Mac Charles secures $65m funding for subsidiary, related-party transaction

Catalyst Trusteeship Limited disclosed an encumbrance on the equity shares of Mac Charles (India) Limited, securing 5,40,00,00,000 rupees in senior, secured, redeemable, listed, rated non-convertible debentures issued by Mac Charles Hub Projects Private Limited. This transaction is governed by a debenture trust deed dated December 8, 2025. The encumbrance represents 51.00% of the total share/voting capital and diluted share/voting capital of Mac Charles (India). A covenant states the debt is repayable if Embassy Property Developments Private Limited and Jitendra Virwani cease to own at least 51% of the subsidiary's share capital or control it.

The transaction is a material related-party transaction requiring shareholder approval via postal ballot. Embassy Property Developments Private Limited, the holding company of Mac Charles (India) with a 73.41% stake, will provide a corporate guarantee and enter into an options agreement related to the debentures. This transaction's value of 5,40,00,00,000 rupees exceeds 10% of Mac Charles (India)'s annual consolidated turnover for FY 2024-2025 (2,668.59 Crs).

An extraordinary general meeting is scheduled for December 15, 2025, through a postal ballot, with e-voting closing on January 13, 2026. This allows shareholders to vote on the corporate guarantee and options agreement. The board of directors recommends passing the proposed ordinary resolution, affirming that the transaction is in the company’s best interest.