MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-47222 333 1[st] Floor, Embassy Point Infantry Road, Email: [email protected] Bangalore – 560 001 website: www.maccharlesindia.com

NOTICE TO EQUITY SHAREHOLDERS

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF MAC CHARLES (INDIA) LIMITED, CONVENED PURSUANT TO THE ORDER DATED NOVEMBER 21, 2025, READ WITH THE ORDER DATED JANUARY 12, 2026, OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

Day,Date and Time	:	Wednesday, February 25, 2026, at 11:00 AM(IST)
Cut-off date for sending the Notice to eligible shareholders	:	Monday, January 19, 2026
Cut-off date for determining eligibilityfor e-voting	:	Wednesday, February 18, 2026
Remote e-votingstart date and time	:	Saturday, February 21, 2026, at 9:00 AM(IST)
Remote e-votingend date and time	:	Tuesday, February 24, 2026, at 5:00 PM(IST)
Mode of Meeting	:	As per the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench, the Meeting shall be conducted through Video Conferencing/ Other Audio Visual Means

Sl. No	Contents	Page Nos.
1.	Notice of the Meeting of the equity shareholders of Mac Charles (India) Limited convened as per the Orders (defined below) of the Hon’ble National CompanyLaw Tribunal,Bengaluru Bench	1 – 20
2.	Explanatory Statement under Sections 230 to 232, read with Section 102 and other applicable provisions of the Companies Act, 2013, Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other relevant rules made thereunder, and as required under SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20,2023	21 – 54
3.	Annexure - 1 Order of the Hon’ble National Company Law Tribunal, Bengaluru Bench, dated November 21,2025,read with the Order dated January12,2026	55 – 67
4.	Annexure - 2 Scheme of Arrangement between Mac Charles (India) Limited and Embassy Prism Ventures Limited and their respective shareholders	68 – 111

5.	Annexure - 3 Certified true copy of the resolution passed by the Board of Directors of Mac Charles(India)Limited approvingtheproposed Scheme	112 – 116
6.	Annexure - 4 Certified true copy of the resolution passed by the Board of Directors of EmbassyPrism Ventures Limited approvingtheproposed Scheme	117 – 121
7.	Annexure – 5 Copy of the report adopted by the Board of Directors of Mac Charles (India) Limited under Section 232(2)(c)of the Companies Act,2013	122 – 127
8.	Annexure – 6 Copy of the report adopted by the Board of Directors of Embassy Prism Ventures Limited under Section 232(2)(c)of the Companies Act,2013	128 – 133
9.	Annexure – 7 Copy of the report adopted by the Audit Committee of Mac Charles (India) Limited, as required under SEBI Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20,2023	134 – 141
10.	Annexure – 8 Copy of the valuation report dated September 13, 2024, issued by SSPA & Co., Chartered Accountants, a valuer registered with the Insolvency and Bankruptcy Board of India, determining the share-entitlement ratio for the demerger	142 – 152
11.	Annexure – 9 Copy of the fairness opinion dated September 13, 2024, issued by Corpwis Advisors Private Limited,a CategoryI SEBI-registered Merchant Banker	153 – 164
12.	Annexure – 10 Copy of the Complaints Report dated October 22, 2024, submitted by Mac Charles(India)Limited to the BSE	165 – 166
13.	Annexure – 11 Copy of the certificate and revised certificate issued by the statutory auditor of Mac Charles(India)Limited on the accountingtreatment	167 – 175
14.	Annexure – 12 Copy of the certificate issued by the statutory auditor of Embassy Prism Ventures Limited on the accounting treatment, along with the clarification provided by the management of Embassy Prism Ventures Limited on the accountingtreatment	176 – 181
15.	Annexure – 13 Observation Letter dated August 21,2025,issued bythe BSE	182 – 184

18.	Annexure – 14 Information pertaining to Embassy Prism Ventures Limited as per format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations,2018	185 – 200
19.	Annexure – 15 Certificate dated January 13, 2026 issued by 3Dimension Capital Services Limited, a SEBI registered Merchant Banker, certifying that the information pertaining to Embassy Prism Ventures Limited as per format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018,is accurate and adequate	201 – 202
20.	Annexure – 16 Copy of the audited limited review report as of September 30, 2025, of Mac Charles(India)Limited	203 – 209
21.	Annexure- 17 Copy of the audited financial statements of Mac Charles (India) Limited for the financialyear 2024-25	210 – 266
22.	Annexure- 18 Copy of the unaudited financial statements of Embassy Prism Ventures Limited for theperiod from April 2025 to September 2025	267 – 272
23.	Annexure- 19 Copy of the audited financial statements of Embassy Prism Ventures Limited for the financialyear 2024-25	273 – 293

The notice of the Meeting, explanatory statement, and Annexures 1 to 19 constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral whole.

Unless specifically defined herein, capitalised terms and abbreviations used herein shall have the same meaning as ascribed to them in the Scheme.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH

AT BENGALURU IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016

AND

IN THE MATTER OF MAC CHARLES (INDIA) LIMITED AND EMBASSY PRISM VENTURES LIMITED

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN MAC CHARLES (INDIA) LIMITED AND EMBASSY PRISM VENTURES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

CA (CAA) NO. 46/BB/2025

MAC CHARLES (INDIA) LIMITED

CIN: L55101KA1979PLC003620 PAN: AAACM9877G Registered office: Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru- 560 001

……APPLICANT COMPANY NO. 1/ DEMERGED COMPANY

FORM NO. CAA-2

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF MAC CHARLES (INDIA) LIMITED, THE DEMERGED COMPANY, PURSUANT TO THE ORDER DATED NOVEMBER 21, 2025, READ WITH THE ORDER DATED JANUARY 12, 2026, PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

1. Notice is hereby given that, pursuant to an Order dated November 21, 2025 read with the Order dated January 12, 2026, (collectively referred to as “Orders”) passed by the Bengaluru Bench of the Hon’ble National Company Law Tribunal (“NCLT”), a meeting of equity shareholders of Mac Charles (India) Limited (“Company”) is directed to be convened and held on Wednesday, February 25, 2026, at 11:00 AM (IST) (“Tribunal Convened Meeting” or “Meeting”), through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Mac Charles (India) Limited (“Demerged Company”) and Embassy Prism Ventures Limited (“Resulting Company”) and their respective shareholders (“Scheme”), under the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”). The deemed venue for the Meeting shall be the registered office of the Company at Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru- 560 001, India.

2. Copy of the Orders are attached as Annexure – 1.

3. Pursuant to the Orders, the Bengaluru Bench of the NCLT has directed that the Meeting be held through VC/OAVM, in compliance with the provisions of the Act and the rules made thereunder, read with the applicable general circulars issued by the Ministry of Corporate Affairs in relation to conducting meetings of shareholders through VC/OAVM with a facility for e-voting, Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations (“Listing Regulations”), applicable circulars issued by the Securities and Exchange Board of India (“SEBI”), including the Master Circular dated June 20, 2023 (“SEBI Scheme Circular”) bearing reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93, and the Secretarial Standard on General Meetings, i.e., SS2, issued by the Institute of Company Secretaries of India.

4. The Scheme, if approved by the equity shareholders of the Company, as mentioned under Section 230(6) of the Act read with the relevant rules thereunder, the Listing Regulations, the SEBI Scheme Circular and other applicable circulars issued by the SEBI, if any, will be subject to subsequent

approval of the Bengaluru Bench of the NCLT and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies), as may be deemed necessary.

5. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing the facility of remote e-voting prior to the Meeting and e-voting during the Meeting. The equity shareholders may refer to the ‘Notes’ to this notice for further details on remote e-voting prior to the Meeting and e-voting at the Meeting.

6. The Bengaluru Bench of the NCLT has appointed Mr. Saji P John, advocate, the undersigned, to be the Chairperson for the Meeting and Mr. Prasanna Naganur, Practicing Company Secretary, to be the Scrutinizer to scrutinize the remote e-voting process before the Meeting as well as e-voting during the Meeting, and to oversee the entire e-voting process in a fair and transparent manner.

7. The equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-voting available at the Meeting to be held through VC / OAVM; or (b) through remote e-voting during the period commencing as stated below:


REMOTE E-VOTING
Commencement of remote e-voting	Saturday, February 21, 2026, at 9:00 AM (IST)
Conclusion of remote e-voting	Tuesday, February 24, 2026, at 5:00 PM (IST)

The remote e-voting module shall be disabled by CDSL after the prescribed period above. Equity shareholders of the Company whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories, whether holding shares in physical or electronic form, as of Wednesday, February 18, 2026 (“Cut-off Date”), shall be eligible to cast their votes through remote e-voting.

8. Once the vote on a resolution is cast by the equity shareholders, the equity shareholders shall not be allowed to change it subsequently. The voting rights of the equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the close of business hours on the Cut-off Date. A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purposes only.

9. The explanatory statement under Sections 102, 230 to 232 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Listing Regulations, SEBI Scheme Circular and other applicable circulars issued by SEBI, along with a copy of the Scheme and other Annexures to the Explanatory Statement are enclosed herewith. A copy of this Notice, Explanatory Statement and Annexures to the Notice and Explanatory Statement are also available on the following:

a) website of the Company at https://www.maccharlesindia.com/;
b) website of CDSL at https://www.evotingindia.com/; and
c) website of the stock exchange where the equity shares of the Company are listed at www.bseindia.com.

10. The equity shareholders desirous of obtaining physical copies of the said Notice, the Explanatory Statement and Annexures to the Notice and Explanatory Statement, free of charge, may send a request at [email protected]. Copies of such documents can be obtained between 9:00 A.M. and 5:00 P.M. (IST) on any day (except Saturday, Sunday, and public holidays) up to one day prior to the date of the Meeting from the registered office of the Company. Alternatively, a request for obtaining an electronic or soft copy of the Notice may be made by sending an email along with details of your shareholding in the Company at [email protected].

11. The equity shareholders are requested to consider, and if thought fit, to pass with requisite majority the following resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013, and the rules, regulations, circulars, and notifications issued thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, issued by the Securities and Exchange Board of India (“SEBI”), as amended from time to time (“SEBI Scheme Circular”), and any other circulars/guidelines issued by SEBI applicable to schemes of arrangement from time to time, and the relevant provisions of other applicable laws, the Observation Letter issued by the Bombay Stock Exchange Limited dated August 21, 2025, the provisions of the Memorandum of Association and Articles of Association of Mac Charles (India) Limited (“Company”), and subject to the approval of the Bengaluru Bench of the Hon’ble National Company Law Tribunal (“NCLT”) and the approvals of any

other relevant statutory or regulatory authorities as may be required, and subject to such conditions and modifications as may be prescribed or imposed by the Bengaluru Bench of the NCLT or by any statutory or regulatory authorities while granting such consents, approvals, and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorized by it to exercise its powers, including the powers conferred by this resolution), the proposed arrangement embodied in the Scheme of Arrangement between Mac Charles (India) Limited and Embassy Prism Ventures Limited and their respective shareholders (“Scheme”), be and is hereby approved.

RESOLVED FURTHER THAT the directors of the Company, namely Mr. Aditya Virwani, Mr. Harish Kumar Anand, Ms. Barkha Mahtani, Mr. Pandithacholanallur Ramakrishnan Rajagopalan, Mr. Srinivasarao Nagabhushana Rao Nagendra and Mr. Bijoy Kumar Das, Ms. Richa Saxena, Company Secretary of the Company, Mr. Ankit Shah, Chief Financial Officer of the Company, Mr. Rajesh Kaimal, Ms. Swarna R. Malharikar and Mr. Sidharth Dhir, Authorized Signatory(ies) of the Company, be and are hereby authorized to do all such acts, deeds, matters, and things as they may, in their absolute discretion, deem requisite, desirable, appropriate, or necessary to give effect to this resolution and effectively implement the arrangement/demerger embodied in the Scheme, and to accept such modifications, amendments, limitations, and/or conditions, if any, which may be required and/or imposed by the Hon’ble National Company Law Tribunal, Bengaluru Bench, or such other regulatory/statutory authorities, while sanctioning the Scheme, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, or to approve withdrawal (and, where applicable, re-filing) of the Scheme at any stage for any reason, including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required, or imposed, whether by any shareholder, creditor, SEBI, the Bengaluru Bench of the NCLT, and/or any other authority, which are, in their view, not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds, and things as they may deem necessary and desirable in connection therewith and incidental thereto.”

Place: Bengaluru Date: January 19, 2026

Digitally signed by SAJI PILAPPILLIL SAJI PILAPPILLIL JOHN JOHN Date: 2026.01.20 09:59:30 +05'30'

Mr. Saji P John

Advocate

Registered office: Mac Charles (India) Limited Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru- 560 001

Chairperson appointed for the Meeting

Notes:

1. Pursuant to the Orders, the Meeting of the equity shareholders of the Company is being conducted through VC/ OAVM facility to transact the business set out in the Notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, applicable rules thereunder, SEBI Scheme Circular read with other applicable SEBI circulars, SS-2 and in compliance with the applicable circulars issued by the Ministry of Corporate Affairs. Accordingly, the Meeting of the equity shareholders of the Company will be convened on Wednesday, February 25, 2026, at 11:00 AM (IST), through VC / OAVM for the purpose of considering, and if thought fit, approving, the Scheme.

2. Pursuant to the Orders, the Meeting is being convened through VC/OAVM and the requirement of physical attendance of equity shareholders has been dispensed with. In view of this, the facility for appointment of proxies by the equity shareholders under Section 105 of the Act is not available for the Meeting and hence, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

3. Information in relation to accessing the Notice of the Meeting: In compliance with the Orders and the applicable circulars issued by the Ministry of Corporate Affairs, the Notice of this Meeting, together with accompanying documents mentioned in the Index, is being sent through electronic mode to those equity shareholders of the Company whose e-mail addresses are registered with the Company/ Depository Participant(s) (“DPs”) / Registrar and Transfer Agent (“RTA”) as on January 19, 2025. In terms of the directions contained in the Orders, the Notice convening the Meeting is also being published by the Company through advertisement in the “The Indian Express” in the English language and a Kannada translation thereof in “Kannada Prabha”, both having circulation in Bengaluru, India, indicating the day, date and time of the Meeting.

4. 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 and writing to BgSE Financials Limited, the Registrar and Transfer Agent of the Company, at [email protected] along with a self-attested copy of the Permanent Account Number (“PAN”) card and a self-attested copy of the Aadhar card or any document (like 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 their respective Depository

Participants. In case of any queries/difficulties in registering the email address, members may write to [email protected].

5. Cut-off Date for exercising voting rights: Only the registered equity shareholders of the Company whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, whether holding shares in physical or electronic form, as of the Cut-off Date (i.e. Wednesday, February 18, 2026) shall be entitled to exercise their voting rights on the resolution proposed in the Notice and attend the Meeting.

6. Equity shareholders may join the Meeting through VC/OAVM facility by following the procedure mentioned below (Note 19 – Note 44), which is also available on the website of the Company at www.machcharlesindia.com. The joining link shall be kept open throughout the proceedings of the Meeting. The equity shareholders will be able to view the proceedings on the CDSL e-voting website at https://www.evotingindia.com/.

7. The authorized representative of corporate members/ institutional investors (i.e., other than individuals, Hindu Undivided Families, etc.) appointed in pursuance of Section 113 of the Act, may attend the Meeting provided that a certified true copy of the resolution of the board of directors authorizing such representative to attend and vote at the Meeting shall be emailed to the Scrutinizer at [email protected] with a copy marked to [email protected] and [email protected] not later than 48 hours before the scheduled time of the commencement of the Meeting.

8. Quorum of the Meeting: Equity shareholders attending the Meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act and as per the terms of the Orders. Further, the Orders also direct that in case the quorum, as noted above for the Meeting, is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes, and thereafter, the equity shareholders present shall be deemed to constitute the quorum.

9. Subject to the receipt of requisite majority of votes in favour of the Scheme, i.e., majority of persons representing three-fourths in value of all equity shareholders of the Company casting their votes in accordance with Sections 230 to 232 of the Act, the resolution proposed in the Notice shall be deemed to have been duly passed on Wednesday, February 25, 2026, i.e., the date of the Meeting of the equity shareholders of the Company under the Act.

10. Further, in accordance with the SEBI Scheme Circular, and as provided in Clause 28 of the Scheme, the Scheme shall be acted upon only if the number of votes cast by the public shareholders in favour of the aforesaid resolution for approval of Scheme is more than the number of votes cast by the public shareholders against it. For this purpose, the term ‘Public’ shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulation) Rules, 1957, and the term ‘Public Shareholders’ shall be construed accordingly.

11. Equity shareholders will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the Meeting and equity shareholders participating at the Meeting, who have not already cast their vote by remote e-voting, will be eligible to exercise their right to vote during such proceedings of the Meeting. Equity shareholders who have cast their vote by remote e-voting prior to the Meeting will also be eligible to participate at the Meeting but shall not be entitled to cast their vote again on the resolution for which the member has already cast the vote through remote e-voting.

12. The Chairperson shall, at the Meeting, at the end of the discussion on the resolution on which voting is to be held, allow voting through the e-voting system for all those equity shareholders who are present during the Meeting through VC/OAVM but have not cast their votes by availing the remote e-voting facility. The e-voting module during the Meeting shall be disabled by CDSL 15 minutes after the conclusion of the Meeting.

13. In case of joint holders attending the Meeting, only such joint equity shareholder whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the Meeting and only their vote will be counted.

14. The Chairperson shall submit the result of the voting to the Company to the Bengaluru Bench of the NCLT. The results of the meeting along with the report from the Scrutinizer shall be communicated to the BSE, where the shares of the Company are listed, and will also be displayed on the website of the Company at https://www.maccharlesindia.com/investor-relation/ and the website of CDSL at https://www.evotingindia.com/.

PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM:

15. The Members will be able to attend the Meeting through VC/OAVM or view the webcast of Meeting provided by CDSL at https://www.evoting.cdsl.com by using their remote e-voting login credentials and selecting the Electronic Voting Sequence Number (“EVSN”) for the Meeting of

the Company. The link for VC/OAVM will be available in the member login section where the EVSN of the Company will be displayed.

16. The facility of joining the Meeting through VC/OAVM shall open 15 minutes before the time scheduled for the Meeting and will be available for members on a first-come, first-served basis. The members can attend the Meeting 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 Meeting through VC/OAVM will be made available to at least 1000 members on a first come first served basis. This will not include large shareholders (those 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 Meeting without restriction on account of the first-come, first-served basis.

17. If a member has any queries or issues regarding attending Meeting & e-voting from the e-voting system, he/she may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under ‘Help’ section or write an email to [email protected] or contact toll free No. 1800 21 09911.

18. 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.

PROCEDURE TO RAISE QUESTIONS DURING THE MEETING:

19. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, email address, PAN, mobile number at [email protected]. Only those speaker registration requests received till Wednesday, February 18, 2026, shall be considered and allowed as speakers during the Meeting. Further, only such members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting. The shareholders who do not wish to speak during the Meeting but have queries may send their queries in advance at least seven days prior to the Meeting mentioning their name, demat account number/folio

number, email id, mobile number at [email protected]. These queries will be replied to by the Company by email.

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

20. Pursuant to the provisions of Section 108 of the Act 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.

21. Members may cast their votes on electronic voting system from any place, i.e., remote e-voting. The remote e-voting period commences from 9:00 AM (IST) on Saturday, February 21, 2026, and closes at 5:00 PM (IST) on Tuesday, February 24, 2026. During this period, members holding shares either in physical form or in dematerialized form, as on Wednesday, February 18, 2026, i.e., Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

(i) In terms of the provisions of the SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of the Listing Regulations, 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.
(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 with CDSL	(iii) 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/loginor 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 e-voting 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 & vote during the Meeting. Additionally, there are also links provided to access the system of all ESPs i.e., CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-voting service providers’ website directly. (iv) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRe gistration (iv) Alternatively, the user can directly access e-voting page by providing demat account number and PAN from a e-voting link available onwww.cdslindia.com homepage. The system will

Type of
shareholders

Login Method

Individual
Shareholders
holding securities
in demat mode
with CDSL

(iii)
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/loginor 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 e-voting 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 & vote during the Meeting.
Additionally, there are also links provided to access the system of
all ESPs i.e., CDSL/NSDL/KARVY/LINKINTIME, so that the user
can visit the e-voting service providers’ website directly.
(iv)
If the user is not registered for Easi/Easiest, option to
register
is
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRe
gistration
(iv) Alternatively, the user can directly access e-voting page by
providing demat account number and PAN from a e-voting link
available onwww.cdslindia.com homepage. The system will

	authenticate the user by sending OTP on registered mobile and email as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and able to directly access the system of all ESPs.
Individual Shareholders holding securities in demat mode with National Securities Depository Limited (“NSDL”)	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 ‘LDogin’ 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 the ESP website for casting your vote during the remote e-voting period or joining virtual Meeting & vote during the Meeting. 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’ or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 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 ESP name and you will be redirected to ESP website for casting your vote during the remote e- voting period orjoiningvirtual Meeting& vote duringthe Meeting.
Individual Shareholders	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL

authenticate the user by sending OTP on registered mobile and
email as recorded in the demat account. After successful
authentication, user will be able to see the e-voting option where the
e-voting is in progress and able to directly access the system of all
ESPs.

Individual
Shareholders
holding securities
in demat mode
with
National
Securities
Depository
Limited
(“NSDL”)

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 ‘LDogin’
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 the ESP website for
casting your vote during the remote e-voting period or joining
virtual Meeting & vote during the Meeting.
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’
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
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 ESP name and you will be
redirected to ESP website for casting your vote during the remote e-
voting period orjoiningvirtual Meeting& vote duringthe Meeting.

Individual
Shareholders

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL

	(holding securities in demat mode) login through their Depository Participants	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 ESP name and you will be redirected to ESP website for casting your vote during the remote e-voting period or joining virtual Meeting & vote during the Meeting.

(v) 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 [email protected] contact at toll free number 1800 21 09911.
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 [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(vi) Login method for e-voting for shareholders other than individual shareholders holding in demat form and physical shareholders.

a. The shareholders should log on to the e-voting website www.evotingindia.com.

b. Click on ‘Shareholders’ module.
c. Now enter your User ID
✓ For CDSL: 16 digits beneficiary ID,
✓ For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
✓ Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
d. Next enter the Image Verification as displayed and Click on Login.

e. 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.
f. If you are a first-time user follow the steps given below:

	For shareholders holding shares in demat form other than individual andphysical Form
PAN	Enter your 10-digit alpha-numeric PAN (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 byCompany/RTA or contact Company/RTA.
Dividend Bank Details or Date of Birth	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 the Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(v).

(vii) After entering these details appropriately, click on “SUBMIT” tab.
(viii) 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.
(ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN for the relevant on which you choose to vote.

(xi) 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.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) 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.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvi) 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.
(xvii) 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 [email protected].
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 [email protected] 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; or [email protected], 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 WiFi or LAN Connection to mitigate:
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 [email protected].
The remote e-voting period commences from 9:00 AM (IST) on Saturday, February 21, 2026, and closes at 5:00 PM (IST) on Tuesday, February 24, 2026. During this period, Members holding shares either in physical form or in dematerialized form, as on February 18, 2026, i.e., Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
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:

23. 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.

24. 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 MEETING THROUGH VC/OAVM ARE AS UNDER:

25. Shareholders will be provided with the facility to attend the Meeting through VC/OAVM through the CDSL 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.

26. Shareholders are encouraged to join the Meeting through Laptops / Ipads for better experience.

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

28. 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.

29. 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 at least 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 Meeting but have queries may send their 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.

30. 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 MEETING ARE AS UNDER: -

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

32. Only those shareholders, who are present in the Meeting 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 Meeting.

33. If any Votes are cast by the shareholders through the e-voting available during the Meeting 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.

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

Note for Non – Individual Shareholders and Custodians

35. 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.

36. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

37. 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.

38. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

39. 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.

40. 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;

[email protected] (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.

Place: Bengaluru Date: January 19, 2026

SAJI Digitally signed by SAJI PILAPPILLIL PILAPPILLIL JOHN Date: 2026.01.20 JOHN 10:01:25 +05'30'

Mr. Saji P John

Advocate

Chairperson appointed for the Meeting

KEY INFORMATION AT A GLANCE

S. No	Particulars	Details
1.	Day, Date and Time of the Meeting	Wednesday, February 25, 2026, at 11:00 AM(IST)
2.	Mode of the Meeting	VC/ OAVM
3.	Link to participate in the Meeting through VC/ OAVM	https://www.evotingindia.com/
4.	Contact details of CDSL for assistance before or during the Meeting	Email: [email protected] Contact number: Mr. Nitin Kunder (022-23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi(022-23058542)
5.	Cut-off date for sending the Notice to eligible Shareholders	January 19, 2026
6.	Cut-off date for determining eligibility for remote e-voting	February 18, 2026
7.	Remote e-votingstart date and time	February21,2026,at 9:00 AM
8.	Remote e-votingend date and time	February24,2026,at 5:00 PM
10.	Registration as speaker shareholder	February18,2026
11.	Name, address and contact details of Registrar and Transfer Agent	BgSE Financials Limited Stock Exchange Towers No. 51, 1st Cross, J C Road, Bengaluru, India-560027 Contact person: Vinay Bharathi Contact number: 080-66673353

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH

AT BENGALURU IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF MAC CHARLES (INDIA) LIMITED AND EMBASSY PRISM VENTURES LIMITED

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN MAC CHARLES (INDIA) LIMITED AND EMBASSY PRISM VENTURES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

CA (CAA) NO. 46/BB/2025

MAC CHARLES (INDIA) LIMITED

CIN: L55101KA1979PLC003620 PAN: AAACM9877G Registered office: Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru- 560 001

……APPLICANT COMPANY NO. 1/ DEMERGED COMPANY

EXPLANATORY STATEMENT TO THE NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF MAC CHARLES (INDIA) LIMITED

1. This is a statement accompanying the Notice convening the Meeting of equity shareholders of the Company, pursuant to the Orders, to be held on Wednesday, February 25, 2026, at 11:00 AM (IST) through VC/ OAVM means for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme.

2. In this statement, Mac Charles (India) Limited is hereinafter referred to as “MCIL” or the “Demerged Company” or the “Company”, and Embassy Prism Ventures Limited is hereinafter referred to as “Prism” or the “Resulting Company”. The other definitions contained in the Scheme shall also apply to this statement under Section 230(3) of the Act, read with Section 102 of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. The draft Scheme was first placed before the Audit Committee of the Demerged Company on September 13, 2024. Based on the recommendations of the Audit Committee and its own evaluation, the Board of Directors of the Demerged Company, at its meeting held on September 13, 2024, concluded that the Scheme is in the best interests of the Company, its shareholders, and other stakeholders. A copy of the Audit Committee report is attached as Annexure – 7. Accordingly, the Board of Directors of the Demerged Company and the Resulting Company have unanimously approved the Scheme at their respective meetings on September 13, 2024. Copies of the said board resolutions of the Demerged Company and the Resulting Company are attached as Annexure 3 and Annexure 4, respectively.

4. Pursuant to Section 232(2)(c) of the Act, copies of the reports adopted by the directors of the Demerged Company and the Resulting Company explaining the effect of the arrangement in the Scheme on shareholders, key managerial personnel, promoters, and non-promoter shareholders, and laying out in particular the share exchange ratio, are attached as Annexure 5 and Annexure 6, respectively.

5. The Scheme was subsequently filed with the BSE on September 20, 2024, for obtaining a No Objection Certificate (“NOC”). The Company has duly responded to the queries raised by BSE from time to time. The NOC from BSE was received on August 21, 2025, wherein no adverse observations or objections were raised, and no modifications to the Scheme were suggested.

6. The Company has, as of now, complied with all comments stipulated in the Observation Letter relevant for filing the first motion application and has filed the same with the National Company Law Tribunal, Bengaluru Bench, on October 1, 2025.

7. The Scheme provides for the demerger of the Demerged Undertaking, comprising the commercial real estate division and its associated debt, from the Demerged Company to the Resulting Company on a going concern basis, with the consideration being the issue of Redeemable Preference Shares (“RPS”) by the Resulting Company to the shareholders of the Demerged Company as on the Record Date, in the share entitlement ratio specified in the Scheme.

8. The Scheme would, inter-alia, have the following benefits as mentioned in the Scheme:

i. The arrangement would result in an efficient corporate structure with a focused management, and it would be strategically apt to segregate the business to enable them to move forward independently, with greater focus and specialization building further on their respective capabilities.
ii. Segregating and separating the Demerged Undertaking would help in attracting the relevant set of investors with matching risk and investment profile of the Demerged Undertaking which would unlock better valuation of the Demerged Undertaking.
iii. Dedicated management focus, streamlining of operations, cost optimization and operational efficiencies through the effective and efficient utilization of financial resources, managerial talents and technical skills, thereby protecting and maximizing the value and returns to the shareholders.
iv. Enable the Resulting Company to raise secured and unsecured funding from investors for the Demerged Undertaking in an insulated legal entity to secure their investments.
v. The Demerged Company is into multiple business involving inter alia, residential real estate development, generation of power through operation of windmills, commercial real estate activity involving development as well as operation and management of commercial office assets, identifying and making strategic investments, including the formation of subsidiaries for undertaking the stated business activities through them, etc. The Demerged Undertaking is purely focused on development, operations and management (including maintenance) of commercial office space and accordingly, the differing financial needs and strategic

imperatives can be better addressed by the separation of the Demerged Undertaking from the Demerged Company into the Resulting Company, which is a wholly owned subsidiary of the Demerged Company.

vi. The Scheme ensures that, while the overall value of the Demerged Company and Resulting Company is enhanced through the segregation of Demerged Undertaking, the stakeholders benefit from a single consolidated value from their shareholding in the Demerged Company which also captures within its existing equity shares, the value of the Resulting Company by virtue of it being a wholly owned subsidiary of the Demerged Company, even post the proposed Demerger.
vii. Transfer of the Demerged Undertaking through a Scheme of Arrangement enables the Demerged Company to also subsidiarize the listed Non-Convertible Debentures issued by the Demerged Company in relation to the Demerged Undertaking.
viii. The Resulting Company shall issue RPS (herein defined) to the shareholders/ members of the Demerged Company and such RPS shall mirror the equity shareholding pattern of the Demerged Company in the Resulting Company, which is aligned with a tax-compliant demerger under Section 2(19AA) of the Income-tax Act, 1961. Further, given the Demerged Company shall continue to hold the entire equity share capital of the Resulting Company, the entire enhanced equity value of the Demerged Undertaking shall, post demerger, accrue to the Demerged Company and thereby reflecting in the value of its own shares held by the shareholders/ members of the Demerged Company.
ix. The Scheme for Demerger is proposed to be adopted for subsidiarizing the Demerged Undertaking which ensures that the Demerged Company and the Resulting Company follow the highest level of compliance and corporate governance by seeking approvals from the relevant Stock Exchanges, SEBI (herein defined), NCLT (herein defined), and other Governmental Authorities (herein defined) and stakeholders, as opposed to any other modes of transfer as specified under Regulation 37A of LODR (herein defined).
x. Further, the Scheme is not detrimental to the interest of any of the shareholders (including public), creditors, lenders and other stakeholders concerned.

9. Copy of the Scheme as approved by the Board of Directors of the respective companies is enclosed herewith as Annexure - 2.

Details of the Demerged Company

10. Mac Charles (India) Limited, i.e., the Demerged Company, was incorporated on September 28, 1979, under the provisions of the Companies Act, 1956. The Company is a listed public limited company and is registered with the Registrar of Companies, Bengaluru, having Corporate Identification Number L55101KA1979PLC003620. The equity shares of the Company are listed on the BSE. The Permanent Account Number of the Company is AAACM9877G. The registered office address of the Company is Embassy Point, 1st Floor, 150, Infantry Road, Bengaluru – 560001, Karnataka, India. The e-mail address of the Company is [email protected].

11. The Demerged Company is inter alia engaged in the business of residential real estate development, generation of power through the operation of windmills, commercial real estate activities involving the development, operation, and management of commercial office assets; and, identifying and making strategic investments, including the formation of subsidiaries for undertaking the aforementioned business activities. The main objects of the Demerged Company as set out in its Memorandum of Association are, inter alia , as follows:

“(A) Main objects to be pursued by the company on its incorporation: -

1. To carry on the business of hotel, restaurant, café, tavern, beer house, restaurant room and lodging house keepers, licenced victuallers, wine, beer and spirit merchants, brewers, maltsters, distillers and manufacturers of aerated mineral and artificial waters and other drinks purveyors caterers for public amusements.

2. To purchase or otherwise acquire and take over as a going concern, the business of Hotel, Restaurant, Café, Tavern, Beer House, Restaurant Room, Lodging Houses.

3. To carry on the trade of imports and exports or act as brokers of goods, live and dead stock and foreign produce of all description, hair dressers, perfumers, chemists, proproctors of clubs, baths, swimming pools, dressing rooms, reading, writing and newspaper rooms, libraries, grounds, cinema theaters and place of amusement, recreation, sport, tour operators entertainment and instruction of all kinds, tobacco and cigar merchants and generally carry on the business of coach, carriage, lorry and motor car proprietors of operators livery stable

and garage keepers, joh masters, farmers, dairymen, ice merchants, travel agents for railway, shipping and airway companies and carrier theatrical and opera box office.

4. To purchase, lease, hire, exchange or otherwise acquire for the purpose of hotel, restaurant other lines of business of the Company and real or personal property and in particular lands, buildings, structures, furniture, apparatus, appliances, boats, launches, yachts and other conveniences and may also from time of time deal in demise, let, mortgage, or dispose of the same.

5. To carry on the business of construction, building, development of real estate, acquire land, building and other immovable properties or any interest therein by purchase or otherwise and to carry on all or any other business of designing, planning, managing, developing and/or construction of apartments, houses, factory buildings, godowns, warehouses, hotels, farm houses, health clubs, holiday resorts, club house, industrial sheds, housing colonies, public buildings, multistoried buildings, schools, colleges, community halls, shopping complex, dams, bridges, canals, power projects and playgrounds, tennis court, and / or to carry on business as civil, mechanical, electrical, water supply and sanitary contractors, builders, real estate agents, real estate developers, suppliers of various services required for residential, commercial, industrial and other units.

6. To carry on business as bakers and manufacturers of and dealers in bread, flour, and biscuits.

7. To generate, harness, develop and accumulate electric power by setting up all types of power plants, like Hydro Power, Thermal Power, Diesel Power, Multi Fuel based Power, Micro Hydel Power, Nuclear Power, Wind Turbine Power plants and also to generate electric power by harnessing wind, solar, tidal and other sources energy for captive consumption and also supply and distribution either directly or through State Electricity Boards or others to consumers of electricity on commercial basis and to establish, construct, and maintain necessary power stations and to generally accumulate, distribute and supply electricity.”

12. Details of change of name, registered office and objects of the Demerged Company during the last five years:

(i) Change of name: There has been no change of name in the last 5 (Five) years;
(ii) Change of registered office: Except below there has been no change of the registered office in the last 5 (Five) years

(a) On 26[th] June 2020: from 28, Sankey Road, Bangalore-560052 to #72/4, 1st Floor, Cunningham Road, Bangalore-560 052, Karnataka State, India
(b) On 30[th] May 2022: from #72/4, 1st Floor, Cunningham Road, Bangalore-560 052, Karnataka State, India to 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001;

(iii) Change of objects: There has been no change of objects in the last 5 (Five) years.

13. The share capital structure of the Demerged Company as on October 31, 2025, is as under:

Authorised Share Capital	Amount (Rs.)
2,00,00,000 equityshares of Rs. 10/- each	20,00,00,000
Total	20,00,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (Rs.)
1,31,01,052 equityshares of Rs. 10/- each	13,10,10,520
Total	13,10,10,520

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the share capital of the Demerged Company.

14. Financial statements of the Demerged Company:

A copy of the limited review report as of September 30, 2025, and the audited financial statements for the financial year 2024–25 are produced as Annexure – 16 and Annexure – 17, respectively.

15. Details of the directors and promoters of the Demerged Company as of October 31, 2025:

List of promoters:

S.No	Name	Address
1.	Embassy Property Developments Private Limited	1stFloor, Embassy Point, 150 Infantry Road, Bengaluru - 560 001

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-47222 333 1[st] Floor, Embassy Point Infantry Road, Email: [email protected]

Bangalore – 560 001

galore–	560 001	website:www.maccharlesindia.com

2.	Jitendra Virwani	#341 Embassy Woods 6/A, Cunnigham Road, Vasanth Nagar, Bengaluru 560001, Karnataka

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the promoters of the Demerged Company.

List of directors:

S.No	Name	DIN	Designation	Age	Address	Date of appointment
1.	Aditya Virwani	06480521	Director	31	#332 Embassy Woods 6/A Cunningh am Road, Vasanth Nagar, North Bengaluru , Bengaluru 560 001, Karnataka ,India	01/12/2016
2.	Harish Kumar Anand	10198737	Whole-time director	59	Flat 32091, Prestige Falcon City, Konanaku nte Cross Kanakapu ra Road Bangalore South	22/06/2023

Phone:080-47222 333

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:

1[st] Floor, Embassy Point Infantry Road, Email: [email protected]

Bangalore – 560 001

galore–	560 001		website:www.maccharlesindia.com	website:www.maccharlesindia.com	website:www.maccharlesindia.com	website:www.maccharlesindia.com

					Bangalore Karnataka 560062
3.	Barkha Mahtani	01405079	Independent director	52	No. 213, Embassy Woods, 6A Cunningh am Road, Bengaluru , Karnataka 560052	06/08/2025
4.	Pandithacholanallur Ramakrishnan Rajagopalan	00055416	Director	73	Flat # NP 402, Sriram Spandhan a Challagha tta, Bangalore 560037	01/12/2016
5.	Srinivasarao Nagabhushana Rao Nagendra	02533658	Independent director	68	No. 438, 40th Cross, 7th Main, 5th Block, Jayanagar , Bangalore - 560041	08/08/2024
6.	Bijoy Kumar Das	00179886	Independent director	79	#59/121, Embassy Habitat, Palace Road,	28/07/2023

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-47222 333 1[st] Floor, Embassy Point Infantry Road, Email: [email protected]

Bangalore – 560 001 website: www.maccharlesindia.com

Vasantha Nagar, Bangalore – 560052

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the directors of the Demerged Company.

Details of the Resulting Company

16. Embassy Prism Ventures Limited was incorporated under the Act on September 22, 2020, as a private limited company. It was subsequently converted into a public limited company on August 30, 2024, with Corporate Identification Number U70109KA2020PLC138875, and is registered with the Registrar of Companies, Bengaluru. The Resulting Company is an unlisted public limited company. The Permanent Account Number of the Company is AAGCE0981M. The registered office address of the Company is Embassy Point, 1st Floor, 150, Infantry Road, Bengaluru – 560001, Karnataka, India. The e-mail address of the Company is [email protected].

17. The Resulting Company is inter alia set up for the purpose of real estate development inter alia for the business of leasing commercial real estate properties. The main objects of the Resulting Company as set out in its Memorandum of Association are, inter alia, as follows:

“3. The objects to be pursued by the Company on its incorporation are:

1. To acquire land, building and other immovable properties or any interest therein by purchase or otherwise and to carry on all or any other business of designing, planning, managing, developing and/or construction of apartments, houses, factory buildings, godowns, warehouses, hotels, farm houses, health clubs, holiday resorts, club house, industrial sheds, housing colonies, public buildings, multistoried buildings, schools, colleges, community halls, shopping complex, dams, bridges, canals, power projects and playgrounds, tennis court, and / or to carry on business as civil, mechanical, electrical, water supply and sanitary contractors, builders, real estate agents, real estate developers, suppliers of various services required for residential, commercial, industrial and other units.

2. To carry on business of real estate consultants, project managers, project developers, property management and all services relating to real estate development and promotion.

3. To establish, develop, maintain, manage, control, buy, sell and give on lease Information Technology Park(s) and to create necessary infrastructure for the said park such as purchase, development of land, raising of roads, streets, construction of buildings, facilities for generation and distribution of power, water supply lines and to create and provide all allied facilities for the unit to be established in the said park(s) and for that purpose to install, create, establish or bring about whether itself or in collaboration or in joint venture or with assistance of any other person or persons whether domestic or foreign all other services, utilities or facilities required for carrying on IT related activities in the above said parks.”

18. Details of change of name, registered office and objects of the Resulting Company during the last five years:

(i) Change of name: There has been no change of name in the last 5 (five) years, except that the Resulting Company was called Embassy Prism Ventures Private Limited before it got converted into a public limited company on August 30, 2024;
(ii) Change of registered office: No change of the registered office in the last 5 (five) years;
(iii) Change of objects: There has been no change of objects in the last 5 (five) years.

19. The share capital structure of the Resulting Company as on October 31, 2025, is as under:

Authorised Share Capital	Amount (Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the share capital of the Resulting Company.

Note:

As on the date of this Notice, the Demerged Company beneficially holds 10,000 (Ten Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each in the Resulting Company, representing

100% of the issued, subscribed and paid-up share capital of the Resulting Company. Accordingly, the Resulting Company is a wholly owned subsidiary of the Demerged Company.

20. Financial statements of the Resulting Company:

A copy of the unaudited financial statements as of September 30, 2025, and the audited financial statements as of March 31, 2025, are produced as Annexure – 18 and Annexure – 19, respectively.

21. Details of the directors and promoters of the Demerged Company as of October 31, 2025

List of promoters:

S.No	Name	Address
1.	Mac Charles (India) Limited	I Floor, Embassy Point, 150, Infantry Road, Bangalore – 560 001, Karnataka, India.

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the promoters of the Resulting Company.

List of directors:

S.No	Name	DIN	Designation	Age	Address	Date of appointment
1.	Shailendra Konanur Subbaraya	07984647	Director	41	#48 1st Cross, Patel Ramaiah Road, Lingarajpur am, St. Thomas Town	22/09/2020

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:

Phone:080-47222 333

1[st] Floor, Embassy Point Infantry Road, Email: [email protected]

Bangalore – 560 001

website: www.maccharlesindia.com

					Bangalore 560084
2.	Harish Kumar Anand	10198737	Director	59	Flat 32091, Prestige Falcon City, Konanakun te Cross Kanakapur a Road Bangalore South Bangalore Karnataka 560062	12/03/2025
3.	Prasad Adavayya Turamari	09435132	Director	47	Geetha Ganga, No 1, SRS Layout, Karegudda dahalli, Near Arka Gas Godown, Guddahalli, Chikkabana vara - 560090	09/07/2024

Subsequent to October 31, 2025, and till the date of this Notice, there has been no change in the directors of the Resulting Company.

Salient features of the Scheme:

22. The salient features of the Scheme are, inter alia , as stated below. The capitalized terms used in the salient features shall have the same meaning as ascribed to them in the Scheme, and the salient

features are to be read subject to the same rules of interpretation as stated in Clause 6 of Part 1 of the Scheme. The below-mentioned points are not exhaustive, and the shareholders are advised to go through the entire Scheme as well.

The Scheme provides, inter alia , for the demerger of the Demerged Undertaking, which includes the commercial real estate division along with all associated debt in connection therewith, from the Demerged Company to the Resulting Company on a going concern basis, and in consideration thereof, the consequent issuance of RPS of the Resulting Company to all the shareholders of the Demerged Company as on the Record Date in accordance with the share entitlement ratio (as mentioned below).

23. Upon the Scheme becoming effective, all the assets, liabilities, employees, and the business pertaining to the Demerged Undertaking of the Demerged Company shall stand transferred to and vested in the Resulting Company as a going concern.

24. As consideration for the demerger of the Demerged Undertaking, upon the effectiveness of the Scheme, the Resulting Company shall, without any further act or deed, issue and allot RPS to the equity shareholders of the Demerged Company, whose names are recorded in the register of members and records of the depository maintained under Section 11 of the Depositories Act, 1996, as members of the Demerged Company, on the Record Date, in the following share entitlement ratio:

“ 1 (One) fully paid-up RPS of face value of Rs. 10/- (Rupees Ten only) each of the Resulting Company shall be issued and allotted as fully paid-up for each Equity Share of face value of Rs. 10/- (Rupees Ten only) each fully paid-up held in the Demerged Company.”

25. Post the effectiveness of the Scheme, the RPS shall not be listed on any stock exchange.

26. The “Appointed Date” for the purpose of the Scheme means the ‘Effective Date’.

27. The “Effective Date” means the last of the dates on which the conditions and matters referred to in Clause 28.2 hereof occur or have been fulfilled or waived. Clause 28.2 of the Scheme reads as follows:

“The last of the following dates shall be the "Effective Date" for the purpose of this Scheme:

(i) the day on which the last of the aforesaid consents, approvals, permissions, resolutions, assignments and orders shall be obtained or passed; and

(ii) the day on which all necessary certified copies of order under Sections 230-232 of the Act shall be duly filed with the Registrar of the Companies by the Demerged Company and the Resulting Company.”

28. The effectiveness of the Scheme is subject to, inter alia, (i) the Scheme being approved by the requisite majority of all classes of shareholders and/or creditors (where applicable) of the Demerged Company and the Resulting Company, and (ii) the Scheme being approved and sanctioned by the National Company Law Tribunal, Bengaluru Bench.

The No-Objection Certificate from the BSE was received on August 21, 2025, wherein no adverse observations or objections were raised, and no modifications to the Scheme were suggested. The Company has, as of now, complied with all comments stipulated in the Observation Letter relevant for filing the first motion application and has filed the same with the Bengaluru Bench of the NCLT on October 1, 2025.

Summary of the Orders with respect to the meeting of shareholders of the Resulting Company and classes of creditors of the Demerged Company and the Resulting Company:

29. There are 7 (Seven) equity shareholders in the Resulting Company as on September 16, 2025, and all the equity shareholders have given their consent affidavits in writing approving the proposed Scheme. Accordingly, the meeting of the equity shareholders of the Resulting Company is dispensed with as per the Orders as contemplated under Sections 230(3) to 230(6) and Section 232(1) of the Act, read with the rules made thereunder.

30. As far as the meeting of the secured creditors of the Demerged Company is concerned, there are a total of 4 (Four) secured creditors in the Demerged Company as on September 16, 2025, and 3 (Three) secured creditors constituting 99.82% in value of the total secured creditors of the Demerged Company have given their consent affidavits in writing approving the proposed Scheme. Accordingly, the meeting of the secured creditors of the Demerged Company is dispensed with as per the Orders as contemplated under Sections 230(3) to 230(6) and Section 232(1) of the Act, read with the rules made thereunder.

31. As far as the meeting of the unsecured creditors of the Demerged Company is concerned, there are no unsecured creditors in the Demerged Company as on September 16, 2025, and accordingly, the

question of convening the meeting of unsecured creditors of the Demerged Company does not arise, as confirmed in the Orders.

32. As far as the meeting of the secured creditors of the Resulting Company is concerned, there are no secured creditors in the Resulting Company as on September 16, 2025, and accordingly, the question of convening the meeting of secured creditors of the Resulting Company does not arise, as confirmed in the Orders.

33. As far as the meeting of the unsecured creditors of the Applicant Company No. 2 is concerned, there is a total of 1 (One) unsecured creditor in the Resulting Company as on September 16, 2025, with a total outstanding value of Rs. 3,00,000 (Indian Rupees Three Lakhs only), and 1 (One) unsecured creditor constituting 100% in value of the total unsecured creditors of the Applicant Company No. 2 has given its consent affidavit in writing approving the proposed Scheme. Accordingly, the meeting of the unsecured creditors of the Resulting Company is dispensed with as per the Orders as contemplated under Sections 230(3) to 230(6) and Section 232(1) of the Act, read with the rules made thereunder.

Relationship subsisting between the Demerged Company and the Resulting Company

34. The Resulting Company is a wholly owned subsidiary of the Demerged Company.

Board approvals

35. The Audit Committee of the Demerged Company considered the rationale and benefits of the Scheme and recommended the Scheme to the Board of Directors of the Demerged Company. Based on the recommendations of the said committee, the Board of Directors of the Demerged Company unanimously approved the Scheme at its meeting held on September 13, 2024. The details of the directors who voted on the resolution are as follows:

S.No	Name	DIN	Designation	Voted in favour/ against the resolution
1.	Aditya Virwani	06480521	Director	Favour
2.	Harish Kumar Anand	10198737	Whole-time director	Favour

3.	Tanya John	06641106	Independent director	Favour
4.	Pandithacholanallur Ramakrishnan Rajagopalan	00055416	Director	Favour
5.	Srinivasarao Nagabhushana Rao Nagendra	02533658	Independent director	Favour
6.	Bijoy Kumar Das	00179886	Independent director	Favour

36. The Board of Directors of the Resulting Company unanimously approved the Scheme at its meeting held on September 13, 2024. Details of the directors who voted on the resolution are as follows:

S.No	Name	DIN	Designation	Voted in favour/ against the resolution
1.	Shailendra Konanur Subbaraya	07984647	Director	Favour
2.	Vijayakumar Dharmalingam	00036772	Director	Favour
3.	Prasad Adavayya Turamari	09435132	Director	Absent from the meeting

Disclosure about the effect of the Scheme on stakeholders

37. The effects of the Scheme on the persons mentioned below of the Demerged Company and the Resulting Company (together referred to as the “Companies”) will be as follows:

Sl. No	Category of stakeholder	Effect of the Scheme on the respective stakeholder
1.	Key Managerial Personnel	Upon the Scheme becoming effective, all key managerial personnel of the Demerged Undertaking of the Company will stand transferred to the Resulting Company and will become the key managerial personnel of the Resulting Company on the same terms and conditions or such terms which shall not be less favorable than those on which they are employed by the Company.
2.	Directors	The Scheme will have no effect on the directors of the Companies. To the extent the directors hold any shares in the Demerged Company, the directors of the Demerged Company, like any of its other shareholders, will receive equity shares in the Resulting Company based on the share entitlement ratio. Further, no change in the Board of Directors of the Companies is envisaged on account of the Scheme.
3.	Shareholders (Promoter and non-promoter shareholders)	Upon the Scheme becoming effective, the Resulting Company shall issue and allot to the equity shareholders of the Company whose names appear on the register of members as a member of the Company on the Record Date or whose names appear as the beneficial owners of the equity shares of the Company in the records of depositories/register of members, as the case may be, as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Resulting Company, fully paid up RPS, free and clear from all encumbrances together with all rights and benefits attaching thereto in the following ratio: “1 (One) fully paid-up RPS of face value of Rs. 10/- (Rupees Ten only) each of the Resulting Company shall be issued and allotted as fully paid-up for each Equity Share of face value of Rs. 10/- (Rupees Ten only) each fully paid-up held in the Demerged Company.”

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone:080-47222 333 1[st] Floor, Embassy Point Infantry Road, Email: [email protected]

Bangalore – 560 001 website: www.maccharlesindia.com

		The share entitlement ratio, based on the valuation report issued by SSPA & Co. Chartered Accountants and the fairness opinion issued by Corpwis Advisors Private Limited, has been duly considered by the Board of Directors of the Company, and has come to the conclusion that share entitlement ratio is fair and reasonable. The RPS so issued and allotted as provided above shall be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company.
4.	Depositors	Not applicable since the Company does not have any deposits.
5.	Creditors	Under the Scheme, no arrangement is sought to be entered into between the Company and its creditors. No compromise is offered under the Scheme to any of the creditors of the Company. The liability of the creditors of the Company, under the Scheme, is neither being reduced nor being extinguished.
6.	Debenture Holders	There will not be any impact on the debenture holders of the Demerged Company pursuant to the Scheme. The current debenture holders of the Demerged Company, pertaining to the debt of the Demerged Undertaking, if any, will be served by the Resulting Company. Thus, the Scheme envisages that the holders of Non- Convertible Debentures (“NCDs”) of the Company will become holders of NCDs of the Resulting Company and shall be on such terms as may be mutually agreed between the Resulting Company and the holders of such debt instruments in the Demerged Company. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs and thus adequately safeguards the interests of the holders of the NCDs.
7.	Deposit Trustee	Not applicable since the Company does not have any deposits.
8.	Debenture Trustee	There will not be any impact on the Debenture Trustee of the Demerged Company pursuant to the Scheme. The current debenture holders of the Demerged Company, pertainingto the debt of the

		Demerged Undertaking, if any, will be served by the Resulting Company. Thus, the Scheme envisages that the holders of NCDs of the Company will become holders of NCDs of the Resulting Company and shall be on such terms as may be mutually agreed between the Resulting Company and the holders of such debt instruments in the Demerged Company.
9.	Employee of the companies	Upon the Scheme becoming effective, all employees of the Demerged Undertaking of the Company will stand transferred to the Resulting Company and will become employees of the Resulting Company on the same terms and conditions or such terms which shall not be less favorable than those on which they are employed by the Demerged Company.

Brief details of the business synergies of the entities involved in the Scheme and the cost-benefit analysis of the Scheme are set out below:

38. Synergies of business of the entities involved in the Scheme:

The Scheme relates to the demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company on a going concern basis to create an independent commercial real estate division. The benefits and rationale of the Scheme are set out in Paragraph 8 of the Explanatory Statement above.

39. Cost-benefit analysis of the Scheme:

The benefits of the Scheme for the stakeholders of the Demerged Company and the Resulting Company in terms of sharpened focus and other benefits as specified in Paragraph 8 of the Explanatory Statement above far outweigh the transaction costs for the implementation of the Scheme. For the shareholders of the Demerged Company (who will receive shares in the Resulting Company), the demerger will result in unlocking value and providing them the flexibility to continue to remain invested in the Demerged Undertaking. Thus, the Scheme will be beneficial for both the Demerged Company and the Resulting Company.

Pending investigations and proceedings against the Demerged Company and the Resulting Company (together referred to as the “Companies”)

40. As required under Part I(A)(6) of the SEBI Scheme Circular, the Report on Complaints dated October 22, 2024, was submitted by the Demerged Company in compliance with the said Circular, wherein no complaints were received, and the Company hereby confirms that until the date of receipt of the NOC from the BSE, there were no complaints received with respect to the Scheme. A copy of the aforementioned report is attached as Annexure – 10.

Pending investigations and proceedings against the Demerged Company and the Resulting Company (together referred to as the “Companies”)

41. No investigation or proceedings are pending against the Companies under Section 206 to 229 of the Act.

42. No proceedings under Section 235 or 250A of the Companies Act, 1956 or the applicable provisions of the Act are pending against the Companies.

43. No investigations are pending against the Companies under any applicable law.

44. No winding-up petition (including under Section 433 read with Section 434 of the Companies Act, 1956) and/ or insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 have been filed/ instituted and are pending against the Companies

45. No adjudications, recovery proceedings, prosecutions, or enforcement actions are pending against Companies, its directors, or its promoters.

Summary of the Valuation Report and Fairness Opinion

46. Summary of the Valuation Report:

The recommended share entitlement ratio, as specified in the Valuation Report and quoted below, is based on the rationale that upon the proposed demerger, all shareholders of the Demerged Company shall continue to remain the ultimate beneficial owners of the Resulting Company in the same proportion (inter se) as their existing shareholding in the Demerged Company. Consequently,

no relative valuation between the Demerged Company and the Resulting Company is required for the purpose of the proposed demerger. Accordingly, the valuation approaches prescribed in the format specified under the SEBI Scheme Circular have not been undertaken, as they are not applicable in the present case. Copy of the Valuation Report is attached as Annexure – 8.

“ 1 (One) fully paid-up RPS of face value of Rs. 10/- (Rupees Ten only) each of the Resulting Company shall be issued and allotted as fully paid-up for each Equity Share of face value of Rs. 10/- (Rupees Ten only) each fully paid-up held in the Demerged Company.”

47. Summary of the Fairness Opinion:

The Fairness Opinion states that upon completion of the proposed demerger the existing shareholders of the Demerged Company will hold equity shares of the Demerged Company and RPS of the Resulting Company in the same proportion as their current shareholding. Since the Resulting Company will remain a wholly owned subsidiary of the Demerged Company, there will be no dilution or loss of value to any shareholder of the Demerged Company. Accordingly, the share entitlement ratio has been determined on a mirror demerger basis, i.e., 1 (One) fully paid-up RPS of ₹10 (Indian Rupees Ten only) each of the Resulting Company for every 1 (One) fully paidup equity share of ₹10 (Indian Rupees Ten only) each held in the Demerged Company, which, in the opinion of Corpwis Advisors Private Limited, Category – I Merchant Bankers, is fair and reasonable. Copy of the Fairness Opinion is attached as Annexure – 9.

Pre and post Scheme capital structure

48. The pre-Scheme capital structures of the Demerged Company and the Resulting Company are set out in Paragraphs 13 and 19 of the Explanatory Statement, respectively. There will be no change in the capital structure of the Demerged Company pursuant to the Scheme. The post-Scheme capital structure of the Resulting Company (based on the capital structure of the Demerged Company as of October 31, 2025) will be as follows:

Authorised Share Capital	Amount (Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
1,31,01,052 redeemablepreference shares of face value Rs. 10/- each#	13,10,10,520
Total	13,11,10,520

Issued, Subscribed and Paid-up Share Capital	Amount (Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
1,31,01,052* redeemablepreference shares of face value Rs. 10/- each	13,10,10,520
Total	13,11,10,520

The authorized share capital may, at the discretion of the Board of Directors of the Resulting Company, be increased to a higher amount.

The number of RPS to be issued by the Resulting Company shall be based on the shares held in
the Demerged Company as on the Record Date.

Note:

The Resulting Company shall take appropriate steps to increase the authorised share capital to accommodate the issuance of RPS to the shareholders of the Demerged Company.

Detail of capital/ debt restructuring

49. The Scheme does not involve any capital or debt restructuring, except that the Resulting Company will issue RPS upon the effectiveness of the Scheme to the shareholders of the Demerged Company as on the Record Date, and to that extent, the authorised and paid-up capital of the Resulting Company shall be increased.

Auditors’ certificate on conformity of accounting treatment specified in the Scheme with applicable accounting standards

50. The statutory auditors of the Demerged Company and the Resulting Company have confirmed that the accounting treatment specified in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act and applicable rules and other generally accepted accounting principles in India.

51. The certificates issued by the statutory auditors of the Demerged Company and the Resulting Company, certifying that the accounting treatment in the Scheme is in accordance with the provisions of Section 133 of the Act, along with the revised certificate issued by the auditor of the Demerged Company (solely to align with the format specified by SEBI) and the clarification provided by the management of the Resulting Company, as required by BSE and SEBI, are produced herewith as Annexure – 11 and Annexure – 12, respectively.

No Objection Certificate from the BSE

52. The Scheme was filed with the BSE in terms of Regulation 37 of the Listing Regulations on September 20, 2024, for obtaining a NOC. The Company has duly responded to the queries raised by the BSE from time to time. Subsequently, the NOC from the BSE has been received on August 21, 2025, wherein no adverse observations or objections were raised and no modifications to the Scheme were suggested. Copy of the NOC is attached as Annexure – 13.

53. The additional information, as advised by the BSE to be provided to the shareholders in the notice of the Meeting, is set out in the paragraphs below.

(i) Details of assets, liabilities, net worth, and revenue of Mac Charles (India) Limited and Embassy Prism Ventures Limited, pre- and post-scheme:

Based on the certification obtained from a Chartered Accountant, which has also been submitted to the BSE as part of the application filing, the indicative details of the assets, liabilities, net worth, and revenue of Mac Charles (India) Limited and Embassy Prism Ventures Limited, pre- and postScheme, based on the financial statements as of June 30, 2024, are provided below. These figures will be finalized based on the financial position as of the Effective Date.

Details of assets and liabilities of Mac Charles (India) Limited, i.e., the Demerged Company and Embassy Prism Ventures Limited, i.e., the Resulting Company, pre- and post-Scheme:

Rs. in Crore

			Rs. in Crore	Rs. in Crore
Particulars	Mac Charles (India) Limited		Embassy Prism Ventures Limited
	Pre- Scheme	Post Scheme	Pre- Scheme	Post Scheme
A. Assets
a. Non-Current Assets
PropertyPlant and Equipment	21.36	20.95	-	0.41
Investments and property under development	303.68	-	-	303.68
Investments	369.82	369.82	-	-
Loans	226.32	226.32	-	-

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Regd. Office: Phone:080-47222 333

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:	MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:	Phone:080-47222 333	Phone:080-47222 333	Phone:080-47222 333	Phone:080-47222 333
1st Floor, Embassy Point Infantry Road, Bangalore– 560 001		Email:[email protected] website:www.maccharlesindia.com
			website:www.maccharlesindia.com

	Other Non-Current Assets	106.62	10.43	-	96.19
	Total(i)	1,027.80	627.51	-	400.29
	b. Current Assets, Loans and advances
	Cash and Cash Equivalents	253.83	154.56	0.01	99.28
	Other Current Assets	19.93	19.68	-	0.25
	Total(ii)	273.76	174.24	0.01	99.53
	Total Assets(i) +(ii)	1,301.56	801.75	0.01	499.82

	B. Liability
	a. Equity	13.10	13.10	0.01	13.11
	Other Equity	407.43	769.38	(0.03)	(375.08)
	Total(iii)	420.53	782.48	(0.02)	(361.97)
	b. Non-Current Liabilities
	- Borrowings	863.02	1.26	0.03	861.76
	- Provisions	0.73	0.73	-	-
	Total(iv)	863.75	1.99	0.03	861.76

	c. Current Liabilities (v)	17.28	17.28	-	-
	Total Liabilities(iii) +(iv) +(v)	1,301.56	801.75	0.01	499.82

While the above split is drawn up on the basis of carve-out financial statements on a book value basis, the accounting in the books of account shall be in accordance with the Asset Accounting Method in the Resulting Company and as stated in the Scheme, read with the Accounting Treatment Certificates issued by the auditors of the respective companies and the applicable Accounting Standards.

Details of net worth and revenue of Mac Charles (India) Limited, i.e., the Demerged Company and Embassy Prism Ventures Limited, i.e., the Resulting Company, pre- and post-Scheme:

Rs. in Crore

Particulars	Mac Charles (India) Limited	Mac Charles (India) Limited	Embassy Prism Ventures Limited	Embassy Prism Ventures Limited
	Pre-Scheme	Post Scheme	Pre-Scheme	Post Scheme
Net worth	420.52	782.48	(0.02)	(361.97)
Revenue*	14.09	14.09	-	-

The revenue has been considered based on the financial statements of the Demerged Company and the Resulting Company as of June 30, 2024, which included the Demerged Undertaking in the books of the Demerged Company, comprising a commercial building that was not yet fully completed and, therefore, was generating no revenue at that time. However, the same commercial building forming part of the Demerged Undertaking is now fully completed and has commenced revenue generation. The revenue therefrom shall be recorded in the books of the Demerged Company until the Effective Date and thereafter in the books of the Resulting Company.
(ii) Impact of the scheme on the revenue generating capacity of Mac Charles (India) Limited:

To the extent of the Demerged Undertaking, the revenue generated from the Demerged Undertaking from the Effective Date shall be recorded in the books of the Resulting Company. Consequently, the revenue reflected in the books of the Demerged Company shall, to this extent, be reduced from the Effective Date. However, any revenue arising from the residential real estate division, generation of power through windmill operations, consolidation on account of subsidiaries, and other activities not forming part of the Demerged Undertaking shall continue to accrue to the Demerged Company even after the Effective Date. Since the Resulting Company is a wholly owned subsidiary of the Demerged Company, it is impertinent to note that there will be no impact on the Demerged Company’s consolidated revenue.

(iii) Pre- and post-scheme shareholding of the demerged and resulting companies as on the date of the notice of the shareholders’ Meeting, along with the rationale for any changes, if any, that occurred between the filing of the draft scheme and the notice to shareholders:

Pre- and post-scheme shareholding of the Demerged Company and the Resulting Company as on the date of the Notice, i.e., January 19, 2026:

	Demerged Company	Demerged Company	Demerged Company	Demerged Company	Resulting Company	Resulting Company	Resulting Company	Resulting Company
	Pre Scheme		Post Scheme		Pre Scheme		Post Scheme
	Shares	%	Shares	%	Shares	%	Shares	%^
Promoter	96,65,787	73.78%	96,65,787	73.78%	10,000	100%	10,000**	-
Public	34,35,265	26.22%	34,35,265	26.22%	-	-	1,31,01,052*	-
Total	1,31,01,052	100%	1,31,01,052	100%	10,000	100%	1,31,11,052	-

^Post-Scheme percentage shareholding of the Resulting Company has not been presented here because the Resulting Company will issue RPS, which shall not be comparable with the equity shares already held by the Demerged Company in the Resulting Company.

*Public shareholders represent the shareholders of the Demerged Company (including the promoter group) to whom RPS are being issued by the Resulting Company pursuant to the Scheme, in accordance with the share entitlement ratio.

**Represents the existing equity shareholding of the Resulting Company pre and post Scheme.

Notes:

a) The equity shareholding pattern of the Resulting Company shall be the same pre and post the Scheme i.e., 100% held by the Demerged Company.
b) The holding pattern of the RPS of the Resulting Company, post Scheme shall inter se be the same as the equity holding of such shareholders in the Demerged Company.
c) The actual number of shares to be issued by the Resulting Company pursuant to the demerger will depend on the capital structure of the Demerged Company on the Record Date. Further, there will be no change in the shareholding pattern of the Demerged Company due to the Scheme.

It is hereby clarified that there has been no change in the percentage of shareholding of the promoters and public shareholders of the Demerged Company between the date of filing the Scheme with the BSE and the date of this Notice, except that C. B. Paradhanani was a promoter of the Demerged Company at the time of filing the Scheme with the BSE, but only until October 9, 2024. Separately, there has been no change in the shareholding pattern of the Resulting Company from the date of filing the Scheme with the BSE until the date of this Notice.

(iv) Value of assets and liabilities of Mac Charles (India) Limited being transferred to Embassy Prism Ventures Limited:

The indicative value of assets and liabilities of the Demerged Undertaking, based on the financial statements (on a book value basis) of the Demerged Company as of June 30, 2024, is Rs. 499.82 crore and Rs. 861.76 crore, respectively.

The Demerged Undertaking, based on the financial statements of the Demerged Company as of June 30, 2024, primarily consists of an under-construction landmark Grade A commercial building (which is now completed), along with its associated assets and liabilities.

The above numbers of the Demerged Undertaking will be finalized based on the financial position as of the Effective Date.

(v) Detailed rationale for issuing redeemable preference shares in lieu of equity shares to the shareholders of Mac Charles (India) Limited, along with the terms and conditions of the redeemable preference shares proposed to be issued:
(A) Detailed rationale for issuing RPS in lieu of equity shares by the Resulting Company to the shareholders of the Demerged Company:
a) The Demerged Undertaking of the Demerged Company is proposed to be demerged into the Resulting Company, which is a wholly owned subsidiary of the Demerged Company.
b) The proposed demerger shall result in segregation of business between the Demerged Company and the Resulting Company and hence, allotment of RPS by the Resulting Company to the shareholders of the Demerged Company will ensure that the shareholders do not lose value. Therefore, given that the intent of issuing RPS by the Resulting Company is to compensate the shareholders of the Demerged Company for the segregation of business, it is proposed that the Resulting Company being a wholly owned subsidiary of the Demerged Company will issue the same number of RPS to the shareholders of the Demerged Company as their current equity shareholding in the Demerged Company.
c) Given that the Resulting Company is a wholly owned subsidiary of the Demerged Company, the intent of the management behind issuance of RPS as consideration for the demerger is to ensure the following:
- ✓ The Resulting Company continues to remain as a wholly owned subsidiary of the Demerged Company, even after the effectiveness of the Scheme as no cancellation of the shareholding of the Demerged Company in the Resulting Company is proposed as part of the Scheme and

✓ The issue of RPS also ensures the group’s ability to consolidate financials, maintain strategic control, and accumulate long-term value of the shareholders at the holding company level (i.e., the Demerged Company) and ensures that there is no bifurcation/ split in the value of the Demerged Company.
d) Therefore, the issuance of RPS is proposed by the Resulting Company to the shareholders of the Demerged Company instead of equity shares. Additionally, the economic interest of the shareholders of the Demerged Company is fully protected by ensuring that the value derived from the Demerged Undertaking continues to accrue to them through the equity holding of the Demerged Company in the Resulting Company, post effectiveness of the Scheme. Therefore, issuing RPS instead of equity shares achieves a balance between unlocking value potential in the Resulting Company while maintaining overall group value consolidation thereby ensuring greater economic benefits to stakeholders without altering existing group control dynamics.
e) The fair share entitlement ratio and the number of shares to be allotted pursuant to the proposed demerger is of no relevance since there will be no loss of economic interest in the hands of the Demerged Company or the Resulting Company, their promoters, and their respective shareholders.
f) The Scheme does not envisage the dilution of the holding of one or more shareholders as a result of the operation of the Scheme. Post demerger, the effective percentage holding of a shareholder in the Demerged Company and the Resulting Company would remain same and would not vary. Therefore, the Scheme is not only valueneutral but will facilitate to yield long-term strategic benefits without altering the existing ownership dynamics, and reward the long-term shareholders of the Demerged Company.
g) Accordingly, in the present Scheme, the Resulting Company intends to issue one RPS for every equity share held by the shareholders in the Demerged Company and we believe that such arrangement does not result in any value loss to the shareholders of the Demerged Company, rather benefit from the strategic advantages as discussed herein.

(B) Below is an extract of the terms of the RPS proposed to be issued by the Resulting Company, as mentioned in Schedule III of the Scheme.

Particulars	Terms
Instrument	Unlisted, non-cumulative, non-convertible, redeemable preference shares of the Resulting Company.
Face Value	The RPS of the Resulting Company will have a face value of INR 10 (Rupees Ten) per RPS.
Premium on issue	The RPS of the Resulting Company will be issued at par.
Dividend	The declaration of dividend shall be subject to the approval of the Board of the Resulting Company.
Tenure	RPS shall carry a maximum tenure of 20 years.
Early Redemption	The RPS of the Resulting Company will be redeemable anytime during the tenure of the RPS at the option of the Resulting Company at their respective face values. Provided however that the non-promoter public shareholders of the Demerged Company shall be given first preference in redemption of RPS in the Resulting Company.
Voting Rights	The RPS shall not carry any voting rights except as provided for under Section 47 of the Companies Act, 2013.
Listing	The RPS shall be unlisted in nature.
Liquidation Preference	In the event of liquidation of the Resulting Company, the RPS shall have priority for repayment over the equity shareholders of the Resulting Company.

Redemption Proceeds	Where the Resulting Company does not have sufficient funds to facilitate the redemption, the Demerged Company undertakes to make available the cashflows to the Resulting Company to facilitate such redemption.

Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

54. The equity shares of the Demerged Company are listed on the BSE, and the Demerged Company received the NOC on August 21, 2025.

55. Further, as per the Orders, the meetings of the equity shareholders of the Resulting Company, the secured creditors of the Demerged Company, and the unsecured creditors of the Resulting Company have been dispensed with. Furthermore, the meetings of the unsecured creditors of the Demerged Company and the secured creditors of the Resulting Company are not applicable and do not arise, as there were none as of September 16, 2025, as per the Orders.

56. The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the NCLT and such other approval(s), and sanction(s) as may be required.

57. The Demerged Company and the Resulting Company respectively have filed the Scheme with the Registrar of Companies, Bengaluru, in Form GNL-1.

58. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Demerged Company confirms that a notice of the Scheme in the prescribed form is also being served on all the authorities in terms of the Orders.

Disclosure Document

59. The Disclosure Document, prepared solely in accordance with the requirements of the SEBI Scheme Circular in connection with the Scheme, is in the format prescribed for a disclosure document as set out in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and contains the

applicable information relating to the Resulting Company, which is an unlisted company. A copy of the Disclosure Document is attached as Annexure – 14.

60. Certificate issued by a SEBI-registered Merchant Banker on the accuracy and adequacy of the Disclosure Document is attached as Annexure – 15.

Inspection of documents

61. All documents/information required to be hosted on the website of the Demerged Company in terms of the SEBI Scheme Circular can be accessed at https://www.maccharlesindia.com/investorrelation/. Equity shareholders desiring inspection of any relevant documents referred to in the Notice or Explanatory Statement can send an e-mail to [email protected].

62. The following documents will be available for obtaining extracts from or for making or obtaining copies of, or for inspection by, the equity shareholders of the Demerged Company at its registered office at Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru - 560 001, India, between 9 a.m. to 5 p.m. (IST) on any working day (except Saturdays, Sundays, and public holidays) up to the date of the Meeting:

(i) Copy of the Orders;
(ii) Observation Letter dated August 21, 2025, issued by the BSE;
(iii) Copy of the Scheme;
(iv) Copies of the Memorandum of Association and Articles of Association of the Demerged Company;
(v) Copy of the limited review report for the quarter ended September 2025 and audited financial statements for the financial year 2024–25;
(vi) Copy of the unaudited financial statements of the Resulting Company for the period ended September 30, 2025, and audited financial statements for the financial year 2024-25;
(vii) Copy of the Valuation Report dated September 13, 2024, issued by SSPA & Co.;

(viii) Copy of the Fairness Opinion dated September 13, 2024, issued by Corpwis Advisors Private Limited;
(ix) Certificates (including any revised certificates) issued by the respective statutory auditors of the Demerged Company and Resulting Company, respectively, to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act, and the clarification provided by the management of the Resulting Company, as required by the BSE and the SEBI;
(x) Report on Complaints dated October 22, 2024;
(xi) Copy of the report adopted by the Audit Committee of Mac Charles (India) Limited, as required under SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023;
(xii) Copy of the reports adopted by the Board of Directors of the Demerged Company and the Resulting Company explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters, and non-promoter shareholders, and laying out the share entitlement ratio for the Scheme and the valuation difficulties, if any;
(xiii) Certified true copy of the resolution passed by the Board of Directors of Mac Charles (India) Limited approving the proposed Scheme;
(xiv) Certified true copy of the resolution passed by the Board of Directors of Embassy Prism Ventures Limited approving the proposed Scheme;
(xv) Disclosure Document as per the format specified for an abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(xvi) Certificate dated January 13, 2026, issued by 3Dimension Capital Services Limited, a SEBI-registered Merchant Banker, certifying that the information pertaining to Embassy Prism Ventures Limited, as per the format specified for an abridged prospectus provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, is accurate and adequate;

(xvii) Copy of Form GNL-1 filed by the Demerged Company and the Resulting Company respectively with the Registrar of Companies, evidencing the filing of the Scheme;
(xviii) Registers of directors and key managerial personnel and their shareholding in the Demerged Company;
(xix) All other documents displayed on the website of the Demerged Company in terms of the SEBI Scheme Circular; and
(xx) All other documents mentioned or referred to in this Statement to the Notice.

Based on the above and considering the rationale and benefits of the Scheme, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Demerged Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. Therefore, the Board of Directors of the Demerged Company recommends the Scheme for approval of the shareholders.

Place: Bengaluru Date: January 19, 2026

SAJI Digitally signed by SAJI PILAPPILLIL PILAPPILLI JOHN Date: 2026.01.20 L JOHN 10:02:30 +05'30'

Mr. Saji P John

Advocate

Chairperson appointed for the Meeting

Registered office: Mac Charles (India) Limited Embassy Point, 1st Floor, 150 Infantry Road, Bengaluru- 560 001

Annexure 1

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IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.16

CA (CAA) No.46/BB/2025

IN THE MATTER OF:

Mac Charles (India) Limited

… Petitioner

Petition under Section 230-232 of Companies Act, 2013

Order delivered on: 21.11.2025

CORAM:

SHRI SUNIL KUMAR AGGARWAL HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA HON’BLE MEMBER (TECHNICAL)

COUNSELS PRESENT:

For the Petitioner : Shri A Murali

ORDER

Heard Ld. Counsel for the Petitioner.
C.A (CAA) No.46/BB/2025 is allowed by separate order. File be consigned to records.

-Sd-SdRADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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IN THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH, BENGALURU

- (Through web based video conferencing platform)

C.A. (CAA) No. 46/BB/2025

[Application U/s. 230, 231 and 232 and other Applicable provisions of the Companies Act, 2013 r/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE MATTER OF SCHEME:

Mac Charles (India) Limited

Registered office at: Embassy Point, 1[st] floor, 150 Infantry Road, Bengaluru – 560001.

Applicant CompanyNo.1/ Demerged Company

Embassy Prism Ventures Limited

Registered office at: Embassy Point, 1[st] floor, 150 Infantry Road, Bengaluru – 560001. - Applicant CompanyNo.2/ Resulting Company

Order delivered on: 21.11.2025

CORAM: 1. Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial)
Shri Radhakrishna Sreepada, Hon’ble Member (Technical)

PRESENT:

For the Applicant Companies : Shri A Murali

O R D E R

Per : Radhakrishna Sreepada, Member (Technical)

1. The present First Motion Application bearing C.A.(CAA)No.46/BB/2025 has been filed on 09.10.2025 by the Applicant Companies, namely Mac Charles (India) Limited (described in short as ‘Demerger Company’) and Embassy Prism Ventures Ltd. ( described in short as ‘Resulting Company’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, inter alia , seeking following reliefs:

C.A. (CAA) No. 46/BB/2025 (First Motion)

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a) Convening the meeting of equity shareholders of Applicant Company No.1: In view of the submissions made in this application, the meeting of the equity shareholders of the Applicant Company No.1, will be held through e-voting facilitated by Central Depository Services Ltd., with participation in the Tribunal convened meeting video conferencing/other audio visual mode (VC/OVAM) as may be determined by this Tribunal Bengaluru Bench or NCLT, and on such date and at such date and such time as this Tribunal may direct and that a Chairman and Scrutinizer may be appointed for the meeting to be held.
b) Dispensing the meeting of equity shareholders of Applicant Company No.2: In view of the submissions made in this Application, the Applicant Company No.2 humbly prays that this Tribunal, may be pleased to dispense with the requirement for convening, holding and conducting of a meeting of the equity shareholders of the Applicant Company No.2, and also to dispense with the requirement of issue and publication of notices for the same.
c) Dispensing the meeting of secured creditors: In view of the submissions made in this Application, the Applicant Companies humbly prays that this Tribunal, may be pleased to dispense with the requirement for convening, holding and conducting of a meeting of the secured creditors, if any, of the Applicant Companies and also to dispense with the requirement of issue and publication of notices for the same.
d) Dispensing the meeting of unsecured creditors: In view of the submissions made in this Application, the Applicant Companies humbly prays that this Tribunal, may be pleased to dispense with the requirement for convening, holding and conducting of a meeting of the unsecured creditors, if any, of the Applicant Companies and also to dispense with the requirement of issue and publication of notices for the same.
e) In the alternative, issue directions for convening of the meeting of the equity shareholders of Applicant Company No.2, secured creditors and unsecured creditors, as may be applicable, of the Applicant Companies, appoint a chairman for such meetings, directions for publication of notice in the newspapers;

C.A. (CAA) No. 46/BB/2025 (First Motion)

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f) The Applicant Company No.1 humbly prays this Tribunal that service of the notice of meeting be sent via electronic mode (i.e.,email) to all shareholders whose email addresses are registered with the Applicant Company No.1. In respect of Shareholders whose email addresses are not registered with the Applicant Company No.1., the notice shall be published in at least one widely circulated vernacular language newspaper and one English language newspaper.
g) For service of notice to all statutory authorities are required under Section 230 (5) of the Act, including Sectoral regulators or authorities which are likely to be affected by the Scheme as per Section 230 (5) of the Act.

2. The Scheme of Arrangement (Demerger) is placed at Annexure – H to the Application, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The “Scheme” or “this Scheme” shall mean this scheme of arrangement including any modification or amendment hereto, made in accordance with the terms hereof, as approved by the appropriate Governmental Authority. The Scheme is no way, is a scheme of compromise or arrangement with the creditors and is not, in any way, adversely affecting the rights of creditors because the aggregate fair value of assets of the Demerged Company and the Resulting Company are more than sufficient to meet the liabilities of the respective creditors in full. The present Scheme is not a scheme of corporate debt restructuring an envisaged under section 230(2) (c) of the Act or a scheme of compromise or arrangement with creditors.

3. In terms of the Scheme, the Demerger Company Undertaking of the Mac Charles (India) Limited shall stand demerged in the Resulting Company, which is a wholly owned subsidiary of the Demerged Company, on a going concern basis. The proposed demerger shall result in segregation of business between the Demerged Company and the Resulting Company and, accordingly, all assets, liabilities, contracts, arrangements, employees, permits, licences, records, no-objection certificates, approvals, credentials, litigations and other related matters pertaining to the Demerger Company Undertaking shall stand transferred to and vest in the Resulting Company. The allotment of Redeemable Preference Shares (RPS) by the Resulting Company to the shareholders of the Demerged Company, while retaining 100% equity holding of the Resulting

C.A. (CAA) No. 46/BB/2025 (First Motion)

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Company with the Demerged Company, will ensure that the shareholders do not suffer any loss of value.

4. Brief facts of the case are:

a) The Demerged Company / Applicant Company No.1, is a public limited company was incorporated on 28.09.1979 under the provisions of the Companies Act, 1956, vide CIN: L55101KA1979PLC003620.
b) The Resulting Company / Applicant Company No.2, was incorporated on 22.09.2020 as a private limited company under the provisions of the Companies Act, 2013 vide CIN: U70109KA2020PLC138875.

5. The respective Board of Directors of the Applicant Companies at their respective meetings held on 13.09.2024 have approved the Scheme of Arrangement (Demerger) and has received no objection from the BSE through the observation letter dated 21.08.2025. Copy of certified true copy of resolution passed in the board meeting of the Applicant Companies is attached as Annexure – G1 & G2 of the Petition.

6. As per the Certificate dated 26.09.2025 issued by Supreeth K S & CO., Chartered Accountants ,

  - a) there are **three (03) shareholders/promoters** in Demerged Company/ **Applicant Company No.1** as on 16.09.2025, seeking to convene the meeting of the equity shareholders of the Applicant Company No. 1.  The certificate is produced as Annexure **– L** .

  - b) It is submitted that the **Demerged Company No.1/Applicant Company No. 1** is a public listed company having more than **7,500 (Seven Thousand Five Hundred) shareholders** . **Hence, it is requested that this Tribunal may allow** service of notice of the meeting by e-mail to shareholders whose email IDs are registered with the Applicant Company  No. 1, and by publication in one widely circulated vernacular language newspaper and one English language newspaper to shareholders whose email IDs are not registered, instead of service by Post/RPAD.

  - c) there are **four (04) secured creditors** in the Applicant Company No.1 as on 16.09.2025 and has received consent affidavits from 3 (Three) secured

C.A. (CAA) No. 46/BB/2025 (First Motion)

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creditors constituting 99.82% in value of the total secured creditors of the Applicant Company No. 1, who have consented to the Scheme. The consent affidavits are submitted with application as Annexure – M2 .

d) The Applicant Company No. 1 has ‘ NIL’ unsecured creditors as on 16.09.2025. Therefore, the question of convening the meeting of unsecured creditors of the Applicant Company No. 1 does not arise. The certificate is produced as Annexure –M3 .
e) there are 7 (Seven) equity shareholders in the Applicant Company No. 2 as on 16.09.2025, all the equity shareholders have consented to the Scheme. The consent affidavits are submitted with application as Annexure– Q (Colly).
f) The Applicant Company No.2 has ‘ NIL’ secured creditors as on 16.09.2025. Therefore, the question of convening the meeting of unsecured creditors of the Applicant Company No. 2 does not arise. The certificate is produced as Annexure –R1 .
g) there is a sole (01) unsecured creditor of Applicant Company No. 2 as on 16.09.2025, having a total outstanding amount of Rs. 3,00,000/- (Indian Rupees Three Lakhs only), who has consented to the Scheme. The consent affidavit is submitted with the application as Annexure – R2.

7. As per the affidavits dated 29.09.2025 filed on behalf of the Applicant Companies there are no investigation proceedings pending against the Applicant Companies or its Directors under the Companies Act, 2013 and Insolvency Bankruptcy Code, 2016 or under any other statutes; the Scheme does not envisage for Corporate Debt Restructuring nor contemplate any buy back of shares under Section 68 of the Companies Act, 2013 and not regulated by any Sectoral Regulators.

8. The Statutory Auditors of Applicant Companies No. 1 and 2, namely Walker Chandiok & Co. LLP and HRA & Co., Chartered Accountants , vide their certificates dated 13.09.2024 , annexed as Annexure–J1 and J2 , have opined that the proposed Scheme is in conformity with the applicable Accounting Standards prescribed under Section 133 of the Act read with the rules made thereunder, together with the revised certificate issued by the Statutory Auditor of Applicant Company No. 1 and the clarification provided by the management of Applicant Company No. 2, as required by BSE and SEBI.

C.A. (CAA) No. 46/BB/2025 (First Motion)

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9. The Applicant Companies have filed audited Annual Report for the financial year ended 31.03.2024 and the unaudited Annual Report for the financial year ended 31.03.2025 is produced and annexed as Annexure–C2, C3, F1 &F2 respectively. Further, a copy of the audited Limited Review Report for the period ended 30.06.2025 is annexed and marked as Annexure–C1& F3 of the Petition.

10. In clause 14.1 of the Scheme it is stated that upon the coming into effect of this Scheme, the employees of the demerged undertaking of the Demerged Company in service as on the Effective date, if any, shall become the employees of the Resulting Company with effect from the Appointed Date, and, subject to the provisions hereof, on terms and conditions not less favourable than those on which they are employed by the Demerged Company and without any interruption of , or break in, service as a result of the transfer of the Demerged Undertaking. The Resulting Company agrees that for the purpose of payment of any compensation, gratuity and other terminal benefits, the past services of the employees with the Demerged Company shall also be taken into account and agrees and undertakes to pay the same as and when payable. It is clarified that prior to the Scheme coming into effect, the Demerged Company shall not vary the terms and conditions of the Employees and Demerged Undertaking, except in ordinary course of the business.

11. In clause 20.1 of the Scheme it is stated that upon the Scheme becoming effective, with effect from the Appointed Date i.e., all the assets and liabilities of the Demerged Undertaking of the Demerged Company shall be transferred to the Resulting Company and in consideration of the demerger, the Resulting Company shall, without any further act or deed, but subject to necessary approvals, if any, issue and allot RPS shares, credited as fully paid-up, to the extent indicated below, to the shareholders of the Demerged Company, whose name appears in the register of members and/ or in the depositories of the Demerged Company as on the Record Date in the following proportion:

“ 1 (One) fully paid-up RPS of face value of Rs. 10/- (Rupees Ten only) each of the Resulting Company shall be issued and allotted as fully paid-up for each Equity Share of face value of Rs. 10/- (Rupees Ten only) each fully paidup held in the Demerged Company.”

12. We have heard the Ld. Counsel for the Applicant Companies and carefully perused the materials available on record. Since all the prescribed legal parameters have been met, C.A. (CAA) No. 46/BB/2025 (First Motion)

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the Company Application C.A. (CAA) No.46/BB/2025 is allowed with the following directions:

a. Convening, holding and conducting the meetings of the Equity Shareholders of the Applicant Company No.2 is hereby dispensed .
b. Since there is no Secured Creditor in Applicant Companies , the requirement of convening the meeting of Secured Creditors does not arise;
c. Since there is no Unsecured Creditors in Applicant Companies , the requirement of convening the meeting of Unsecured Loan Creditors does not arise.
d. On the request of Ld. Counsel for Petitioner, meeting of the Equity Shareholders of the Applicant No. 1/Demerged Company is to be convened on 09.02.2026 at 11.00 A.M. at the registered office of the Applicant Companies through Video Conferencing or Other Audio Visual Means (OAVM) as per the guidelines issued by MCA or physical meeting at the registered office of the Applicant Company, subject to the notice of the meeting being issued through post or electronic mode; The quorum of the meeting of the Equity Shareholders, shall be as prescribed under section 103 of the Companies Act, 2013.
e. Shri Saji P John, having address at Unit No.306, 3[rd] Floor, #30, Prestige Merdian II, M.G. Road, Bengaluru – 560001, Email ID: [email protected] is proposed as Chairperson .
f. Shri Prasanna Naganur, PCS, having address as Naganur & Co No 3114A, 18[th] Cross, 2[nd] Floor, K R Road, BSK 2[nd] Stage, Bangalore-70, Mobile No. 9611805806 with email id: [email protected] is proposed as Scrutinizer .
g. The Chairperson shall be paid a fee of Rs. 50,000/- (Rupees Fifty Thousand Only) for the meeting. The Scrutinizer shall be paid a fee of Rs. 25,000/- (Rupees Twenty Five Thousand Only) for the meeting.
h. In case the required quorum as noted above for the above meetings of the Demerged Company are not present at the commencement of the meetings, the respective meetings shall be adjourned by 30 minutes. If the quorum is not present within half-an-hour, the meeting shall be adjourned in accordance with

C.A. (CAA) No. 46/BB/2025 (First Motion)

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Section 103 (2) of the Companies Act, 2013. Thereafter, if at the adjourned meeting also a quorum is not present within half-an-hour, the members present shall be the quorum in accordance with provisions of Section 103 (3) of the Companies Act, 2013. For the purpose of completing the quorum, the valid proxies and Authorized Representatives shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed through email or otherwise at the respective registered office of the Applicant Companies. The Chairperson along with Scrutinizer shall ensure that the proxy register is properly maintained. The Scrutinizer is also duty bound to record all proceedings of the meeting conducted through Video Conference.

i. The Applicant Companies are directed to furnish the report on the outcome of the meetings to this Tribunal within a period of two weeks from the date of conducting of the meeting.
j. The Applicant Companies are directed to take necessary steps for conducting the meetings.
k. For any other Compliance with relating to above meeting Applicant Companies should comply with the provisions and rules of the Companies Act.
l. With the aforesaid directions, this First Motion Application bearing C.A. (CAA) No.46/BB/2025 is allowed , giving liberty to the Applicant Companies to file the Second Motion Petition along with reports of Chairman & Scrutinizer above appointed, with direction that the Applicant Companies shall make a specific prayer for sending notices to the
(a) Central Government through the office of Regional Director (South East Region)
(b) Concerned Registrar of Companies;
(c) Official Liquidator;
(d) Designated Nodal Officer;
(e) The Reserve Bank of India, Mumbai & Bangalore;
(f) The Securities & Exchange Board of India (SEBI) – Mumbai;
(g) Bombay Stock Exchange (BSE), Mumbai

C.A. (CAA) No. 46/BB/2025 (First Motion)

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(h) Principal Commissioner of Income Tax (Judicial) in the Office of the Principal Chief Commissioner of Income Tax by giving the PAN numbers of the Applicant companies.

(i) Other relevant statutory authorities/Sectoral regulators, if any.

A copy of this order to be supplied to the learned Counsel for the Applicant Companies.

-Sd- -Sd(RADHAKRISHNA SREEPADA) SUNIL KUMAR AGGARWAL) MEMBER (TECHNICAL) MEMBER (JUDICIAL)

C.A. (CAA) No. 46/BB/2025 (First Motion)

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

[Through Physical hearing/VC Mode (Hybrid)]

Supplementary Causelist

ITEM No.26 CA. No. 09/2026 in C.A. (CAA) No. 46/BB/2025

IN THE MATTER OF:

Mac Charles (India) Ltd.

… Applicant

Petition under Section 230-232 of CA, 2013

Order delivered on: 12.01.2026

CORAM:

SHRI SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

COUNSELS PRESENT:

For the Petitioner : Shri A Murali

ORDER

CA. No. 09/2026

This IA has been filed to issue order of rectification passed by this Tribunal on 21.11.2025.
It is stated that Rule 6(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 mandates that notice of the meeting shall be served at least one month prior to the date fixed for such meeting. The explanation to Rule 6(2) further provides that service shall be deemed to have been effected, in the case of delivery by post, upon the expiration of forty-eight hours after posting. Consequently, the notice was required to be dispatched on or before 07.01.2026, i.e., within one day from receipt of the Order.
In view of the limited time available, the Applicant Companies seek modification of the Order with respect to the date of the meeting of equity shareholders of Applicant Company No. 1, as the following mandatory steps were required to be completed prior to dispatch of the notice:
(a) generation of the meeting link through CDSL;

(b) collation of all annexures forming part of the notice; and
(c) approval of the notice by the Chairperson of the meeting.
As prayed for in the earlier company application, permission is respectfully sought for service of notice to equity shareholders of Applicant Company No. 1 whose email IDs are not registered, by publication in at least one English newspaper and one vernacular (Kannada) newspaper having wide circulation in Bengaluru.
It is submitted that Paragraph 6(a) of the Order incorrectly records that the Demerged Company/Applicant Company No. 1 has three (03) shareholders/promoters. In fact, the said company has two (2) promoters and 7,591 shareholders (inclusive of promoters). The said paragraph therefore requires rectification.
It is further submitted that Paragraph 12(b) of the Order records that there are no secured creditors in the Applicant Companies. The correct position is as under:
(a) As on 16.09.2025, Applicant Company No. 1 had four (4) secured creditors aggregating to Rs. 1,105,33,99,654/-. Three secured creditors, representing 99.82% in value, have accorded their consent to the Scheme by way of affidavits, which were filed as ANNEXURE-N (Colly) in the earlier company application. Accordingly, the requirement of convening the meeting of secured creditors of Applicant Company No. 1 is liable to be dispensed with.
(b) Applicant Company No. 2 had no secured creditors as on 16.09.2025, and therefore, the requirement of convening a meeting of secured creditors does not arise.
It is submitted that Paragraph 12(c) of the Order states that there are no unsecured creditors in the Applicant Companies. The correct position is as follows:
(a) Applicant Company No. 1 had no unsecured creditors as on 16.09.2025, and consequently, no meeting is required to be convened.
(b) Applicant Company No. 2 had one (1) unsecured creditor with an outstanding amount of Rs. 3,00,000 as on 16.09.2025. The said creditor, representing 100% in value, has furnished consent to the Scheme by way of an affidavit filed as ANNEXURE-S. Accordingly, the requirement of convening the meeting of unsecured creditors of Applicant Company No. 2 is liable to be dispensed with.

It is submitted that Paragraph 12(d) of the Order directs that the meeting of equity shareholders of the Demerged Company/Applicant Company No. 1 be convened on 09.02.2026 . Considering that the Order was uploaded on 06.01.2026 and having regard to the statutory requirements and practical constraints under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, permission is respectfully sought to convene the said meeting within fortyfive (45) days from the date of receipt of the corrigendum order.
It is further submitted that although newspaper publication was sought and acknowledged in the earlier application, the Order does not contain specific directions in this regard.
10.Accordingly, it is directed that the meeting of the equity shareholders of the Demerged Company/Applicant Company No. 1 , earlier directed to be convened on 09.02.2026, shall instead be convened on 25.02.2026 , and the notice of the meeting of equity shareholders of Applicant Company No. 1 shall be published in one English newspaper, namely The Indian Express , and one vernacular (Kannada) newspaper, namely Kannada Prabha , both having wide circulation in Bengaluru, in lieu of service of notice by post.
11.In view of the above submissions, IA is hereby allowed and disposed of.

-Sd- -SdRADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Annexure 2

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reconstruction of companies under Sections 230 to 232 and other applicable provisions of the Act;

5.19 "Order" shall mean any order, injunction, judgment, decree, ruling, writ, assessment or award of a court, arbitration body or panel or other Governmental Authority;
5.20 "Record Date" shall mean the date to be fixed by the Board of Directors of the Resulting
Company and the Demerged Company for the purpose of determining the equity shareholders of the Demerged Company to whom Redeemable Preference Shares of the Resulting Company shall be allotted;
5.21 "Records" shall mean records, files, papers, engineering and process information,
computer programs, manuals, data, catalogues, quotations, sales and advertising materials, list of present and former suppliers, vendors, pricing information, vouchers, registers, ledgers, databases, documents and other books and records, in each case, in any media or format including machine readable or electronic media/ format and other records;
5.22 "Redeemable Preference Shares" or "RPS" shall mean the unlisted, non-cumulative, non-convertible, redeemable preference shares of face value INR 10/- (Indian Rupees Ten only) each of the Resulting Company. The terms of the RPS are more fully described in Schedule III to this Scheme;
5.23 "Registrar of the Companies" means the Registrar of the Companies at Bengaluru, Kamataka, having jurisdiction in relation to the Companies;
5.24 "Residuary Businesses" shall mean all the undertakings, businesses, activities, operations, assets and liabilities (including bank balances) of the Demerged Company, other than those comprised in the Demerged Undertaking immediately after transfer and vesting of the Demerged Undertaking to the Resulting Company;
5.25 "Resulting Company" shall have the meaning set forth in Oause 1.1;
5.26 "Rupees" or "Rs" or "INR" or "Indian Rupees" means Indian rupees, being the lawful currency of Republic of India;
5.27 "Scheme" or "the Scheme" or "this Scheme" shall mean this scheme of arrangement including any modification or amendment hereto, made in accordance with the terms hereof, as approved by the appropriate Governmental Authority. The Scheme in no way, is a scheme of compromise or arrangement with the creditors and is not, in any way, adversely affecting the rights of the creditors because the aggregate fair value of assets of the Demerged Company and the Resulting Company are more than sufficient to meet the liabilities of the respective creditors in full. The present Scheme is not a scheme of

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Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II, Gurugram - 122 002 Haryana, India

T +91 124 462 8099 F +91 124 462 8001

Covering letter to the statutory auditor’s certificate on the proposed accounting treatment included in the draft scheme of arrangement pursuant to SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, as amended from time to time (‘the SEBI circular’), and Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

To, The Board of Directors, Mac Charles (India) Limited 1st Floor Embassy Point 150 Infantry Road, Bengaluru, Karnataka, India, 560001

The annexed certificate is issued in accordance with the terms of our engagement letter dated 19 July 2024 with Mac Charles (India) Limited (‘the Company’ or ‘the Demerged Company’).
We, the statutory auditors of the Company, have examined the proposed accounting treatment specified in Clause 21-22 of the draft scheme of arrangement between the Company and Embassy Prism Ventures Limited (‘the Resulting Company’) and their respective shareholders (hereinafter referred to as the ‘Draft Scheme’) as approved by the Board of Directors in their meeting held on 13 September 2024, in terms of the provisions of the SEBI circular, Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘the rules’) with reference to its compliance with the applicable accounting standards notified under Section 133 of the Act, read with relevant rules issued thereunder (the ‘applicable accounting standards’) and other generally accepted accounting principles in India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘SEBI LODR'). A certified true copy of the Draft Scheme, with the proposed accounting treatment specified in Clause 21-22 of the Draft Scheme,as attached herewith in Appendix I, has been initiated and stamped by us for identification purpose only.
The responsibility for the preparation of the Draft Scheme, and its compliance with the relevant laws and regulations, including the applicable accounting standards and other generally accepted accounting principles in India, is that of the Board of directors of the companies involved. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Chartered Accountants

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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Covering letter to the Independent auditor’s certificate on the proposed accounting treatment included in the draft scheme of arrangement pursuant to SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, as amended from time to time (‘the SEBI circular’), and Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (cont’d)

The Management is also responsible for ensuring that the Company complies with the requirements of the Act, the rules, SEBI LODR, the SEBI circular, and the applicable accounting standards and other generally accepted accounting principles in India, in relation to the Draft Scheme, and for providing all relevant information to the relevant National Company Law Tribunal, the SEBI, and the BSE Limited, and the National Stock Exchange of India Limited (hereinafter referred to as ‘the stock exchanges’).
Pursuant to the requirements of the relevant laws and regulations, it is our responsibility to provide a reasonable assurance as to whether the proposed accounting treatment specified in Clause 2122 of the Draft Scheme complies with the Act, the rules, SEBI LODR, the SEBI circular, and the applicable accounting standards and other generally accepted accounting principles.
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘the ICAI’). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the ICAI.
The covering letter and the annexed certificate is in suppression of our certificate dated 13 September 2024, bearing (UDIN: 24517440BKGUBN3460), which was issued earlier in accordance with the Guidance Note, stating whether the proposed accounting treatment specified in Clause 2122 of the Draft Scheme, is in compliance with the SEBI (LODR), the SEBI circular, the applicable accounting standards and other generally accepted accounting principles in India. However, we understand that BSE Limited shared certain observations with the management of the Company via email dated 02 December 2024, pursuant to which the Company is required to furnish the statutory auditor’s certificate confirming compliance with the accounting treatment proposed in the Draft Scheme, in the specific format prescribed in the SEBI circular.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the requirements of the provisions of the SEBI LODR, the SEBI circular, Sections 230 to 232 and other applicable provisions of the Act read with the rules, for onward submission along with the Draft Scheme to the SEBI, the stock exchanges, and the relevant National Company Law Tribunal. Our obligations in respect of annexed certificate are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have as statutory auditors of the Company or otherwise. Nothing in the annexed certificate, nor anything said or done in the course of or in connection with the services that are the subject of the annexed certificate, will extend any duty of care we may have in our capacity as statutory auditors of the Company.

Chartered Accountants

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The annexed certificate is issued at the request of the Company’s management for onward submission along with the Draft Scheme to the SEBI, the stock exchanges, and the relevant National Company Law Tribunal. Accordingly, the annexed certificate may not be suitable for any other purpose, and should not be used, referred to for any other purpose or to any other party without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No.: 001076N/N500013

MADHU Digitally signed by MADHU SUDAN SUDAN MALPANI Date: 2024.12.09 MALPANI 13:52:02 +05'30'

Madhu Sudan Malpani

Partner Membership No.: 517440 UDIN: 24517440BKGUEG8888 Place: Gurugram Date: 09 December 2024

Chartered Accountants

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Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II, Gurugram - 122 002 Haryana, India T +91 124 462 8099 F +91 124 462 8001

To, The Board of Directors, Mac Charles (India) Limited 1st Floor Embassy Point 150 Infantry Road, Bengaluru, Karnataka, India, 560001

We, the statutory auditors of Mac Charles (India) Limited, (hereinafter referred to as “the Company”), have examined the proposed accounting treatment specified in Clauses 21-22 of the Draft Scheme of arrangement between the Company and Embassy Prism Ventures Limited (‘the Resulting Company’) and their respective shareholders (hereinafter referred to as the ‘Draft Scheme’) as approved by the Board of Directors in their meeting held on 13 September 2024, in terms of the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the Act’), as attached herewith in Appendix 1, with reference to its compliance with the applicable Accounting Standards notified under Section 133 of Companies Act, 2013 and Other Generally Accepted Accounting Principles.
The responsibility for the preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Companies involved. Our responsibility is only to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India.
Based on our examination and according to the information and explanations given to us, read with our covering letter of even date, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued there under and all the applicable Accounting Standards prescribed under Section 133 of the Companies Act 2013.

Chartered Accountants

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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This Certificate is issued at the request of the Mac Charles (India) Limited, pursuant to the requirements of circulars issued under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for onward submission to the BSE Limited and further onward submission to the Securities and Exchange Board of India and/or any other regulatory authorities in connection with the Draft Scheme. This Certificate should not be used for any other purpose without our prior written consent.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

MADHU Digitally signed by MADHU SUDAN SUDAN MALPANI Date: 2024.12.09 MALPANI 13:52:50 +05'30' Madhu Sudan Malpani Partner Membership No.: 517440

UDIN: 24517440BKGUEG8888

Place: Gurugram Date: 09 December 2024

Chartered Accountants

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Phone:080-47222 333

Appendix I

Relevant extract of Draft Scheme of arrangement between Mac Charles (India) Limited (‘Demerged Company’) and Embassy Prism Ventures Limited (‘Resulting Company’) and their respective shareholders

ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY:

Upon the coming into effect of this scheme, the demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company will be accounted for in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with applicable rules thereof and accounting principles generally accepted in India, as under:

The Demerged Company shall derecognize the assets and liabilities as identified in relation to the Demerged Undertaking, that are being transferred to the Resulting Company pursuant to the Scheme, at their respective book values as reflecting in the books of the Demerged Company.
The difference, if any, between the such book value of the assets and liabilities, that are being transferred to the Resulting Company pursuant to the Scheme as per sub-clause 1 above, would be recorded as/adjusted against the accumulated balance of Retained Earnings (in case of debit balance i.e., if book value of assets is higher than that of liabilities) or Capital Reserve (in case of credit balance i.e., if book value of liabilities is higher than that of assets) within other equity in the books of the Demerged Company.

For Mac Charles (India) Limited

HARISH Digitally signed by HARISH ANAND ANAND Date: 2024.12.09 13:22:50 +05'30'

Harish Anand Whole-time Director DIN: 10198737 Place: Bengaluru Date: 09 December 2024

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EMBASSY PRISM VENTURES LIMITED CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

THIS IS AN ABRIDGED PROSPECTUS CONTAINING INFORMATION PERTAINING TO THE UNLISTED COMPANY, EMBASSY PRISM VENTURES LIMITED (“RESULTING COMPANY” OR “ISSUER COMPANY” OR “COMPANY”) INVOLVED IN THE SCHEME OF ARRANGEMENT BETWEEN MAC CHARLES (INDIA) LIMITED AND EMBASSY PRISM VENTURES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS UNDER THE PROVISIONS OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, READ WITH THE APPLICABLE RULES THEREUNDER IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/P/CIR/2023/93 DATED JUNE 20, 2023.

THIS DISCLOSURE DOCUMENT CONTAINS 14 (FOURTEEN) PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

This Disclosure Document (“Disclosure Document”) has been prepared solely in accordance with the requirements of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CTR/2023/93 dated June 20, 2023, and all amendments, if any, thereto (“SEBI Scheme Circular”), in connection with the Scheme of Arrangement between Mac Charles (India) Limited (“Demerged Company”) and Embassy Prism Ventures Limited (“Resulting Company” or “Issuer Company” or “Company”) and their respective shareholders (called the “Scheme”), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”), read with the applicable rules thereunder, filed before the Hon’ble National Company Law Tribunal, Bengaluru Bench (“NCLT”).

This Disclosure Document is in the format prescribed for a disclosure document as set out in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and contains the applicable information relating to the Resulting Company, which is an unlisted company.

This Disclosure Document should be considered as a part of and shall be read together with the Scheme, and the notice along with the explanatory statement sent to the shareholders of the Demerged Company, in connection with the Scheme.

This Disclosure Document should not be considered as an invitation or an offer of any securities by or on behalf of the Demerged Company or the Resulting Company, on private placement or a public offer.

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

You may also download the Scheme and other relevant documents from the website of the Demerged

Company at https://www.maccharlesindia.com/investor-relation/ and from the website of BSE Limited (“BSE”) at www.bseindia.com, where the equity shares of the Demerged Company are listed.

Unless specifically defined herein, capitalised terms and abbreviations used herein shall have the same meaning as ascribed to them in the Scheme.

NAME OF THE ISSUER COMPANY

EMBASSY PRISM VENTURES LIMITED

DETAILS OF THE ISSUER COMPANY

DETAILS OF THE ISSUER COMPANY	DETAILS OF THE ISSUER COMPANY
Corporate Identification Number	U70109KA2020PLC138875
Permanent Account Number	AAGCE0981M
Date of incorporation	September 22, 2020
Registered office	Embassy Point, 1st Floor, 150, Infantry Road, Bengaluru – 560001, Karnataka, India
Corporate office	Same as the registered office
Contact person	Ms. Richa Saxena
Email ID	[email protected]
Telephone	080 – 4722 2333
Website	Not applicable

NAME OF THE PROMOTER(S) OF THE ISSUER COMPANY

MAC CHARLES (INDIA) LIMITED

STATUTORY AUDITORS OF THE ISSUER COMPANY

HRA & Co., bearing firm registration number: 010005S

DETAILS OF THE SCHEME

1. The Scheme provides for the demerger of the Demerged Undertaking, which includes the commercial real estate division along with all associated debt in connection therewith, from the Demerged Company to the Resulting Company on a going concern basis.

186

EMBASSY PRISM VENTURES LIMITED

		EMBASSY PRISM VENTURES LIMITED
		CIN: U70109KA2020PLC138875
		Regd. Office: 1st Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001
		Tel.no.: 080 – 4722 2333 email: [email protected]
	2.	As consideration for the demerger of the Demerged Undertaking, upon the effectiveness of the
		Scheme, the Resulting Company shall, without any further act or deed, issue and allot
		Redeemable Preference Shares (“RPS”) to the equity shareholders of the Demerged Company
		on the Record Date, in the following share entitlement ratio:
		“1 (One) fully paid-up RPS of face value of Rs. 10/- (Rupees Ten only) each of the Resulting
		Company shall be issued and allotted as fully paid-up for each Equity Share of face value of Rs.
		10/- (Rupees Ten only) each fully paid-up held in the Demerged Company.”
	3.	The RPS issued by the Resulting Company will not be listed and/ or admitted to trading on any
		of the stock exchanges.
	4.	The Scheme is subject to the fulfilment of the conditions specified in the Scheme, including,
		inter alia, the receipt of order of the NCLT sanctioning the Scheme, and the Demerged Company
		and the Resulting Company having filed the certified copy of the order of the NCLT with the
		relevant jurisdictional Registrar of Companies.
	5.	The Scheme would, inter-alia, have the following benefits as mentioned in the Scheme:
		i. The arrangement would result in an efficient corporate structure with a focused
		management, and it would be strategically apt to segregate the business to enable them to
		move forward independently, with greater focus and specialization building further on their
		respective capabilities.
		ii. Segregating and separating the Demerged Undertaking would help in attracting the
		relevant set of investors with matching risk and investment profile of the Demerged
		Undertaking which would unlock better valuation of the Demerged Undertaking.
		iii. Dedicated management focus, streamlining of operations, cost optimization and
		operational efficiencies through the effective and efficient utilization of financial resources,
		managerial talents and technical skills, thereby protecting and maximizing the value and
		returns to the shareholders.
		iv. Enable the Resulting Company to raise secured and unsecured funding from investors for
		the Demerged Undertaking in an insulated legal entity to secure their investments.

187

EMBASSY PRISM VENTURES LIMITED

		EMBASSY PRISM VENTURES LIMITED
		CIN: U70109KA2020PLC138875
		Regd. Office: 1st Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001
		Tel.no.: 080 – 4722 2333 email: [email protected]
	v.	The Demerged Company is into multiple business involving inter alia, residential real
		estate development, generation of power through operation of windmills, commercial real
		estate activity involving development as well as operation and management of commercial
		office assets, identifying and making strategic investments, including the formation of
		subsidiaries for undertaking the stated business activities through them, etc. The Demerged
		Undertaking is purely focused on development, operations and management (including
		maintenance) of commercial office space and accordingly, the differing financial needs and
		strategic imperatives can be better addressed by the separation of the Demerged
		Undertaking from the Demerged Company into the Resulting Company, which is a wholly
		owned subsidiary of the Demerged Company.
	vi.	The Scheme ensures that, while the overall value of the Demerged Company and Resulting
		Company is enhanced through the segregation of Demerged Undertaking, the stakeholders
		benefit from a single consolidated value from their shareholding in the Demerged Company
		which also captures within its existing equity shares, the value of the Resulting Company
		by virtue of it being a wholly owned subsidiary of the Demerged Company, even post the
		proposed Demerger.
	vii.	Transfer of the Demerged Undertaking through a Scheme of Arrangement enables the
		Demerged Company to also subsidiarize the listed Non-Convertible Debentures issued by
		the Demerged Company in relation to the Demerged Undertaking.
	viii.	The Resulting Company shall issue RPS (herein defined) to the shareholders/ members of
		the Demerged Company and such RPS shall mirror the equity shareholding pattern of the
		Demerged Company in the Resulting Company, which is aligned with a tax-compliant
		demerger under Section 2(19AA) of the Income-tax Act, 1961. Further, given the Demerged
		Company shall continue to hold the entire equity share capital of the Resulting Company,
		the entire enhanced equity value of the Demerged Undertaking shall, post demerger, accrue
		to the Demerged Company and thereby reflecting in the value of its own shares held by the
		shareholders/ members of the Demerged Company.
	ix.	The Scheme for Demerger is proposed to be adopted for subsidiarizing the Demerged
		Undertaking which ensures that the Demerged Company and the Resulting Company follow
		the highest level of compliance and corporate governance by seeking approvals from the
		relevant Stock Exchanges, SEBI (herein defined), NCLT (herein defined), and other

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

Governmental Authorities (herein defined) and stakeholders, as opposed to any other modes of transfer as specified under Regulation 37A of LODR (herein defined).

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

ISSUE DETAILS AND LISTING

The proposed issue of RPS of the Resulting Company is pursuant to the Scheme filed under Sections 230 to 232 and other applicable provisions of the Act and rules framed thereunder, and accordingly, there shall be no price band or minimum bid lot size applicable to the proposed issue of the RPS. The RPS proposed to be issued shall not be listed on any stock exchange.

Upon the Scheme becoming effective and in consideration of the transfer and vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in accordance with the Scheme, the Resulting Company shall issue and allot to every member of the Demerged Company holding fully paid-up equity shares in the Demerged Company and whose names appear in the register of members on the Record Date, or to such of their heirs, executors, administrators, or successors-in-title, 1 (One) fully paid-up RPS of face value Rs. 10/- each of the Resulting Company at par for every 1 (One) fully paid-up equity share of Rs. 10/- each held in the Demerged Company.

PROCEDURE

Pursuant to the provisions of the Scheme, upon receipt of approval from the NCLT and upon certified copies of the sanction order(s) of the NCLT approving the Scheme being filed with the relevant Registrar of Companies, the Resulting Company shall issue and allot RPS to the shareholders of the Demerged Company as on the Record Date, as per the share entitlement ratio set out in the Scheme.

ELIGIBILITY

Since the RPS are allotted pursuant to the provisions of the Scheme, the eligibility conditions specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (as amended from time to time), are not applicable.

Persons who are shareholders of the Demerged Company as on the Record Date shall be eligible to receive RPS of the Resulting Company pursuant to the provisions of the Scheme.

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EMBASSY PRISM VENTURES LIMITED CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

INDICATIVE TIMELINE

This Disclosure Document is filed pursuant to the Scheme and is not an offer to the public at large. Given that the Scheme requires approval from various regulatory authorities, including and primarily the NCLT, the timeframe cannot be determined with certainty.

GENERAL RISKS

Investments in equity and equity-related securities and other securities involve a degree of risk and investors should not invest their funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision. For taking an investment decision, investors must rely on their own examination of the Resulting Company and the Scheme, including the risks involved. The RPS as proposed to be issued in pursuant to the Scheme have not been recommended or approved by the Securities and Exchange Board of India, i.e., the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Disclosure Document. Specific attention of the investors is invited to the section titled ‘Risk Factors’ at Page 15 of this Disclosure Document.

PRICE INFORMATION OF BOOK RUNNING LEAD MANAGER(S)

Not applicable

DETAILS OF THE PROMOTER(S)

DETAILS OF THE PROMOTER(S)	DETAILS OF THE PROMOTER(S)	DETAILS OF THE PROMOTER(S)	DETAILS OF THE PROMOTER(S)
S.No.	Name	Individual/ Corporate	Experience and educational qualification
1	Mac Charles (India) Limited	Corporate	Experience: Embassy Group, headquartered in Bengaluru, is one of the leading real estate developers in India. The Demerged Company is one of the flagship entities of the Embassy Group, engaged in the business of construction and development of real estate, including residential and commercial projects. Educational qualification: Not applicable

BUSINESS OVERVIEW AND STRATEGY

The Resulting Company was incorporated under the Act on September 22, 2020, as a private limited company. It was subsequently converted into a public limited company on August 30, 2024, with

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

Corporate Identification Number U70109KA2020PLC138875, and is registered with the Registrar of Companies, Bengaluru. The Resulting Company is an unlisted public limited company and is wholly owned by the Demerged Company. The registered office address of the Company is Embassy Point, 1st Floor, 150, Infantry Road, Bengaluru – 560001, Karnataka, India.

The Resulting Company is set up for the purpose of real estate development, and accordingly, the main objects of the Resulting Company include to acquire, develop, construct, manage, and lease real estate and infrastructure of all kinds; provide end-to-end real estate, construction, and property management services; and establish, operate, and maintain IT parks with all necessary facilities and utilities.

The Resulting Company has not commenced operations as of the date of this Disclosure Document. However, upon the effectiveness of the demerger of the Demerged Undertaking pursuant to the Scheme, the Resulting Company will carry on commercial leasing and other commercial real estate– related activities in respect of the Demerged Undertaking transferred to it.

		BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS
S. No	Name	Designation	Experience, including current/ past position held in other entities		Other directorship
1.	Shailendra Konanur Subbaraya (DIN: 07984647)	Non- Executive director	Mr. Shailendra has a diverse range of insights and a comprehensive understanding of project management in different business environments. He has over 16 years of experience across various corporate functions such as financial planning and control, fund-		List of Indian companies: • Logus Projects Limited • Reque Developers Limited • Summit Developments Limited • Embassy East Business Park Limited • Embassy International Riding School • Embassy-Columbia Pacific Asl Private Limited

191

EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

raising, forecasting	•	Embassy One Developers
of cash flows,		Private Limited
acquisitions, business	•	Sai Srushti Infrastructure
development and		Innovation Projects Private
operations,		Limited
liaisoning,
budgeting, etc. He	•	Embassy Orange Developers
holds a bachelor’s		Limited
degree in engineering	•	Embassy RR Projects Private
(Electrical and		Limited
Electronics) from Vishweshwariah	•	Embassy Maverick Malls
		Private Limited
Technological
University, Belgaum,	•	Winterfell Realty Private
Karnataka, and also		Limited
holds a postgraduate	•	EPDPL Coliving Private
diploma in		Limited
management
(Finance) from the
Indian Institute of	List of foreign companies:
Planning and	None
Management,
Bengaluru,	As a designated partner in the
Karnataka.	following‘Limited Liability
	Partnerships’:
	•	Embassy Investment
		Management Services LLP
	•	JSM Three Senses LLP
	•	JSM SPL Restaurant LLP
	•	Upscarf Salon De Elegance
		LLP

192

EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

	2.	Prasad Adavayya Turamari (DIN: 09435132)	Non- Executive director	Mr. Prasad Adavayya Turamari is a seasoned Chartered Accountant with over 20 years of rich industrial experience across diverse sectors. He holds a bachelor’s degree in commerce and has consistently demonstrated expertise in financial strategy, corporate governance, and regulatory compliance. His deep understanding of business operations and finance has played a pivotal role in driving growth and ensuring fiscal discipline in every organization he has been associated with.		List of Indian companies: • Golf Link-Embassy Business Park Management Services Private Limited • Resplendent Projects Private Limited • Swire Tech-Park Projects Private Limited • Pathredi Projects Logistics Parks Private Limited • Chakan Projects Private Limited • Propglobal Assets Private Limited • Technique Control Facility Management Private Limited • Starwood Properties Private Limited • Propswitch Private Limited • Saltire Developers Private Limited • Saphire Realtors Private Limited • Crimsoncove Developers Private Limited • Serenesummit Realty Private Limited • Semusi Developers Private Limited List of foreign companies:

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

LIMITED 5 oad, Bangalore – 560001 bassygroup.com	LIMITED 5 oad, Bangalore – 560001 bassygroup.com
None
As a designated partner in the
following‘Limited Liability
Partnerships’:
•	REPS Properties LLP
•	Clarkia Ventures LLP
•	Poppy Builders LLP
•	Nanala Ventures LLP
•	Gladiolus Ventures LLP
•	PERS Ventures LLP
•	Cattail Ventures LLP
•	Helenium Builders LLP
•	Chicory Ventures LLP
•	Dietes Ventures LLP
•	Doddaballapur Builders LLP
•	Embassy Leisure and
	Entertainment Projects LLP
•	Jakan Power Projects LLP
•	Alara Properties LLP
•	Anemone Ventures LLP
•	KAN Power Projects LLP
•	Upscarf Salon De Elegance
	LLP
•	CBE Developers LLP
•	Embassy Buildcon LLP
•	Precision Facility
	Management LLP
•	Paledium Security Services
	LLP
•	Saltire Estate and Resorts LLP

194

EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

					• Collaborative Workspace Consultants LLP • Bluestone Tech Park LLP • Genx Consultant and Advisors LLP 1.	e
3.	Harish Kumar Anand (DIN: 10198737)	Non- Executive director	Mr. Harish Kumar Anand holds a bachelor’s degree in commerce from Christ College in Bangalore. He is also a member of the Institute of Chartered Accountants of India and has completed the course offered by Certified Practising Accountants Australia. After completing his articles with K. P. Rao and Company and attaining membership of the Institute of Chartered Accountants of India, Mr. Anand joined Titan Watches Limited. A couple of years later, he went to Swaziland, Southern Africa, and later migrated to Australia, where he lived for about		List Of Indian Companies: • N.K. Developers Private Limited • Mac Charles Hub Projects Private Limited • JSM VT Hospitality Private Limited • JSM Corporation Private Limited • JSM Concept Restaurant Privat Limited • JSM Restaurants India Private Limited • Mac Charles (India) Limited List of foreign companies: None As a designated partner in the following‘Limited Liability Partnerships’: None

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

twenty-five years. He has served in companies such as Ernst and Young, Goodman Fielder, Navy Canteens and Indigenous Business Australia. Mr. Anand has experience in varied sectors including manufacturing, consultancy, hospitality, fastmoving consumer goods, government and quasigovernment organizations, handling responsibilities in finance, human resources, information technology, corporate governance and compliance, amongst others. For about the last ten years, he has served as the Chief Financial Officer.

196

EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

OBJECTS OF THE ISSUE

Not applicable, as the Resulting Company is not proposing to raise money by way of issue of shares

DETAILS OF NON-DEPLOYMENT, DELAYS, OR CHANGES IN UTILIZATION OF PROCEEDS FROM PAST PUBLIC/RIGHTS ISSUES IN THE LAST 10 YEARS

Not applicable

MONITORING AGENCY

Not applicable

TERMS OF ISSUANCE OF CONVERTIBLE SECURITIES

Not applicable

SHAREHOLDING PATTERN AS ON DATE OF THE DISCLOSURE DOCUMENT	SHAREHOLDING PATTERN AS ON DATE OF THE DISCLOSURE DOCUMENT	SHAREHOLDING PATTERN AS ON DATE OF THE DISCLOSURE DOCUMENT	SHAREHOLDING PATTERN AS ON DATE OF THE DISCLOSURE DOCUMENT
S.No.	Particulars	Pre-Scheme
		Number of equity shares	% holding
1.	Promoter*	10,000	100%
2.	Public	-	-
Total		10,000	100%

The Demerged Company holds the entire shareholding of the Resulting Company, along with its 6 nominee shareholders holding 1 equity share each. Beneficial interest in these 6 equity shares is with the Demerged Company.

DETAILS OF SHARES SOLD BY SELLING SHAREHOLDERS

Not applicable

PARTICULARS OF STANDALONE FINANCIAL	PARTICULARS OF STANDALONE FINANCIAL	PARTICULARS OF STANDALONE FINANCIAL	STATEMENTS	STATEMENTS
	Period ended 30-09-2025 (unaudited)	FY 24-25 (audited)	FY 23-24 (audited)	FY22-23 (audited)
Total income from operations (net)	-	-	-	-
Net Profit / (Loss) before tax and	(23.69)	(105.58)	(101.02)	(62.13)

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

extraordinary items (Rs. in ‘000)
Net Profit / (Loss) after tax and extraordinary items (Rs. in ‘000)	(23.69)	(105.58)	(101.02)	(62.13)
Equity share capital (Rs. in ‘000)	100	100	100	100
Reserves and surplus (Rs. in ’000)	(396.78)	(373.09)	(267.51)	(166.49)
Net worth (Rs. in ‘000)	(296.78)	(273.09)	(167.51)	(66.49)
Basic earnings per share (Rs.)	(2.37)	(10.56)	(10.10)	(6.21)
Diluted earnings per share (Rs.)	(2.37)	(10.56)	(10.10)	(6.21)
Return on net worth (%)	(7.98%)	(38.66%)	(60.31%)	(93.44%)
Net asset value per share (Rs.)	(29.68)	(27.31)	(16.75)	(6.65)

PARTICULARS OF CONSOLIDATED FINANCIAL STATEMENTS

Embassy Prism Ventures Limited (the Resulting Company) has not made any investments in other

companies since its incorporation; accordingly, this section is not applicable.

RISK FACTORS

The Resulting Company is engaged in the business of real estate development across residential, commercial, and industrial segments. The development and completion of its projects are subject to several external factors beyond its control, including the receipt of key approvals and sanctions from statutory authorities.
Cost overruns may occur due to external factors such as escalation in material and labour costs, delays in regulatory approvals, unforeseen site conditions, changes in project scope, or disruptions in the supply chain.
The business performance and growth of the Resulting Company are influenced by various external factors such as the overall economic environment, consistency in real estate–related laws and regulations (including taxation, zoning, environmental, land, title, stamp duty, GST, labour, and construction laws), access to financing, volatility in material costs, and cyclical movements in the real estate sector, any of which could significantly impact its operations and financial results.

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

The business entails substantial contractual arrangements with third parties such as landowners, tenants, financial investors, customers, and service providers, thereby exposing it to inherent counterparty risks.
Special attention should be given to ensuring comprehensive documentation and thorough title verification for all properties owned or developed, to maintain transparency and legal robustness in transactions.
The future growth of the business is also dependent on the timely and adequate availability of land for its real estate projects.
The Resulting Company would need to obtain appropriate financing to effectively support its operations, fund future growth initiatives, and meet its business objectives.
Changes in applicable laws, rules, and regulations, or legal uncertainties, including the withdrawal of certain benefits or adverse interpretations of tax laws may materially and adversely affect the business, prospects, and results of operations.
The proposed Scheme is subject to the approval of the NCLT, various regulatory authorities, shareholders, and creditors. There may be delays in, or an inability to, implement the Scheme in the event such approvals are delayed or not received.

SUMMARY OF PENDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

This section is not applicable, as there are no litigations, regulatory or disciplinary actions taken by the Securities and Exchange Board of India, the BSE, or any other authority, and no criminal proceedings against the Resulting Company, its promoter, or its directors.

ANY OTHER IMPORTANT INFORMATION

This Disclosure Document does not include the complete information of the Company, including its business, operations, assets and liabilities.

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Disclosure Document is contrary to the provisions of the Companies Act 1956, the Companies Act,

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EMBASSY PRISM VENTURES LIMITED

CIN: U70109KA2020PLC138875 Regd. Office: 1[st] Floor, Embassy Point, 150 Infantry Road, Bangalore – 560001 Tel.no.: 080 – 4722 2333 email: [email protected]

2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations

issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For Embassy Prism Ventures Limited ,

HARISH Digitally signed by KUMAR HARISH KUMAR ANAND Date: 2026.01.07 ANAND 18:35:18 +05'30' Name: Harish Kumar Anand Designation: Director DIN: 10198737

Place: Bengaluru Date: January 7, 2026

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Annexure 15

201

202

Annexure 16

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Walker Chandiok & Co LLP 5th Floor, No.65/2, Block “A”, Bagmane Tridib, Bagmane Tech Park, C V Raman Nagar, Bengaluru 560093

T +91 80 4243 0700 F +91 80 4126 1228

Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of Mac Charles (India) Limited pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of Mac Charles (India) Limited

We have reviewed the accompanying statement of standalone unaudited financial results (‘the Statement’) of Mac Charles (India) Limited (‘the Company’) for the quarter ended 30 September 2025 and the year to date results for the period 01 April 2025 to 30 September 2025, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘Listing Regulations’).
The Statement, which is the responsibility of the Company’s management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (‘Ind AS 34’), prescribed under section 133 of the Companies Act, 2013 (‘the Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and its registered office at L-41 Connaught Circus, New Delhi, 110001, India

203

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Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont’d)

Based on our review conducted as above nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001076N/N500013

Madhu Sudan Malpani Partner Membership No.: 517440 UDIN: 25517440BMLKIY6463

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Place: Bengaluru Date: 14 November 2025

Chartered Accountants

204

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

Registered office: 1st Floor, Embassy Point, 150 Infantry Road Bengaluru - 560001

Statement of Unaudited Standalone Financial Results for the quarter and six-month period ended 30 September 2025

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(₹ in million except per share data)
Sl. Particulars Quarter ended Six-month period ended Year ended
No. 30 September 30 June 2025 30 September 30 September 30 September 31 March 2025
2025 2024 2025 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Income
a) Revenue from operations 237.47 218.01 33.04 455.48 51.41 98.31
b) Other income 168.90 161.94 127.07 330.84 249.61 632.71
Total income (a+b) 406.37 379.95 160.11 786.32 301.02 731.02
2 Expenses
a) Employee benefits expense 21.70 24.67 26.27 46.37 54.04 114.95
b) Finance costs 318.71 314.17 218.38 632.88 423.94 991.81
c) Depreciation and amortisation expense 50.30 49.23 5.59 99.53 11.18 21.48
d) Other expenses 31.20 39.75 44.63 70.95 85.43 193.53
Total expenses (a+b+c+d) 421.91 427.82 294.87 849.73 574.59 1,321.77
3 Loss before tax (1-2) (15.54) (47.87) (134.76) (63.41) (273.57) (590.75)
4 Tax expense
- Current tax - - - - - -
- Deferred tax - - - - - -
5 Loss after tax (3-4) (15.54) (47.87) (134.76) (63.41) (273.57) (590.75)
6 Other comprehensive income
Items that will not be reclassified to profit or loss:
- Remeasurements of defined benefit (liability)/asset - - - - - 1.70
- Equity instruments through other comprehensive income - (0.93) 1.34 (0.92) 0.41 5.71 1.14
net changes in fair value
- Income tax relating to above items - - - - - -
7 Total other comprehensive income, net of tax (0.93) 1.34 (0.92) 0.41 5.71 2.84
8 Total comprehensive income (5+7) (16.47) (46.53) (135.68) (63.00) (267.86) (587.91)
9 Paid-up equity share capital (face value of ₹ 10 each) 131.01 131.01 131.01 131.01 131.01 131.01
10 Reserves excluding revaluation reserve 3,946.08
11 Earnings per equity share (not annualised for the quarters
and six months)
(a) Basic (₹) (1.19) (3.65) (10.29) (4.84) (20.88) (45.09)
(b) Diluted (₹) (1.19) (3.65) (10.29) (4.84) (20.88) (45.09)
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See accompanying notes to the unaudited standalone financial results

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205

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

Registered office: 1st Floor, Embassy Point, 150 Infantry Road Bengaluru - 560001

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Part II: Statement of Unaudited Standalone Balance Sheet (₹ in million)
Particulars As at As at
30 September 31 March 2025
2025
Unaudited Audited
ASSETS
Non-current assets
Property, plant and equipment 190.80 196.20
Investment property 6,150.48 4.11
Investment property under development - 5,883.45
Financial assets
(i) Investments 4,264.86 4,058.47
(ii) Loans 3,421.12 3,248.93
(iii) Other financial assets 19.60 19.62
Income-tax assets (net) 63.96 62.83
Other non-current assets 376.05 65.45
Total non-current assets 14,486.87 13,539.06
Current assets
Financial assets
(i) Investments 85.65 311.14
(ii) Trade receivables 22.54 20.16
(iii) Cash and cash equivalents 22.72 56.77
(iv) Bank balances other than cash and cash equivalents 424.23 778.50
(v) Loans 3.23 3.09
(vi) Other financial assets 3.15 0.68
Other current assets 184.36 26.27
745.88 1,196.61
Assets held for sale 10.17 10.17
Total current assets 756.05 1,206.78
Total assets 15,242.92 14,745.84
EQUITY AND LIABILITIES
Equity
Equity share capital 131.01 131.01
Other equity 3,883.08 3,946.08
Total equity 4,014.09 4,077.09
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 9,561.25 10,401.26
(ii) Other financial liabilities 204.19 -
Provisions 7.01 6.45
Other non-current liabilities 92.01 -
Total non-current liabilities 9,864.46 10,407.71
Current liabilities
Financial liabilities
(i) Borrowings 933.82 66.24
(ii) Trade payables
- -
Total outstanding dues to micro enterprises and small enterprises
Total outstanding dues other than to micro enterprises and small enterprises 24.48 7.50
(iii) Other financial liabilities 359.55 159.63
Other current liabilities 34.33 16.73
Provisions 8.72 7.47
1,360.90 257.57
Liabilities associated with discontinued operations 3.47 3.47
Total current liabilities 1,364.37 261.04
Total equity and liabilities 15,242.92 14,745.84
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See accompanying notes to the unaudited standalone financial results

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206

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

Registered office: 1st Floor, Embassy Point, 150 Infantry Road Bengaluru - 560001

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Part III: Statement of Unaudited Standalone Cashflows (₹ in million)
Particulars Six-month period ended
30 September 30 September
2025 2024
Unaudited Unaudited
Loss before tax (63.41) (273.57)
Adjustments:
- Impact of straightlining of rent (397.36) -
- Amortisation of deferred revenue (11.53) -
- Interest income (310.19) (236.81)
- Liability no longer required written back (10.25) -
- Interest expense 632.88 423.94
- Depreciation and amortization 99.53 11.18
- Profit on sale of investments in mutual funds (9.34) (12.75)
- Fair value changes in financial instruments (0.45) 8.73
- Provision for doubtful advances - 18.63
Operating loss before working capital changes (70.12) (60.65)
Working capital adjustments:
- Trade receivables (2.38) (19.35)
- Current and non-current financial assets (0.20) 0.59
- Other current and non-current assets (136.78) (100.34)
- Current and non-current financial liabilities and trade payables 215.26 21.51
- Other current and non-current liabilities 121.14 -
- Provisions 1.81 3.56
Cash flows from/(used in) operating activitites 128.73 (154.68)
Income taxes refund/(paid), net (1.13) (3.97)
Net cash flows from/(used in) operating activitites [A] 127.60 (158.65)
Cash flows from investing activities
Purchase of property, plant and equipment and investment property (including capital advances) (84.56) (443.43)
Proceeds from sale of assets held for sale - (0.10)
Loans to subsidiaries (93.80) (607.84)
Repayment of loan given to subsidiary 5.00 -
Investment in equity shares acquired in subsidiary - (0.10)
Purchase of investments in mutual funds (185.70) (60.00)
Proceeds from sale of investments in mutual funds 420.98 178.99
Investments in fixed deposits (490.03) (2,874.00)
Proceed from maturity of fixed deposits 880.60 3,852.50
Interest received (17.87) 108.86
Net cash flows from investing activities [B] 434.62 154.88
Cash flows from financing activities
Proceeds from long-term borrowings 5.43 9.70
Processing fees and other costs paid (39.50) -
Repayment of long-term borrowings (1.83) -
Interest paid (560.37) -
Net cash (used in)/flows from financing activities [C] (596.27) 9.70
Net (decrease)/increase in cash and cash equivalents [A+B+C] (34.05) 5.92
Cash and cash equivalents at the beginning of the six-month period 56.77 9.81
Cash and cash equivalents at the end of the six-month period 22.72 15.73
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See accompanying notes to the unaudited standalone financial results

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207

MAC CHARLES (INDIA) LIMITED

CIN: L55101KA1979PLC003620

Registered office: 1st Floor, Embassy Point, 150 Infantry Road Bengaluru - 560001

Additional disclosures as per Regulation 52(4) of SEBI ( Listing Obligations and Disclosure Requirements ) Regulation, 2015:

All amounts are in ₹ million, unless otherwise stated

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Details of outstanding Non convertible debentures ("NCD"):
Sr. ISIN No. of NCD Amount of Issue Credit rating
No. (in million)
1 INE435D07144 w.e.f. 24 September 2025 500 500 ACUITE BBB STABLE
(INE435D07128 w.e.f. 19 December 2024
till 23 September 2025) (INE435D07078 till
18 December 2024)
Sr. Particular Quarter ended Six-month period ended Year ended
No. 30 September 30 June 2025 30 September 30 September 30 September 31 March 2025
2025 2024 2025 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Debt-Equity ratio 2.61 2.60 2.22 2.61 2.22 2.57
(Total borrowings ÷ Equity)
2 Debt Service Coverage Ratio (DSCR) 1.11 1.00 0.41 1.05 0.38 0.06
(Profit before tax, interest and depreciation and amortisation) ÷
(Interest expense together with principal repayments of long
term borrowings during the period)
3 Interest Service Coverage Ratio (ISCR) 1.11 1.00 0.41 1.06 0.38 0.43
(Profit before tax, interest and depreciation and amortisation) ÷
interest expense
4 Paid up debt capital/ Outstanding debt 10,495.07 10,461.59 9,039.27 10,495.07 9,039.27 10,467.50
(Non current borrowing + current borrowing)
5 Debenture Redemption Reserve NA NA NA NA NA NA
6 Capital Redemption Reserve NA NA NA NA NA NA
7 Net worth 4,014.09 4,030.56 4,069.58 4,014.09 4,069.58 4,077.08
(paid up share capital + other equity)
8 Current ratio 0.55 2.21 0.52 0.55 0.52 4.62
(Current assets ÷ Current liabilities)
9 Long term debt to working capital ratio 32.24 14.82 3.93 32.24 3.93 10.34
(Non current borrowing + current borrowing) ÷ (Current assets -
current liabilities - current maturities of long-term borrowings)
10 Bad debt to account receivable ratio NA NA NA NA NA NA
(Bad debt ÷ Average trade receivables)
11 Current liability ratio 0.12 0.05 0.52 0.12 0.52 0.02
(Total current liabilities ÷ Total liabilities)
12 Total debt to total assets ratio 0.69 0.69 0.68 0.69 0.68 0.71
(Total Debt ÷ Total Assets less assets held for sale)
13 Debtors turnover ratio (Annualised) 44.49 45.00 1.25 44.29 1.97 5.38
(Revenue from operations ÷ Average trade receivables)
14 Inventory turnover ratio NA NA NA NA NA NA
15 Operating margin (%) 78% 70% -115% 74% -171% -214%
(EBITDA - Other Income ÷ Revenue from operations)
16 Net profit margin (%) -4% -13% -84% -8% -91% -81%
(Net Loss after tax ÷ Total Income)
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208

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620 Registered office: 1st Floor, Embassy Point, 150 Infantry Road Bengaluru - 560001

Notes:

1 The Statement of unaudited standalone financial results ('the Statement') of Mac Charles (India) Limited ('the Company') for the quarter and sixmonth period ended 30 September 2025 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in its meeting held on 14 November 2025. The review report of the statutory auditors is being filed with Bombay Stock Exchange and is also available on the Company's website www.maccharlesindia.com.
2 Pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred to as "Listing Regulations"), the management has decided to publish unaudited standalone and consolidated financial results in the newspapers. The said financial results of the Company will also be made available on the Company's website www.maccharlesindia.com and also on the website of BSE (www.bseindia.com).
3 The unaudited standalone financial results of the Company have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2016 and in terms of the Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations.
4 Segment information has been provided under the notes forming part of the consolidated unaudited financial results for the quarter ended 30 September 2025 as per Indian Accounting Standard (Ind AS) 108 "Operating Segments", specified under Section 133 of the Companies Act, 2013.
5 The Company has entered into an agreement to release a maximum sum of ₹ 6,000.00 million as inter corporate deposits which shall be interest free and repayable in 5 years from the date of execution of agreement, to Mac Charles Hub Projects Private Limited, a wholly owned subsidiary. The Company has released (net) a sum of ₹ 58.30 million during the quarter ended 30 September 2025. Total funds released (net) as at 30 September 2025 amounts to ₹4,052.27 million.
6 During the quarter ended 30 September 2025, in board meeting held on 06 August 2025, the original tenure of 5 years for the loans given to Blue Lagoon Real Estate Private Limited and Neptune Real Estate Private Limited ending on 19 August 2026 was extended by another 5 years till 18th August 2031. The Company has entered into an amended agreement dated 12 August 2025 for the extension.
7 During the quarter ended 30 June 2025, the Company has received Occupancy Certificate for its building, Embassy Zenith, upon completion of the office building. The Company has also entered into lease deed for floors 5th to 13th of the above building on 03 April 2025 and has handed over these floors to the lessee. During the quarter ended 30 September 2025, the Company has entered into lease deed for floors ground to 4th of the above building on 25 September 2025 and has handed over these floors to the lessee.
8 The Board of Directors of the Company, in its meeting held on 13 September 2024, has approved the Scheme of Arrangement (“Scheme”) in accordance with the provisions laid down under Sections 230-232 of the Companies Act, 2013 to consider the Demerger of Demerged Undertaking from Mac Charles (India) Limited (“Demerged Company”) to Embassy Prism Ventures Limited (“Resulting Company”), wholly owned subsidiary of the Company. The Company has received no objection on the Scheme from BSE and now the Scheme has been filed with National Company Law Tribunal, however the approval is pending to be received.
9 Previous period figures have been regrouped wherever necessary to match current period classification.

For and on behalf of Board of Directors of Mac Charles (India) Limited

Harish Anand

Whole-time Director

Bengaluru 14 November 2025

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AI assistant

Mac Charles (India) Ltd. — Proxy Solicitation & Information Statement 2026

61334_rns_2026-01-20_14eb8455-2c99-48aa-8efc-a4f5c9bd57bf.pdf

NOTICE TO EQUITY SHAREHOLDERS

AND

FORM NO. CAA-2

PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM:

PROCEDURE TO RAISE QUESTIONS DURING THE MEETING:

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

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:

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

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

Note for Non – Individual Shareholders and Custodians

KEY INFORMATION AT A GLANCE

EXPLANATORY STATEMENT TO THE NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF MAC CHARLES (INDIA) LIMITED

Details of the Demerged Company

List of directors:

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:

Bangalore – 560 001

Details of the Resulting Company

Note:

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office:

Phone:080-47222 333

Salient features of the Scheme:

Summary of the Orders with respect to the meeting of shareholders of the Resulting Company and classes of creditors of the Demerged Company and the Resulting Company:

Relationship subsisting between the Demerged Company and the Resulting Company

Board approvals

Disclosure about the effect of the Scheme on stakeholders

38. Synergies of business of the entities involved in the Scheme:

39. Cost-benefit analysis of the Scheme:

Summary of the Valuation Report and Fairness Opinion

46. Summary of the Valuation Report:

47. Summary of the Fairness Opinion:

Pre and post Scheme capital structure

The authorized share capital may, at the discretion of the Board of Directors of the Resulting Company, be increased to a higher amount.

Note:

Detail of capital/ debt restructuring

Auditors’ certificate on conformity of accounting treatment specified in the Scheme with applicable accounting standards

No Objection Certificate from the BSE

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620

Regd. Office: Phone:080-47222 333

Notes:

(iv) Value of assets and liabilities of Mac Charles (India) Limited being transferred to Embassy Prism Ventures Limited:

Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

Disclosure Document

Inspection of documents

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

CA (CAA) No.46/BB/2025

IN THE MATTER OF:

Petition under Section 230-232 of Companies Act, 2013

CORAM:

COUNSELS PRESENT:

ORDER

IN THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH, BENGALURU

C.A. (CAA) No. 46/BB/2025

IN THE MATTER OF SCHEME:

Mac Charles (India) Limited

Embassy Prism Ventures Limited

Order delivered on: 21.11.2025

PRESENT:

O R D E R

Per : Radhakrishna Sreepada, Member (Technical)

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

Supplementary Causelist

ITEM No.26 CA. No. 09/2026 in C.A. (CAA) No. 46/BB/2025

IN THE MATTER OF:

Petition under Section 230-232 of CA, 2013

Order delivered on: 12.01.2026

CORAM:

SHRI SUNIL KUMAR AGGARWAL

SHRI RADHAKRISHNA SREEPADA

COUNSELS PRESENT:

ORDER

CA. No. 09/2026

For Walker Chandiok & Co LLP

Madhu Sudan Malpani

Appendix I

ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY:

For Mac Charles (India) Limited

THIS DISCLOSURE DOCUMENT CONTAINS 14 (FOURTEEN) PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

Mac Charles (India) Ltd. Proxy Solicitation & Information Statement 2026