary General Meeting ("EGM") of the Financial Year 2024-25 of the Members of MAC CHARLES (INDIA) LIMITED will be held on Wednesday, the 13[th] Day of November 2024 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business:

SPECIAL BUSINESS:

To consider and if thought fit, to pass the following resolutions, as Ordinary Resolution:

“ RESOLVED THAT in accordance with the provisions of Regulation 31A of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“ Listing Regulations ”), including any statutory modification(s) or re-enactment thereof, for the time being in force and other applicable provisions, if any, the approval of the Shareholders of the Company be and is hereby accorded for reclassification of the following promoter forming part of ‘promoter and promoter group’ of the Company (“ Outgoing Promoters ”) to public category:

Sl. No.	Name of the Shareholder	Category	No. of Equity Shares	Percentage of Shareholding (%)
1.	Chatrabhuj Bassarmal Pardhanani	Promoter	160000 having the face value of Rs 10 each	1.22%

RESOLVED FURTHER THAT the Directors and/or the Company Secretary and/or the Chief Financial Officer, be and are hereby severally or jointly authorized to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, proper or desirable to give effect to this resolution including but not limited to filing of necessary application(s)/ intimation(s) etc with Stock exchange(s) or other appropriate statutory authorities and to represent before such authorities, as may be required for seeking their approval, and to execute all documents, deeds, undertakings, agreements, certificates, declarations, applications, notices, papers and writings, as may be required in this regard, and to settle all such questions, difficulties or doubts whatsoever which may arise and amend such details and to take all such other steps and decisions in this regard to give full effect to the aforesaid resolution."

By Order of the Board of Directors Mac Charles (India) Limited

Place: Bengaluru Date: October 09, 2024

Sd/Richa Saxena Company Secretary Membership No. A17163

NOTES:

1. The Ministry of Corporate Affairs (‘MCA’), in continuation of its General Circular No. 14/2020 dated 8th April 2020, General Circular No.17/2020 dated April 13, 2020 and 20/2020 dated May 05, 2020, has vide its circular No 09/2024 dated September 19, 2024, (“MCA Circulars”) has allowed companies to conduct EGMs through video conferencing (VC) or Other Audio Visual Means (OAVM) up to 30[th] September 2025, in accordance with the requirements laid down in the MCA circulars. Further, The Securities and Exchange Board of India (‘SEBI’) also issued Circular to conduct the EGM through video conferencing (VC) or other

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

Phone: 080-47222333

Email: investor.relations@maccharlesindia.com

website: www.maccharlesindia.com

audio-visual Means (OAVM) without the physical presence of the members at a common venue and has allowed sending the notice of EGM electronically. In accordance with the MCA Circulars, SEBI Circulars, provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the EGM of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company. Central Depository Services (India) Limited (‘CDSL’) will be providing the facility for voting through remote e-voting, for participation in the EGM through VC / OAVM facility and e-voting during the EGM. The procedure for participating in the meeting through VC / OAVM is explained at Note No. (6) to (17) below and is also available on the website of the Company www.maccharlesindia.com.

1. As the EGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this EGM pursuant to the MCA Circulars mentioned above and hence the Proxy Form

and Attendance Slip including Route Map are not annexed to this Notice.

1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e- voting, as provided in Section 113 of the Companies Act, 2013. The said Resolution/Authorization shall be sent by email through its registered email address to investor.relations@maccharlesindia.com with a copy marked to helpdesk. evoting@cdslindia.com.

2. In accordance with the MCA Circulars and SEBI Circulars, the Notice of EGM is being sent only in electronic mode only to such Members whose e-mail addresses are registered with the Company or the Depository Participant(s). The EGM Notice is available on the Company's website at www.maccharlesindia.com and websites of BSE so as to bring to the notice of all such members whose email ids are not registered with the Company/ Depository Participant(s).

3. Process for registration of email id for obtaining Notice and user id/password for e-voting: Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by submitting Form ISR-1 writing to BgSE Financials Limited, the Registrar and Transfer Agents of the Company at vp_rta@bfsl.co.in along with the self-attested copy of the PAN card and self-attested copy of Aadhar card or any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participants. In case of any queries/difficulties in registering the e-mail address, Members may write to vp_rta@bfsl.co.in.

PROCEDURE FOR JOINING THE EGM THROUGH VC / OAVM:

1. The Members will be able to attend the EGM through VC/OAVM or view the webcast of EGM provided by CDSL at https://www.evoting.cdsl.com by using their remote e-voting login credentials and selecting the EVSN for Company’s EGM. The link for VC / OAVM will be available in Members login where the EVSN of Company will be displayed.

2. The facility of joining the EGM through VC/OAVM shall open 15 minutes before the time scheduled for the EGM and will be available for Members on first come first served basis. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

3. If a member has any queries or issues regarding attending EGM & e-Voting from the eVoting System, he/she

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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: 1[st] Infantry Road, Bangalore – 560 001

Phone: 080-47222333

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

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 or contact toll free No. 1800 21 09911.

1. 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 any kind of aforesaid glitches. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.maccharlesindia.com. The Notice can also be accessed from the website of BSE Limited at www.bseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM i.e. www.evotingindia.com)

The Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

PROCEDURE TO RAISE QUESTIONS DURING EXTRA-ORDINARY GENERAL MEETING:

1. Members who would like to express their views or ask questions during the EGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, email Id, PAN, mobile number at investor.relations@maccharlesindia.com from October 31, 2024, upto November 06, 2024. Only such Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE EGM:

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on the resolution set forth in this Notice.

2. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e- voting period commences at 9-00 A.M. on November 10, 2024, and closes at 5-00 P.M. on November 12, 2024. During this period, Members holding shares either in physical form or in dematerialized form, as on November 06, 2024, i.e., cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

3. The Board of Directors has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary (Membership No. 4831 and CP No. 12704) as the Scrutinizer to scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner.

4. Members attending the EGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the EGM. The Members who have cast their vote by remote e-voting prior to the EGM may also attend/ participate in the EGM through VC / OAVM but shall not be entitled to cast their vote again.

5. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a member as on the cut-off date should treat this Notice of EGM for information purpose only.

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

Phone: 080-47222333

Email: investor.relations@maccharlesindia.com

website: www.maccharlesindia.com

1. The details of the process and manner for remote e-voting are explained herein below:

2. (i) 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.

3. (ii) 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. 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.

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 the e-Voting facility.

Pursuant to the above-said 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	(i) 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. ii) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting 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. (iii) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration (iv) 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	(i) 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-

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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

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

Phone: 080-47222333

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

	( Individual Shareholders (holding securities in demat mode) login through their Depository Participants	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. (ii) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii) 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.
		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.

(iii) 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 at helpdesk.evoting@cdslindia.comor contact at toll freenumber 18002109911.
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

• (iv) 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.

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

Phone: 080-47222333

Email: investor.relations@maccharlesindia.com

website: www.maccharlesindia.com

• 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 OR Date 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 mentionedin instruction(v).

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

• (vi) 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.

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

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

• (ix) 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.

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

• (xi) 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.

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

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

• (xiv) 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.

• (xv) 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.

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

Phone: 080-47222333

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

• 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.

• 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:

• i. 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.

• ii. The voting period begins at 09-00 AM on November 10, 2024 and ends at 5-00 PM on November 12, 2024 . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of November 06, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• iii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E- VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. 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.

2. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholders will be provided with a facility to attend the EGM through VC/OAVM through the CDSL

2. e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

3. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

4. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. 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 any kind of aforesaid glitches.

6. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the EGM but have queries may send their

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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

• queries in advance seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

• Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM ARE AS UNDER: -

1. The procedure for e-Voting on the day of the EGM is the same as the instructions mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.

3. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

Note for Non – Individual Shareholders and Custodians

• 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; investor.relations@maccharlesindia.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than two working days of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Executive Director or a person authorised by him in writing, who shall countersign the same.

• The results of the electronic voting shall be declared to the Stock Exchanges after the conclusion of EGM. The results along with the Scrutinizer’s Report, shall also be placed on the website of the Company at www.maccharlesindia.com and on the website of CDSL https://www.evoting.cdsl.com immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.

• The venue of the meeting shall be deemed to be the Registered Office of the Company at 1st

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

Phone: 080-47222333

Email: investor.relations@maccharlesindia.com

website: www.maccharlesindia.com

Floor, 150 Infantry Road, Embassy Point, Bangalore – 560001.

1. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, upon the request being sent on investor.relations@maccharlesindia.com from October 30, 2024, upto November 06, 2024.

2. Members who wish to claim dividends, which had remained unpaid are requested to contact the Registrar and Share Transfer Agents, BgSE Financials Limited. Members are requested to note that the amount of dividend which remains unclaimed for a period of 7 years from the date of such transfer to the unpaid dividend account of the Company will be transferred along with the underlying shares to the Investor Education and Protection Fund (IEPF) as per Sections 124 and 125 of the Companies Act. Members are requested to claim their unclaimed dividends immediately to avoid transfer of the said dividends and underlying shares to the IEPF. Members may note that the dividend and shares

transferred to IEPF could be claimed by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

1. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH.13 with BgSE Financials Limited. In respect of shares held in dematerialize form, the nomination may be filed with the respective Depository Participants. Members who are holding shares in a single name are advised to avail the nomination facility on a priority basis to save the prospective legal heirs from hassles of going through the legal process.

2. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from April 01, 2019, except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialisation, Members are advised to dematerialise shares held by them in physical form and for ease in portfolio management.

3. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / BgSE Financials Limited.

By Order of the Board of Directors Mac Charles (India) Limited

Sd/Richa Saxena Place: Bengaluru Company Secretary Date: October 09, 2024 Membership No. A17163

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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

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") sets out all material facts relating to the special business mentioned in the accompanying Notice dated October 9, 2024.

The shareholder mentioned below (hereinafter referred to as "Outgoing Promoter") vide his letter dated September 27, 2024, has requested for reclassification of his status from "Promoter/ Promoter Group" category to "Public" category in accordance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"):

Sl. No.	Name of the Shareholder	Category	No. of Equity Shares having face value of Rs 10 each	Percentage of Shareholding (%)
1.	Chatrabhuj Bassarmal Pardhanani	Promoter	160000	1.22%

The Outgoing Promoter has informed that he is not involved in the day-to-day activities of the Company, nor associated with the business of the Company, in any manner whatsoever, nor exercise any control over the Company, directly or indirectly, nor have any influence over the business and policy decisions of the Company and accordingly, being eligible for reclassification as 'public' shareholders, in compliance with the conditions set out in regulation 31A of the Listing Regulations, the Outgoing Promoters are seeking such reclassification from 'Promoter and Promoter Group' category to 'Public' category.

Further, in accordance with Regulation 31A(3)(b) of the Listing Regulations, the Outgoing Promoter has confirmed that he and the persons related to him (as defined under clause (pp) of sub-regulation (1) of Regulation 2 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended):

• i) together, do not hold more than 10 {ten) percent of the total voting rights in the Company;

• ii) do not exercise control over the affairs of the Company, whether directly or indirectly;

• iii) do not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;

• iv) do not have any board seat/representation on the board of directors of the Company either directly or through a nominee director;

• v) are not acting as a key managerial person in the Company; vi) are not a 'wilful defaulter' as per the Reserve Bank of India guidelines; and vii) are not a fugitive economic offender.

The aforesaid Promoter has also confirmed to abide by the conditions listed in Regulation 31A{4) of Listing regulations, post such reclassification/removal of name from "Promoter & Promoter Group" Category to "Public" Category and failing which he shall automatically be classified as 'Promoters & Promoter Group'.

The Board of Directors of the Company ( "Board ") deliberated over such a request and based on rationale and the confirmation provided by the Outgoing Promoter, approved the aforesaid request at their meeting held on October 9, 2024, subject to the approval of shareholders of the Company & Stock Exchanges and/or any other requisite approval(s), if any.

The said Shareholder has further informed that the Company is in compliance with Regulation 31A(3)(c) of the Listing Regulations i.e.:

(i) the Company shall be compliant with the requirement for minimum public shareholding as required under regulation 38 of Listing Regulations;

(ii) trading in Company's shares have not been suspended by the Stock Exchanges;

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Phone: 080-47222333

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

(iii) Company do not have any outstanding dues to the SEBI, the Stock Exchanges or the depositories.

In view of the above, the Board recommends the reclassification of Outgoing Promoter from the "Promoter & Promoter Group" to 'Public' category and recommend passing of resolution set out in the Notice by way of an ordinary resolution.

None of the Directors and Key Managerial Persons (KMPs) of the Company or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution set out in this Notice.

By Order of the Board of Directors Mac Charles (India) Limited

Sd/-

Richa Saxena Place: Bengaluru Company Secretary Date: October 09, 2024 Membership No. A17163

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