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Mac Charles (India) Ltd. Regulatory Filings 2025

Feb 13, 2025

61334_rns_2025-02-13_53ebdd1e-dc69-419b-b812-2209cab5f78e.pdf

Regulatory Filings

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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: Tel. No: 080-47222333 1[st] Floor, Embassy Point Email: [email protected] 150 Infantry Road, website: www.maccharlesindia.com Bangalore – 560 001

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

February13, 2025

Dear Sir/Madam,

Sub: Outcome of Board Meeting of Mac Charles (India) Limited held on February 13, 2025 pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

Ref: Scrip Code 507836

We wish to inform you, pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) that the Board of Directors of Mac Charles (India) Limited, at its meeting held on Thursday, February 13, 2025 through audio-visual electronic communication has, inter-alia, taken the following decisions:

  1. Approval of the Related Party Transaction with Technique Control facility Management Private Limited (TCFM) for deputation of employees.

  2. Approval of the Related Party Transaction with Embassy Services Private Limited (ESPL) to manage the Wind power Business.

  3. Approval of the payment w.r.t. Employee welfare services to be taken by the company from its various group entities- a related party transaction.

  4. Approval of the payment w.r.t. Employee Vehicle to Embassy Property Development Private Limited, a Related party Transaction.

  5. Approval of the payment w.r.t. Employee Vehicle to Equinox India Developments Limited, a Related party Transaction.

  6. Approval of the Material Related Party Transaction with Vikas Telecom Private Limited and obtain the approval of members by means of postal ballot.

  7. Approval to increase in the limits for borrowings to Rs 2,500 crore (Rupees Two Thousand Five Hundred Crores only) under section 180(1)(c) of the Companies Act, 2013 and obtain the approval of members by means of postal ballot.

  8. Approval for increasing the limits for providing security to Rs 2,500 crore (Rupees Two Thousand Five Hundred Crores only) u/s 180(1)(a) of the Companies Act, 2013 in connection with the borrowings of the Company and obtain the approval of members by means of postal ballot.

  9. Approval of the notice of Postal Ballot for seeking approval of shareholders for (i) Material Related Party Transaction to be entered with Vikas Telecom Limited (ii) increase of borrowing limits to Rs 2,500 crore, (iii) increase of limits for providing security to Rs 2500 crore and (iv) Appointment of Mr. Umesh Maskeri, Practicing Company Secretary as Scrutinizer.

  10. Adoption of Revised Risk Management Policy

  11. Approval of the Unaudited Financial Results on standalone and consolidated basis for the Quarter ended 31[st] December 2024.

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: Tel. No: 080-47222333 1[st] Floor, Embassy Point Email: [email protected] 150 Infantry Road, website: www.maccharlesindia.com Bangalore – 560 001

The meeting commenced at 04:15 P.M. and concluded at 06:16 P.M.

We request you to take on record of the same.

Thanking you,

For Mac Charles (India) Limited

RICHA Digitally signed by RICHA SAXENA SAXENA Date: 2025.02.13 18:37:57 +05'30'

Richa Saxena Company Secretary and Compliance Officer M.No.-A17163

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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 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)

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

  1. We have reviewed the accompanying statement of standalone unaudited financial results (‘the Statement’) of Mac Charles (India) Limited (‘the Company’) for the quarter ended 31 December 2024 and the year to date results for the period 01 April 2024 to 31 December 2024, 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’).

  2. 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.

  3. 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.

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

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

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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)

  1. 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 Digitally signed by MADHU SUDAN SUDAN MALPANI MALPANI Date: 2025.02.13 18:23:23 +05'30'

Madhu Sudan Malpani

Partner Membership No. 517440 UDIN: 25517440BMLKCC3319

Bengaluru 13 February 2025

Chartered Accountants

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 nine months ended 31 December 2024

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(₹ in million except per share data)
Sl. Particulars Quarter Ended Nine Months Ended Year Ended
No.
31 Dec 2024 30 Sept 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023 31 March 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Income
a) Revenue from operations 27.69 33.04 24.12 79.10 89.79 113.83
b) Other income 171.02 127.07 101.47 420.63 301.84 405.79
Total income (a+b) 198.71 160.11 125.59 499.73 391.63 519.62
2 Expenses
a) Employee benefits expense 32.98 26.27 39.39 87.02 52.28 76.46
b) Finance costs 229.67 218.38 187.73 653.61 534.05 729.27
c) Depreciation and amortisation expense 5.57 5.59 5.15 16.75 14.55 19.44
d) Other expenses 49.17 44.63 33.46 134.60 78.85 126.19
Total expenses (a+b+c+d) 317.39 294.87 265.73 891.98 679.73 951.36
3 Loss before tax (1-2) (118.68) (134.76) (140.14) (392.25) (288.10) (431.74)
4 Tax expenses
- Current tax - - - - - -
- Deferred tax - - - - (24.87) (26.37)
5 Loss after tax (3-4) (118.68) (134.76) (140.14) (392.25) (263.23) (405.37)
6 Other comprehensive income
(i) (a) Items that will not be reclassified to profit or loss (1.02) (0.92) 1.86 4.68 4.54 4.71
(b) Income tax on items that will not be reclassified to profit or - - - - - (1.18)
- - - - - -
(ii) (a)Items that will be reclassified to profit or loss
- - - - - -
(b) Income tax on items that will be reclassified to profit or loss
7 Total other comprehensive income, net of tax (1.02) (0.92) 1.86 4.68 4.54 3.53
8 Total comprehensive income (5+7) (119.70) (135.68) (138.28) (387.57) (258.69) (401.84)
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 (for the year ended 31 - - - - - 4,206.41
March 2024)
11 Earnings per equity share (not annualised, except for the year
ended 31 March 2024)
(a) Basic (₹) (9.06) (10.29) (10.70) (29.94) (20.09) (30.94)
(b) Diluted (₹) (9.06) (10.29) (10.70) (29.94) (20.09) (30.94)
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See accompanying notes to the unaudited standalone financial results

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 INE435D07011 999 999 ACUITE BB+ - STABLE
2 INE435D07029 250 250 ACUITE BB+ - STABLE
3 INE435D07136 w.e.f. 19 December 2024 1,350 1,350 ACUITE BB+ - STABLE
(INE435D07052 till 18 December 2024)
4 INE435D07037 250 250 ACUITE BB+ - STABLE
5 INE435D07110 w.e.f. 19 December 2024 1,350 1,350 ACUITE BB+ - STABLE
(INE435D07045 till 18 December 2024)
6 INE435D07060 250 250 ACUITE BB+ - STABLE
7 INE435D07128 w.e.f. 19 December 2024 500 500 ACUITE BB+ - STABLE
(INE435D07078 till 18 December 2024)
8 INE435D07086 5,000 500 ACUITE BB+ - STABLE
9 INE435D07102 250 250 ACUITE BB+ - STABLE
10 INE435D07094 10,010 1,001 ACUITE BB+ - STABLE
Sr. Particular Quarter Ended Nine Months Ended Year Ended
No. 31 Dec 2024 30 Sept 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023 31 Mar 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Debt-Equity ratio 2.40 2.22 1.76 2.40 1.76 1.90
(Total borrowings ÷ Equity)
2 Debt Service Coverage Ratio (DSCR) 0.51 0.41 0.28 0.42 0.49 0.43
(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) 0.51 0.41 0.28 0.43 0.49 0.43
(Profit before tax, interest and depreciation and amortisation) ÷
interest expense
4 Paid up debt capital/ Outstanding debt 9,467.75 9,039.27 7,865.92 9,467.75 7,865.92 8,237.94
(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 3,949.88 4,069.58 4,480.57 3,949.88 4,480.57 4,337.42
(paid up share capital + other equity)
8 Current ratio 0.45 0.52 22.56 0.45 22.56 22.53
(Current assets ÷ Current liabilities)
9 Long term debt to working capital ratio 4.78 3.93 2.22 4.78 2.22 2.42
(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 0.52 0.52 0.02 0.52 0.02 0.02
(Total current liabilities ÷ Total liabilities)
12 Total debt to total assets ratio 0.69 0.68 0.63 0.69 0.63 0.65
(Total Debt ÷ Total Assets less assets held for sale)
13 Debtors turnover ratio (Annualised) 0.94 1.25 5.96 4.01 9.39 6.95
(Revenue from operations ÷ Average trade receivables)
14 Inventory turnover ratio NA NA NA NA NA NA
15 Operating margin (%) -197% -115% -202% -180% -46% -78%
(EBITDA - Other Income ÷ Revenue from operations)
16 Net profit margin (%) -60% -84% -112% -78% -67% -78%
(Net Loss after tax ÷ Total Income)
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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 nine months ended 31 December 2024 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in its meeting held on 13 February 2025.

  • 2 The financial results for the quarter and nine months ended 31 December 2024 were subjected to 'Limited Review' by the statutory auditors of the Company. 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.

  • 3 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).

  • 4 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') and in terms of Listing Regulations.

  • 5 During the quarter, there is only one segment of business i.e. sale of electricity which is being focused on and reviewed by the Chief Operating Decision Maker ("CODM").

  • 6 The Company has entered into an agreement to release a maximum sum of ₹6,000 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 had released a sum of ₹116 million during the quarter ended 31 December 2024. Total funds released (net) as at 31 December 2024 amounts to ₹3,077.24 million.

  • 7 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.

  • 8 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 Digitally signed by HARISH ANAND ANAND Date: 2025.02.13 18:17:26 +05'30'

Harish Anand

Whole-time Director

Bengaluru 13 February 2025

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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 Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

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

  1. We have reviewed the accompanying statement of unaudited consolidated financial results (‘the Statement’) of Mac Charles (India) Limited (‘the Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’), (refer Annexure 1 for the list of subsidiaries, included in the Statement) for the quarter ended 31 December 2024 and the consolidated year to date results for the period 01 April 2024 to 31 December 2024, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘Listing Regulations’).

  2. This Statement, which is the responsibility of the Holding Company’s management and approved by the Holding 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 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

  3. 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.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, 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 its registered office at L-41 Connaught Circus, New Delhi, 110001, India

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

  1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review report of the other auditor referred to in paragraph 5 below, 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 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

  2. We did not review the interim financial results of one subsidiary included in the Statement, whose financial information reflects total revenues of ₹Nil and ₹Nil, total net loss after tax of ₹0.01 million and ₹0.04 million, total comprehensive loss of ₹0.06 million and ₹0.10 million, for the quarter and nine months period ended on 31 December 2024, respectively, as considered in the Statement. These interim financial results have been reviewed by other auditor whose review report has been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of the said subsidiary is based solely on the review report of such other auditor and the procedures performed by us as stated in paragraph 3 above.

Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the report of the other auditor.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No: 001076N/N500013

MADHU Digitally signed by MADHU SUDAN SUDAN MALPANI MALPANI Date: 2025.02.13 18:24:13 +05'30'

Madhu Sudan Malpani

Partner Membership No.: 517440 UDIN: 25517440BMLKCD1561

Bengaluru 13 February 2025

Chartered Accountants

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

Annexure 1

List of entities included in the Statement

Entity Relationship
Blue Lagoon Real Estate Private Limited(BLREPL) Subsidiary
Neptune Real Estate Private Limited(NREPL) Subsidiary
Mac Charles Hub Projects Private Limited(MCHPPL) Subsidiary
EmbassyPrism Ventures Limited Subsidiary (from 13 September 2024)

Chartered Accountants

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

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

Statement of Unaudited Consolidated Financial Results for the quarter and nine month ended 31 December 2024

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(₹ in million except per share data)
Sl. Particulars Quarter Ended Nine Months Ended Year End
No. 31 Dec 2024 30 Sept 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023 31 March 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
1 Income
a) Revenue from operations 27.69 33.04 24.12 79.10 89.79 113.83
b) Other income 80.54 38.06 41.25 164.56 139.16 181.59
Total income (a+b) 108.23 71.10 65.37 243.66 228.95 295.42
2 Expenses
a) Employee benefits expense 45.35 35.33 55.31 119.08 68.20 99.86
b) Finance costs 226.86 216.01 186.12 646.20 529.98 723.35
c) Depreciation and amortisation expense 5.61 5.62 5.35 16.86 14.75 19.60
d) Other expenses 55.63 52.76 38.17 154.24 89.72 140.79
Total expenses (a+b+c+d) 333.45 309.72 284.95 936.38 702.65 983.60
3 Loss before tax (1-2) (225.22) (238.62) (219.58) (692.72) (473.70) (688.18)
4 Tax expenses
- Current tax - - - - - -
- Deferred tax - - - - (24.87) (26.37)
5 Loss after tax (3-4) (225.22) (238.62) (219.58) (692.72) (448.83) (661.81)
6 Other comprehensive income
(i) (a) Items that will not be reclassified to profit or loss (1.02) (0.92) 1.86 4.68 4.54 4.71
- - - - -
(b) Income tax on items that will not be reclassified to profit or loss (1.18)
- - - - - -
(ii) (a)Items that will be reclassified to profit or loss
- - - - - -
(b) Income tax on items that will be reclassified to profit or loss
7 Total other comprehensive income, net of tax (1.02) (0.92) 1.86 4.68 4.54 3.54
8 Total comprehensive Income (5+7) (226.24) (239.54) (217.72) (688.04) (444.29) (658.27)
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 - - - - - 1,622.00
11 Earnings per equity share (not annualised, except for the year ended
31 March 2024)
(a) Basic (₹) (17.19) (18.21) (16.76) (52.88) (34.26) (50.52)
(b) Diluted (₹) (17.19) (18.21) (16.76) (52.88) (34.26) (50.52)
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See accompanying notes to the unaudited consolidated financial results

MAC CHARLES (INDIA) LIMITED CIN: L55101KA1979PLC003620

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

Notes:

  • 1 The statement of unaudited consolidated financial results ('the Statement') of Mac Charles (India) Limited ("the Company") and its subsidiaries, Mac Charles Hub Projects Private Limited, Blue Lagoon Real Estate Private Limited, Neptune Real Estate Private Limited and Embassy Prism Ventures Limited (collectively known as "the Group") 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 and in terms of Regulation 33 of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (hereinafter referred to as "Listing Regulations")

These consolidated financial results are prepared in accordance with requirement of the Indian Accounting Standard 110 "Consolidated Financial Statements".

  • 2 The financial results for the quarter and nine month ended 31 December 2024 was subjected to 'Limited Review' by the statutory auditors of the Company. 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.

  • 3 The statement of unaudited consolidated financial results ( 'the Statement' ) of the Group for the quarter and nine month ended 31 December 2024 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on 13 February 2025.

  • 4 Pursuant to the Listing Regulations, the management has decided to publish unaudited standalone and consolidated financial results in the newspapers. The 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)

  • 5 Additional information on standalone financial results of the Company:-

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(₹ in million)
Quarter Ended Nine Month Ended Year ended
Particulars
31 Dec 2024 30 Sept 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023 31 March 2024
Total income 198.71 160.11 125.59 499.73 391.63 519.62
Loss before tax (118.68) (134.76) (140.14) (392.25) (288.10) (431.74)
Loss after tax (118.68) (134.76) (140.14) (392.25) (263.23) (405.37)
Total comprehensive loss (119.70) (135.68) (138.28) (387.57) (258.69) (401.84)
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  • 7 During the quarter, there is only one segment of business i.e. sale of electricity which is being focused on and reviewed by the Chief Operating Decision Maker ("CODM").

  • 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.

  • 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 Digitally signed by HARISH ANAND ANAND Date: 2025.02.13 18:16:42 +05'30'

Harish Anand

Whole-time Director Bengaluru 13 February 2025

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Statement containing details of secured, listed, rated, redeemable non-convertible debentures (‘NCDs’) of the Company outstanding as at 31 December 2024 and security cover maintained against such securities pursuant to Operational circular SEBI/HO/DDHS/P/CIR/2023/50 dated 31 March 2023.

I. Details of secured, listed, rated, redeemable NCDs’ of the Company outstanding as at 31 December 2024

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S.No ISIN Series Outstanding as on 31
December 2024 including
interest
(Amount in millions)
1 INE435D07011 Zero Coupon, Senior, secured, rated, redeemable and 999.00
listed NCDs (DTD as amended on 11 May 2023)
2 INE435D07037 Zero Coupon, Senior, secured, rated, redeemable and 250.00
listed NCDs (DTD as amended on 11 May 2023)
3 Zero Coupon, Senior, secured, rated, redeemable and 250.00
INE435D07060 listed NCDs (DTD as amended on 11 May 2023)
4 Zero Coupon, Senior, secured, rated, redeemable and 500.00
INE435D07086 listed NCDs (DTD as amended on 11 May 2023)
5 Zero Coupon, Senior, secured, rated, redeemable and 1,001.00
INE435D07094 listed NCDs (DTD as amended on 11 May 2023)
6 NA Accrued redemption premium on points 1 to 5 above 1,157.92
(DTD as amended on 11 May 2023)
7 INE435D07110 w.e.f. 19 Zero Coupon, Senior, secured, rated, redeemable and 1,350.00
December 2024 (INE435D07045 listed NCDs (DTD as amended on 24 March 2023)
till 18 December 2024)
8 INE435D07136 w.e.f. 19 Zero Coupon, Senior, secured, rated, redeemable and 1,350.00
December 2024 (INE435D07052 listed NCDs (DTD as amended on 24 March 2023)
till 18 December 2024)
9 INE435D07128 w.e.f. 19 Zero Coupon, Senior, secured, rated, redeemable and 500.00
December 2024 (INE435D07078 listed NCDs (DTD as amended on 24 March 2023)
till 18 December 2024)
10 NA Accrued redemption premium on points 7 to 9 above 1,620.70
(DTD as amended on 24 March 2023)
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II. Computation of Security Cover Ratio as on 31 December 2024 pursuant to SEBI circular dated 31 March 2023

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Column A Column B Column C [i] Column Dii Column Eiii Column F Column G
Exclusive Exclusive Related to
Charge Charge only those
items covered
Description of asset for Debt for Other Assets not Market Value
Particulars which this certificate which this Secured offered as (Total C to E) for Assets
relate certificate Debt Security charged on
being Exclusive
issued basis
Book Book Book
Value Value Value
ASSETS
Property, Plant and Equipment Land, Plant and machinery, 187.98 16.35 0.73 205.06 268.34
Computers and Vehicle
Investment Property * Land 2,917.34 2,917.34 9,269.16
Capital Work-in- Progress & Advance IPUD (Project Zenith) & 4,405.38 4,405.38 13,730.64
Advance- Zenith
Investments Investment in subsidiaries, 2,035.10 1,790.46 3,825.56 2,480.79
equity shares and mutual
funds
Loans Loans given to subsidiaries 2,568.83 2,568.83 -
and other loans
Advances Advance paid for purchase 10.66 10.66 120.95
of investment property
Advances * Advance paid for purchase 493.80 493.80 278.40
of investment property
Trade Receivables Trade receivables 23.10 23.10
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Cash and Cash Equivalents Cash and Cash Equivalents 28.98 0.95 29.93 28.98
( Project Zenith)
Cash and Cash Equivalents Cash and Cash Equivalents 9.06 9.06 9.06
( Project Embassy Business
Hub)
Bank Balances other than Cash and Cash Bank Balances other than 585.50 5.08 590.58 585.50
Equivalents * Cash and Cash Equivalents
( Project Zenith)
Bank Balances other than 1,663.12 1,663.12 1,663.12
Cash and Cash Equivalents
( Project Embassy Business
Hub)
Asset Held for sale Assets classified as held for 23.10 23.10 83.06
sale
Others * Accrued interest and Non 126.71 539.56 666.27 126.71
refundable security deposit
and other asset
Total 12,486.72 16.35 4,928.71 17,431.78 28,644.71
LIABILITIES
Debt securities to which this certificate Debentures issued 4,157.92
pertains
8,774.37 693.39 9,467.76
Debt securities to which this certificate Debentures issued 4,820.70
pertains
Others Deferred tax liabilities not to be - -
Trade payables Trade payables filled 21.37 21.37
Others Other current financial 272.24 272.24
liabilities, Current
provisions, Other current
liabilities, Current tax
liabilities, net, Disposal
group - liabilities directly
associated with assets held
for sale, Liabilities classified
as held for sale
Total 8,774.37 693.39 293.61 9,761.37 8,978.62
Cover on Book Value 1.42
Cover on Market 4.16
Value (ISIN 1,2,3 ,4 &5)
Cover on Market 2.33
Value (ISIN 7,8 &9)
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  • The assets given as security also include the assets of Squadron Developers Private Limited and Mac Charles Hub Projects Private Limited. Assets of Squadron Developers Private Limited include a deposit in term deposit amounting to ₹117.12 million included in 'Bank Balances other than Cash and Cash Equivalents', land amounting to ₹623.40 million included in 'Investment Property', advance paid for purchase of land amounting to ₹106 million included in 'Others', amount in escrow account amounting to ₹3.26 million included in 'Cash and Cash Equivalents'. Assets of Mac Charles Hub Projects Private Limited include land amounting to ₹2,293.94 million included in 'Investment Property', advance paid for acquisition of land amounting to ₹387.80 million included in 'Others', deposit in escrow account amounting to ₹5.48 million included in 'Cash and Cash Equivalents', deposit in term deposit account amounting to ₹70 million included in 'Bank Balances other than Cash and Cash Equivalents', interest accrued but not due on designated FDs amounting to ₹0.38 million and refundable security deposit and its Ind AS adjustment amounting to ₹113.38 million included in 'Others'.

For Mac Charles (India) Limited.

HARISH Digitally signed by HARISH ANAND Date: 2025.02.13 ANAND 18:38:31 +05'30' Authorised Signatory Name : Harish Anand Designation : Director

Place : Bengaluru

MAC CHARLES (INDIA) LTD. CIN No: L55101KA1979PLC003620

Regd. Office: Phone : 080-47222333 No.150, 1st Floor, E-mail : [email protected] Embassy Point, Infantry Road, website: www.maccharlesindia.com Bangalore - 560 001

Catalyst Trusteeship Limited Windsor, 6[th] Floor, Office No.604 C.S.T. Road, Kalina, Santacruz (East) Mumbai - 400098

Dt: 13[th] February 2025

Dear Sir/Madam,

Subject: End Use Certificate

Reference: Debenture Trust Deed dated 15[th] July 2021, DTD amended dated 02[nd] August 2022 & dated 11[th] May 2023 between Mac Charles India Limited (“MCIL”) and Catalyst Trusteeship Limited.

We refer to the Debenture Trust Deed between Mac Charles (India) Limited and Catalyst Trusteeship Limited dated 15[th] July 2021, DTD amended dated:02[nd] August 2022 & 11[th] May 2023. We hereby are issuing the end use certificate. Terms used in the Debenture Trust Deed shall have the same meaning in the End Use Certificate.

We confirm that the proceeds of the debentures have been utilized by the company for the following purpose:

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Particulars Amounts in Rs. Cr.
Proceeds from issuance 350.00
End Use:
Making payments for all fees, costs and other General Expenses incurred 17.68
in relation to the issue, as approved by Debenture
Making payments to the Guarantor under the Turnkey Contract 271.79
The Company has invested the unutilized amount in fixed deposit 58.55
Balance amount has been kept in Escrow Bank Account 1.98
TOTAL 350.00
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This is in accordance with Clause 4.60 (Purpose) of the Debenture Trust Deed.

For Mac Charles (India) Limited

Digitally signed HARISH by HARISH ANAND ANAND Date: 2025.02.13 18:34:17 +05'30'

Authorised Signatory

STATEMENT INDICATING THE UTILIZATION PROCEEDS OF NON CONVERTIBLE DEBENTURE

A. Statement of utlization of issue proceeds on Non - Convertible Debenture:

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Amounts in Crores
If 8 is Yes then
specify the
Name of the Issuer ISIN Mode of fund raising (Public Type of Instument Date of raising funds Amount Raised Funds Utilized [Any Devisation ] purpose of for Remarks
issues/Private plcament) (Yes/No) which the
funds were
utilize
1 2 3 4 5 6 7 8 9 10
Mac Charles India Limited INE435D07011 Private Placement NON- CONVERTIBLE DEBENTURES 26th July 2021 99.9 No Not Applicable The Company has invested
Mac Charles India Limited INE435D07029 Private Placement NON- CONVERTIBLE DEBENTURES 31st January 2022 25 No Not Applicable the unutlised amount under
Mac Charles India Limited INE435D07037 Private Placement NON- CONVERTIBLE DEBENTURES 12th August 2022 25 No Not Applicable fixed deposit amount to ₹
Mac Charles India Limited INE435D07060 Private Placement NON- CONVERTIBLE DEBENTURES 15th December 2022 25 289.47 No Not Applicable 58.55 Crores and balance
Mac Charles India Limited INE435D07086 Private Placement NON- CONVERTIBLE DEBENTURES 22nd May 2023 50 No Not Applicable amount has been kept in
Mac Charles India Limited INE435D07102 Private Placement NON- CONVERTIBLE DEBENTURES 19th December 2023 25 No Not Applicable Escrow Bank Account ₹ 1.98
Mac Charles India Limited INE435D07094 Private Placement NON- CONVERTIBLE DEBENTURES 26th December 2023 100.1 No Not Applicable Crores
B. Statement of Diviation / Variation in use of Issue Proceeds : No Deviation / Variation is use of issue proceeds
Particulars Remarks
Name Of the Listed Entity Mac Charles India Limited
Mode of fund raising Private Placement
Type of Instrument Non - Convertible Debentures
26th July 2021, 31st January 2022, 12th August 2022, 15th
December 2022, 22nd May 2023, 19th December 2023, 26th
Date of raising funds December 2023
Amount raised 350 Crore
Report filed for quarter ended 31st December 2024
Whether any approval is required to vary Not Applicable
If Yes, Details of the approval so required? Not Applicable
Date of Approval Not Applicable
Explanation for the deviation / Variation Not Applicable
Comments of the audit committee after Not Applicable
Comments of the auditors, if any Not Applicable
Objects for which fund have been raised and where there has been a deviation / variation, in the following
table:
No Diviation / variation and hence not applicable.
Diviation could mean:
a. Deviation in the object or purposes for which funds have been raised
b. Diviation in the amount of funds actually utilised as against what was original diclosed
For Mac Charles (India ) Limited
Digitally signed
HARISH by HARISH
ANAND
ANAND Date: 2025.02.13
18:34:39 +05'30'
Harish Anand
Whole Time Director
Date: 13.02.2025
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MAC CHARLES (INDIA) LTD. CIN No: L55101KA1979PLC003620

Regd. Office: Phone : 080-47222333 No.150, 1st Floor, E-mail : [email protected] Embassy Point, Infantry Road, website: www.maccharlesindia.com Bangalore - 560 001

Catalyst Trusteeship Limited Windsor, 6[th] Floor, Office No.604 C.S.T. Road, Kalina, Santacruz (East) Mumbai - 400098

Dt: 13[th] February 2025

Dear Sir/Madam,

Subject: End Use Certificate

Reference: Debenture Trust Deed dated 23[rd] Aug 2022, amended on dated 24[th] March 2023 & dated 29[th] August 2024 between Mac Charles Hub Projects Pvt Ltd (“MCHPPL”) and Catalyst Trusteeship Limited.

We refer to the Debenture Trust Deed between Mac Charles (India) Limited and Catalyst Trusteeship Limited dated 23[rd] August 2022 , DTD amended on dated 24[th] March 2023 & dated 29[th] August 2024. We hereby are issuing the end use certificate. Terms used in the Debenture Trust Deed shall have the same meaning in the End Use Certificate.

We confirm that the proceeds of the debentures have been utilised by the company for the following purpose:

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Particulars Amounts in Rs. Cr.
Proceeds from issuance 320.00
End Use:
acquisition of the Project Land (including payment of any advances / 165.37
amounts for the JDA Properties) and including towards conversion
charges, approval costs, brokerage, stamp duty, fees, costs and other
general expenses in relation to the Project Land
The Company has invested the unutilized amount in fixed deposit 154.60
Balance amount has been kept in Escrow Bank Account 0.03
TOTAL 320.00
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This is in accordance with Clause 4.60 (Purpose) of the Debenture Trust Deed.

For Mac Charles (India) Limited

HARISH Digitally signed by HARISH ANAND ANAND Date: 2025.02.13 18:33:26 +05'30'

Authorised Signatory

STATEMENT INDICATING THE UTILIZATION PROCEEDS OF NON CONVERTIBLE DEBENTURE

A. Statement of utlization of issue proceeds on Non - Convertible Debenture:

Amounts in Crores

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If 8 is Yes then
specify the
Name of the Issuer ISIN Mode of fund raising (Public Type of Instument Amount Raised Amount Raised Funds Utilized [Any Devisation ] purpose of for Remarks
issues/Private plcament) (Yes/No) which the
funds were
utilize
1 2 3 4 5 6 7 8 9 10
The Company has
INE435D07136 w.e.f. 19 December 2024 invested the unutlised
Mac Charles India Limited (INE435D07052 till 18 December 2024) Private Placement NON- CONVERTIBLE DEBENTURES 24th August 2022 135 No Not Applicable amount under fixed
deposit amount to ₹
INE435D07110 w.e.f. 19 December 2024 165.37 154.60 Crores and
Mac Charles India Limited (INE435D07045 till 18 December 2024) Private Placement NON- CONVERTIBLE DEBENTURES 20th September 2022 135 No Not Applicable balance amount has
been kept in Escrow
INE435D07128 w.e.f. 19 December 2024 Bank Account ₹ 0.03
Mac Charles India Limited (INE435D07078 till 18 December 2024) Private Placement NON- CONVERTIBLE DEBENTURES 21st December 2022 50 No Not Applicable Crores
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B. Statement of Diviation / Variation in use of Issue Proceeds : No Deviation / Variation is use of issue proceeds B. Statement of Diviation / Variation in use of Issue Proceeds : No Deviation / Variation is use of issue proceeds
Particulars Remarks
Name Of the Listed Entity Mac Charles India Limited
Mode of fund raising Private Placement
Type of Instrument Non - Convertible Debentures
Date of raising funds 24th August 2022, 20th Sepetember 2022, 21st December 2022
Amount raised 320 Crore
Report filed for quarter ended 31st December 2024
Whether any approval is required to vary the objects of the issue stated Not Applicable
If Yes, Details of the approval so required? Not Applicable
Date of Approval Not Applicable
Explanation for the deviation / Variation Not Applicable
Comments of the audit committee after review Not Applicable
Comments of the auditors, if any Not Applicable

Objects for which fund have been raised and where there has been a deviation / variation, in the following table:

No Diviation / variation and hence not applicable.

Diviation could mean:

a. Deviation in the object or purposes for which funds have been raised b. Diviation in the amount of funds actually utilised as against what was original diclosed

For Mac Charles (India ) Limited

HARISH Digitally signed by HARISH ANAND ANAND Date: 2025.02.13 18:33:54 +05'30' Harish Anand Whole Time Director Date: 13.02.2025