Mac Charles (India) Ltd. — Proxy Solicitation & Information Statement 2025

Feb 14, 2025

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620 Registered Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore-560001 Phone: 080-47222 333 Email: investor.relations@maccharlesindia.com Website: www.maccharlesindia.com

DRAFT NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and applicable circulars issued by the Ministry of Corporate Affairs Government of India, from time to time

Remote e- voting	Event	At	Day	Date
	Opens	09-00AM	Thursday	20/02/2025
	Closes	05-00 PM	Friday	21/03/2025

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, (including any statutory modification(s) or re-enactment thereof), it is proposed to transact the Special Business as set out hereunder by passing an Ordinary 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 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, (6) No.39/2020 dated 31[st] December,2020, (7) No.10/2021 dated 23[rd] June,2021 (8) No.20/2021 dated 08[th] December,2021, (9) No.3/2022 dated 05[th] May,2022 (10) No.11/2022 dated 28[th] December,2022, (11) No.09/2023 dated 25[th] September,2023 and (12) 09/2024 dated September 19, 2024 respectively, companies were advised to take all decisions requiring members’ approval, 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 September 30,2024, 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 was 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

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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 mentioned above, 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 13[th] February 2025 has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary, (Certificate of Practice No 12704) as Scrutinizer for conducting the Postal Ballot (remote 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 9-00 AM on February 20, 2025, and concludes at 05-00 PM on March 21, 2025. 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 within two working days of the closure of the remote evoting i.e. on or before 05:00 P.M. on March 23, 2025. 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 ORDINARY RESOLUTION:

ITEM NO 1:

To approve agreement with Vikas Telecom Private Limited (VTPL), a related party for sale of electricity:

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

“RESOLVED THAT , pursuant to the provisions of Section 188 of the Companies Act, 2013, Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute for this purpose) for entering into Memorandum of Understanding for sale of Electricity, with Vikas Telecom Private Limited, a related party, as per BESCOM rates, for a sum not exceeding Rs 11 Crores (Rupees Eleven Crores only) and other terms and conditions as may be mutually agreed upon between the Company and VTPL which would amount to a material related party transaction.

RESOLVED FURTHER THAT any of the Directors of the Company and Ms. Richa Saxena, Company Secretary and Mr. Ankit Shah, Chief Financial Officer of the Company be and are hereby

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authorized severally to do all such acts, deeds, things and matters, as may be necessary, proper and expedient including finalizing, varying and settling the terms and conditions, methods and modes in respect thereof to acquire and to finalise, execute and perform such agreements, contracts, schemes, deeds, undertaking and other documents as may be required to implement this resolution without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is here by authorized to delegate all or any of the powers herein conferred by this resolution to any Director(s) or any Committee of Directors (“Committee”) or any other Officer(s)/ Authorized representative(s) of the Company to give effect to this Resolution and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT all actions taken by the Board or Committee or any other persons authorised by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”

SPECIAL BUSINESS AND SPECIAL RESOLUTION:

ITEM NO 2:

Increase in the limits for borrowings under section 180(1)(c) of the Companies Act, 2013:

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

“ RESOLVED THAT in addition to all the earlier resolutions passed and pursuant to the provisions of section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules 2014 including any statutory modifications or re-enactments thereof, subject to approval of the members, consent of the Members be and is hereby accorded to the Board of Directors of the Company to borrow money, as and when required, from banks and/or financial institution/s and/ or foreign lender/s and/or anybody corporate/s entity/entities and/or authority/authorities and/ or through suppliers credit, or any other instruments either in Indian rupees or in such other foreign currencies as may be permitted by law from time to time, notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserve not set apart for any specific purpose) provided that the total amount so borrowed by the Board shall not at any time exceed Rs.2,500 Crores (Rupees Two Thousand Five Hundred Crores only) or limits so prescribed under section 180(1)(c) (as may be amended from time to time), whichever is higher.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this resolution.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental to give effect to this resolution.”

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ITEM NO 3:

Providing security u/s 180(1)(a) of the Companies Act, 2013 in connection with the borrowings of the Company:

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

“ RESOLVED THAT in addition to all the earlier resolutions passed and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with Companies( Meeting of Board and its Powers) Rules, 2014 including any statutory modification or re-enactments thereof, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company to sell, lease, mortgage or dispose of whole or substantially whole of the undertaking of the company or to create mortgages/charges/hypothecations and other encumbrances created/to be created by the company in favor of Indian or Foreign Financial Institutions, Banks or other Lending Institution(s) or export import banks, multilateral agencies and/or to such other persons (Lenders), if any, from whom the company has proposed or proposes to borrow any sum or sums of monies, which together with the monies already borrowed by the company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), and upon the terms and conditions decided / to be decided by the Board, to secure the facilities provided / to be provided by such Lenders together with interest, additional interest, cumulative interest, liquidated damages, remuneration of the agent or trustees, premium, if any on redemption, prepayment costs, charges, expenses and all other moneys payable by the Company to the Lenders, trustees and agents, subject to maximum limit of Rs.2,500 crores (Rupees Two Thousand Five Hundred Crores Only) or limits so prescribed under Section 180(1)(a) (as may be amended from time to time), whichever is higher, including charges subsisting as on date.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.”

By order of the Board of Directors For Mac Charles (India) Limited

Digitally signed RICHA by RICHA SAXENA SAXENA Date: 2025.02.13 17:32:13 +05'30'

Richa Saxena

Company Secretary and Compliance Officer ACS No: 17163

Registered Office 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore- 560001 Email: investor.relations@maccharlesindia.com

Place: Bangalore Date: 13.02.2025

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 Ordinary Resolution contained in the Postal Ballot Notice is sought through Postal Ballot (only e-voting).

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1. 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.

2. The Board of Directors, at its Meeting held on 13[th] February 2025 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.

3. 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 February 07, 2025 (“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

4. 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, No.10/2021 dated 23[rd] June,2021, No.20/2021 dated 08th December,2021, No.3/2022 dated 05th May,2022, No.11/2022 dated 28th December,2022, No.09/2023 dated 25[th] September,2023 and (12) 09/2024 dated September 19, 2024.

5. It is however, clarified that all the persons who are members of the Company as on February 07, 2025, which is the cut-off date (including those members who may not have received this Notice due to non-registration of their email addresses with the Company or the Depositories) shall be entitled to vote in relation to the resolutions specified in this Notice.

6. 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.

7. Dispatch of the Notice of Postal Ballot shall be deemed to be completed on 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.

8. 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 February 07, 2025.

9. 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 .

10. The Company, in compliance with Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and pursuant to Section 108 of the

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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 (e-voting) system of Central Depository Services (India) Limited (CDSL).

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

2. i) The voting period begins at 9-00 AM on Thursday, the February 20, 2025, and ends on at 05-00 PM on Friday, the March 21, 2025. 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 February 07, 2025, may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting after 05:00 P M on March 21, 2025.

3. 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.

4. 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.

5. 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.

6. 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.

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

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Type of Login Method
shareholders
1)Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
Individual
available to reach e-Voting page without any further authentication.
Shareholders
The URL for users to login to Easi / Easiest are
holding
securities in https://web.cdslindia.com/myeasi/home/login or visit
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Demat mode www.cdslindia.com and click on Login icon and select New System
with CDSL Masai.
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 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 1)If you are already registered for NSDL IDeAS facility, please visit
Shareholders the e-Services website of NSDL. Open web browser by typing the
holding following URL: https://eservices.nsdl.com either on a Personal
securities in Computer or on a mobile. Once the home page of e-Services is
demat mode with
launched, click on the “Beneficial Owner” icon under “Login” which
NSDL
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 at https://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
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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 You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for
(holding e-Voting facility. After Successful login, you will be able to see e-
securities in Voting option. Once you click on e-Voting option, you will be
demat mode) redirected to NSDL/CDSL Depository site after successful
login through authentication, wherein you can see e-Voting feature. Click on
their Depository company name or e-Voting service provider name and you will be
Participants 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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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 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

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:

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	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).

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

• (ii) 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.

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

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

• (v) 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.

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

• (vii) 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.

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

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

• (x) 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.

• (xi) 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.

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• 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.

• (xii) 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.

• (xiii) 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 within two working days of the closure of the remote e-voting i.e. on or before 05-00 P.M. on March 23, 2025. . 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.

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

• (xv) The Resolutions 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. March 21, 2025.

• (xvi) 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

RICHA Digitally signed by RICHA SAXENA SAXENA Date: 2025.02.13 17:31:28 +05'30'

Richa Saxena

Company Secretary and Compliance Officer ACS No.: 17163

Registered Office : 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore- 560001

Place: Bangalore Date: 13.02.2025

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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), (2) and (3) of the accompanying Notice dated 13[th] February 2025.

Item No. 1:

The company has proposed to enter into a Memorandum of Understanding (MOU) with Vikas Telecom Pvt Ltd (“VTPL”), a related party, for sale of electricity. Since the transaction value of the sale of electricity, exceeds 10 % of the annual consolidated turnover of the Company for the previous financial year ended March 31, 2024, this transaction amounts to a Material Related Party Transaction within the meaning of Regulation 2(zc) read with explanation to Regulation 23(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 188 of the Companies Act, 2013. This transaction therefore requires the approval from the shareholders of the company by means of an ordinary resolution. The consent of the Members is sought by way of Ordinary Resolution through Postal Ballot for authorizing the Board to implement the said MOU to VTPL, which is a related party.

The said related party transaction for sale of electricity will be at rates stipulated by BESCOM and hence will be in the ordinary course of business and at arm’s length basis

The following additional information pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of the Board and its Powers) Rules 2014 is furnished:

==> picture [421 x 335] intentionally omitted <==

----- Start of picture text -----

Particulars
S. No.
1. The name of the related party and nature Mr. Aditya Virwani, Director of the
of relationship company, is a related party to this
Transaction.
Mr. Jitendra Virwani, Director of
VTPL, is a promoter shareholder of the
company and relative of Mr. Aditya
Virwani.
2. The nature, duration of the contract and Sale of Electricity
particulars of the contract or arrangement
3. The material terms of the contract or Rs. 11 Crores
arrangement including the value, if any
4. Any advance paid or received for the N. A.
contract or arrangement, if any
5. The manner of determining the pricing and As per the MOU to be entered between
other commercial terms, both included as the parties.
part of contract and not considered as part
of the contract
6. Whether all factors relevant to the contract All the factors relevant to the contract
have been considered, if not, the details of have been considered.
factors not considered with the rationale
for not considering those factors
7. Any other information relevant or As per the MOU to be entered between
important for the Board to take a decision the parties.
on the proposed transaction
----- End of picture text -----

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All important information, which has been furnished above, forms part of the Statement setting out Material Facts pursuant to Section 102 (1) of the Companies Act, 2013, which have been mentioned herein.

Pursuant to the provisions of Regulation 23 (4) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements ) Regulations 2015, (“SEBI (LODR)”), in case any of related parties choose to exercise their vote, they can only vote against the resolution, irrespective of the fact as to whether the entity is a related party to the particular transaction or not and further any person forming part of the promoter or promoter group or any person or any entity, holding equity shares of ten per cent or more either directly or beneficial interest basis of the shareholding of the company is considered, as a related party as per the provisions of amended Regulation 2(xb) of SEBI LODR.

The Board recommends the Ordinary Resolution set out at Item No. 1 for the approval of the Members.

Except Mr. Aditya Virwani, DIN 06480521, none of the Directors and Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in the resolution set out at the said Item.

Item No. 2:

Under Section 180 (1) (c) of the Companies Act, 2013 (“Act”), the Board of Directors of a Company except with the consent of the shareholders in general meeting by a special resolution, borrow money, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, in excess of the aggregate of the paid up capital and free reserves of the Company. The shareholders vide resolution passed through Postal Ballot on 28th June,2024, had accorded their consent to the Board of Directors to borrow up to Rs.1200 Crores.

Taking into consideration the investment and growth opportunities, it is expected that the limit may exceed the aggregate of the paid up capital and free reserves of the Company. Therefore, the consent and approval of the Board and Shareholders is sought in accordance with the provisions of section 180(1) (c) of the Act, to enable the Directors to borrow monies, provided that the total amount so borrowed by the Board shall not at any time exceed Rs.2,500 Crores or limits so prescribed under section 180(1) (c) (as may be amended from time to time) whichever is higher.

The Board of Directors had, in its meeting held on 13[th] February 2025 considered and approved this proposal, subject to the approval of Shareholders through Postal Ballot process (including E- voting).

The Board accordingly recommends the passing of the said resolution as contained in the notice for approval by the Members as a special resolution.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Item No. 3:

In terms of the resolution passed by the Shareholders of the Company through Postal Ballot on 28th June,2024, the shareholders had accorded their consent to the Board of Directors of the Company to borrow an amount upto Rs.1200 Crores, at any point of time. Taking into consideration the investment and growth opportunities, it may be necessary for the Company to borrow monies from various sources consequent to which the amount outstanding could exceed the present limit.

The borrowings of the Company in general are required to be secured from time to time by creation of mortgage or charge on all or any of the movable or immovable property/assets of the Company in such form and manner as may be required by the lenders and acceptable to the Board

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of Directors of the Company. Mortgaging or creating charge by the Company on its assets to secure the funds borrowed from time to time within the overall limits of borrowing powers delegated to the Board of Directors, may be construed as disposal of the Company’s undertaking within the meaning of Section 180(1) (a) of the Companies Act, 2013. It is therefore considered necessary for the Members to authorize the Board to create mortgage/charge on Company’s assets in the manner proposed in the resolution to secure the funds borrowed by the Company from time to time.

The Board of Directors had, in its meeting held on 13th February 2025 considered and approved this proposal, subject to the approval of Shareholders through Postal Ballot process (including E- voting).

The Board accordingly recommends the passing of the said resolution as contained in the notice for approval by the Members as a special resolution.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Material documents in respect of the above resolutions are available for inspection at the Registered Office of the Company on all working days during business hours.

By order of the Board of Directors

For Mac Charles (India) Limited

Digitally signed RICHA by RICHA SAXENA SAXENA Date: 2025.02.13 17:31:53 +05'30'

Richa Saxena

Company Secretary and Compliance Officer ACS No.: 17163

Registered Office : 1[st] Floor, Embassy Point 150 Infantry Road Bangalore- 560001 Email: investor.relations@maccharlesindia.com

Place: Bangalore Date: 13.02.2025

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