BSEInsider Trading / SAST4d ago · 1 Aug 2026, 11:01 am

The Exchange has received the Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011 on July ....

Mac Charles India Ltd · 507836

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Mac Charles India Ltd has disclosed reasons for encumbrance by promoter under SEBI (SAST) Regulations, 2011. The promoter, Embassy Property Developments Private Limited, has created a pledge over 66,81,537 equity shares of Mac Charles (India) Limited constituting 51% of the share capital in favour of Catalyst Trusteeship Limited (acting in its capacity as the debenture trustee and common security trustee).

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern6/10
Regulatory Risk8/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment5/10

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Mac Charles India Ltd - 507836 - Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011.

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28EEED36_DF3C_4A2B_B37E_B47C6A523B9F_110149.pdf

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To, Date:31.07.2026 1. The Compliance Officer MAC Charles (India) Limited 1st Floor, Embassy Point, No 150, Infantry Road, Bangalore-560001 2. Listing Department BSE Limited PJ Tower, Dalal Street, Fort Mumbai – 400 001 Dear Sir, Sub: Disclosures under Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Ref: 1. Name of the Company: Mac Charles (India) Limited 2. BSE: 507836 With reference to the above-mentioned subject, we are hereby enclosing the disclosures under regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Please take note of the same as compliance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. For Embassy Property Developments Pvt. Ltd. Devika Priyadarsini Company Secretary M.No. A49485 ANNEXURE – I Name of the Target Company (TC) Mac Charles (India) Limited Names of the Stock Exchanges where the shares of the target company are listed BSE Limited Date of reporting 31.07.2026 Name of the promoter or PAC on whose shares encumbrance has been Embassy Property Developments Private Limited created/released/invoked Details of the creation/invocation/release of encumbrance: Name of Promoter holding in the Promoter Details of events pertaining to encumbrance (3) Post event the target company (1) holding holding of promoter already encumbered (s) or encumbered shares PACs with (2) {creation him(**) [(2)+(3)] / release [(2)- (3)] / invocation No. of % of % No. % of Type of Date of Type of Reasons No. of % Name of No. of % shares total w.r.t of total event creation/ encumbrance for shares of the entity shares of share dilute shar shar (creatio invocatio (pledge/ lien/ encumbr tota in whose tota capit d es e n / n release non disposal ance l favor l al share capit release of undertaking/ot sha shares sha capit al / encumbra hers) re encumbe re al invocati nce cap red cap on it al it al Embassy 96169 73.41 73.41 - - Creatio 29 July Pledge/ others See Note 66,81,5 51 Catalyst 66,81,5 51 Property 52 % % n 2026 37 % Trustees 37 % Developm hip ents Pvt Limited Ltd acting in capacity as the debentur e trustee Catalyst Trustees Limited acting in capacity as the common security trustee Note: Calatheas Developments Private Limited (“Calatheas”) has pursuant to debenture trust deed dated 24 July 2026 entered into between Calatheas and Catalyst Trusteeship Limited in its capacity as the debenture trustee (“Debenture Trustee”) (“Debenture Trust Deed”), has issued non- convertible debentures to certain debenture holders. Embassy Property Developments Private Limited (“EPDPL”) holds 9616952 shares in Mac Charles (India) Limited (“MCIL”). Pursuant to the terms of the Debenture Trust Deed, EPDPL has created a pledge over 66,81,537 equity shares of MCIL constituting 51% of the share capital of MCIL in favour of Catalyst Trusteeship Limited (acting in its capacity as the common security trustee) on 29 July 2026. Further, one of the terms of the Debenture Trust Deed is that, upon EPDPL (a) ceasing to own at least 51% of the issued and paid up share capital of MCIL on a fully diluted basis; or (b) not directly or indirectly owning or ceasing to control, MCIL, the ‘Debt’ (as defined in the Debenture Trust Deed) in relation to the ‘Debentures’ (as defined in the Debenture Trust Deed) is required to be repaid. Such covenant is in the nature of ‘encumbrance’ (as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011) and is required to be disclosed For Embassy Property Developments Pvt. Ltd. Devika Priyadarsini Company Secretary M.No. A49485 Place: Bangalore Date: 31.07.2026 Annexure - II Format for disclosure of reasons of encumbrance Name of listed company Mac Charles (India) Limited Name of the recognised stock exchanges where the shares BSE Limited of the company are listed Name of the promoter(s) / PACs whose shares have been Embassy Property Developments Private Limited encumbered Total promoter shareholding in the listed company No. of shares – 96,16,952 % of total share capital – 73.41% Encumbered shares as a % of promoter shareholding 69.47% (See Note) Whether encumbered share is 50% or more of promoter Yes shareholding Whether encumbered share is 20% or more of total share Yes capital Details of all the existing events/ agreements pertaining to encumbrance (Date of creation of encumbrance: 24 July 2026 Date of creation of pledge: 29 July 2026) Type of encumbrance (pledge, lien, negative lien, non-disposal Pledge / others undertaking etc. or any other covenant, transaction, condition or arrangement in the (See Note) nature of encumbrance) No. and % of shares encumbered No. of shares: 66,81,537 % of total share capital: 51% (See Note) Specific details Name of the entity in whose favour shares Catalyst Trusteeship Limited acting in its capacity as the debenture about the encumbered (X) trustee and Catalyst Trusteeship Limited acting in its capacity as the common security trustee encumbrance Whether the entity X is a scheduled commercial bank, public No, Catalyst Trusteeship is engaged in inter alia providing services as security trustee and debenture trustee. financial institution, NBFC or housing finance company? If No, provide the nature of the business of the entity. Names of all other entities in the agreement See Note Whether the encumbrance is relating to any debt instruments Yes viz. debenture, commercial paper, certificate of deposit etc.? If yes, provide details about the instrument, including credit rating 1. Name of the issuer: Calatheas Developments Private Limited 2. Details of the debt instrument: senior, secured, redeemable, unlisted, unrated non- convertible debentures. 3. Whether the debt instrument is listed on stock exchanges? 4. Credit Rating of the debt instrument: NA 5. ISIN of the Instrument – INE0TYV07013 Security Cover / Value of shares on the date of event / INR 4,64,19,97,831 Asset Cover agreement (A) Amount involved (against which shares have INR 270,00,00,000 been encumbered) (B) Ratio of A / B 1.72 End use of Borrowed amount to be utilized for what purpose – The borrower amount was / will be availed for: money (a) Personal use by promoters and PACs 1. granting inter-corporate loan to Embassy Maverick Malls Private Limited (“EMMPL”) which shall be utilised by (b) For the benefit of listed company EMMPL towards initial approval costs, design costs and development costs in relation to an identified project of Provide details including amount, purpose of raising money EMMPL; 2. general corporate purposes; and making payment for all by listed company, schedule for utilization of amount, fees, costs and other general expenses incurred in relation repayment schedule etc. to the issue of the debentures issued. (a) Any other reason (please specify) For Embassy Property Developments Pvt. Ltd. Devika Priyadarsini Company Secretary M.No. A49485 Place: Bangalore Date: 31.07.2026