Your directors take pleasure in presenting the 45^th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The summarized standalone performance of the Company for the financial year 2024-25 and 2023-24 is given
below:

2. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Regulation 33 of
the ( SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015, and applicable
provisions of the Companies Act, 2013 read with the
rules made thereunder, the Consolidated Financial
Statements of the Company for the financial year 2024¬
25 have been prepared in compliance with applicable
Accounting Standards and on the basis of audited
financial statements of the Company and its
subsidiaries , as approved by the respective Board of
Directors.

3. COMPANY’S PERFORMANCE:

During the financial year 2024-25, the overall revenue
of the Company was INR 731.02 million against the
previous year’s revenue of INR 519.62 million, which
includes revenue from sale of electricity, rental and
other income. The profit/ (loss) before tax for FY 2024¬
25 was INR (590.75) million registering loss of INR
(431.74) million for FY 2023-24.

4. FUTURE PROSPECTS:

Your Company has diversified into the real estate &
property development business as per amended and

approved Main Objects clause of the Memorandum of
Association of the Company. The construction of a
landmark commercial building is in progress at the
erstwhile site of the Le Meridien hotel to leverage the
robust demand for Grade A office space in Central
Business District (CBD) Bangalore. This is expected to
secure a better return on capital employed & enhance
the long-term interests of the shareholders.

5. DIVIDEND:

During the year under review, the Board of Directors
of your company, have not declared any Dividend for
the current financial year.

6. TRANSFER TO RESERVES:

During the year under review, it has been proposed not
to transfer any amount to reserves.

7. HOLDING AND SUBSIDIARY COMPANIES:

During the year under review, M/s. Embassy Property
Developments Private Limited continues to be the
Holding Company.

During the year, the Company has 4 wholly owned
subsidiaries (WOS), namely Mac Charles Hub Projects
Private Limited, Blue Lagoon Real Estate Private
Limited, Neptune Real Estate Private Limited and
Embassy Prism Ventures Limited (acquired on 13^th
September 2024), which are Non-listed Indian
subsidiaries.

A Statement containing the salient features of the
financial statement of the WOS in Form AOC-I
(pursuant to first proviso to sub-section (3) of section
129 read with rule 5 of Companies (Accounts) Rules
2014) is attached to this report.

8. MANAGEMENT DISCUSSION & ANALYSIS
AND CORPORATE GOVERNANCE:

Report on Management Discussion & Analysis and
Corporate Governance and Compliance Certificate on
Corporate Governance is annexed to this Report.

9. CORPORATE GOVERNANCE:

A separate section on Corporate Governance standards
followed by your Company, as stipulated under
Regulation 27 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is annexed to this Report. The Report on Corporate
Governance also contains disclosures required under the
Companies Act, 2013.

A Certificate from Mr. Umesh Maskeri, Practicing
Company Secretary, regarding compliance with the
conditions of Corporate Governance, as stipulated under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed to the Report.

10. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Securities and Exchange Board of India (‘SEBI’), in
May 2021, introduced new sustainability related reporting
requirements to be reported in the specific format of
Business Responsibility and Sustainability Report
(‘BRSR’). Further, SEBI has mandated top 1,000 listed
companies, based on market capitalization, to submit
BRSR. Our Company was in the top 1000 listed entities
during the FY 2022-23 and as per the new sub-regulation
(2A), the regulations based on market capitalization will
continue to apply to a listed entity unless its ranking
changes, resulting in the entity falling outside the
applicable threshold for three consecutive years, as per the
list prepared under Regulation 3(2).

Hence, in compliance with the provisions of Regulation 34
of the Listing Regulations, Business Responsibility and
Sustainability Report describing initiatives taken from an
environmental, social and governance perspective is
attached to this report.

11. MATERIAL CHANGES AND

COMMITMENTS:

a) During the year under review, the company has
redeemed the below listed and unlisted debentures:

Listed NCDs:

(i) 5000 NCDs @Rs.1,00,000/- each aggregating to
Rs.50 Crores.

(ii) 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores.

(iii) 10010 NCDs @Rs.1,00,000/- each aggregating to
Rs. 100.10 Crores

(iv) 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores.

(v) 999 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 99.99 Crores

(vi) 1350 NCDs @ Rs.10,00,000/- each aggregating
to Rs. 135 Crores

(vii) 1350 NCDs @ Rs.10,00,000/- each aggregating
to Rs. 135 Crores

Unlisted NCDs:

(i) 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores

(ii) 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores

(b)Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo and other
Disclosures:

The disclosures to be made under sub-section (3) (m) of
Section 134 of the Companies Act 2013 read with Rule
(8)(3) of the Companies (Accounts) Rules, 2014 by your
Company are furnished below:

• ENERGY CONSERVATION:

Conservation of energy continues to be top priority of
management. The information on energy conservation is
detailed below:

Please regroup the contents stated under paragraphs (a) to
(g) under the following heads:

i) The steps taken or impact on conservation of energy

ii) The steps taken by the company to utilize alternate
sources of energy

iii) The capital investment on energy conservation
equipments

iv) During the year under review, the Company has
generated about 1,66,00,104 units’ green power which
is being sold to GESCOM & HESCOM & Vikas
Telecom Pvt. Ltd.

• TECHNOLOGY ABSORPTION:

In the opinion of the Board, the required particulars
pertaining to technology absorption under Section 134
of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not applicable,
as industry in which Company operates does not have
any significant manufacturing operations.

• FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Foreign Exchange Earnings during the year is NIL.
There is no Foreign Exchange utilization during the
year.

(c) Directors and Key Managerial Personnel:

As on the date of this Report, the Company has Six (6)
Directors consisting of three (3) Independent Directors
and three (2) Non- Executive Directors and (1) Executive
Director.

The Key Managerial Personnels of the company as on
March 31, 2025, are Mr. Harish Kumar Anand, Whole¬
Time Director, Mr. Ankit Shah, Chief Finance Officer and
Ms. Richa Saxena, Company Secretary of the Company.

i. Disqualification of Directors:

None of the directors of the Company are disqualified
pursuant to the provisions of Section 164 of Companies
Act, 2013 or debarred or disqualified from being
appointed or continuing as directors of companies by the
Securities and Exchange Board of India or Ministry of
Corporate Affairs or any such statutory authority. A
certificate from a Practicing Company Secretary in this
regard is attached to this report.

ii. Appointment / Resignation from the Board of
Directors:

• Mr. P. B. Appiah’s term as Non-Executive

Independent Director completed w.e.f. 21^st

September 2024

• Mr. S. N. Nagendra was appointed as Non-Executive
Independent Director w.e.f. 08^th August 2024 with
approval of Shareholders in the AGM.

iii. Directors retiring by rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Section 149 of the said
Act, at least 2/3rd of the total number of Directors,
excluding Independent Directors, shall be liable to retire
by rotation and out of the Directors liable to retire by
rotation, at least 1/3rd of the Directors shall retire by
rotation at every Annual General Meeting.

In view of the above, Mr. Aditya Virwani, Director (DIN
06480521) who is liable to retire by rotation and being
eligible, offers himself for re-appointment, a resolution
seeking shareholders’ approval for his re-appointmen1
forms part of the Notice.

iv. Declaration by Independent Director:

The Company has received necessary declarations from
each of the Independent Directors, under Section 149(7)
of the Companies Act, 2013, that he / she meets the criteria
of Independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirement) Regulations,
2015. Independent Directors have also confirmed that they
are not aware of any circumstance or situation which exists
or may be reasonably anticipated that could impair or
impact their ability to discharge their duties.

In the opinion of the Board, all the independent directors
are persons of integrity, possesses relevant expertise and
experience.

v. Woman Director:

In terms of the provisions of Section 149 of the Companies
Act, 2013 and Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your
Company has complied with the requirement of having at
least one Woman Director on the Board of the Company.

Ms. Tanya Girdhar, is an Independent and Women
Director of the Company.

vi. Changes in KMP:

Ms. Chandana Naidu resigned as Company Secretary of
the Company w.e.f. 31^st July 2024 and Ms. Richa Saxena
was appointed as the Company Secretary of the Company

w.e.f. 08^th August 2024.

During the year under review, the non-executive directors
of the company had no pecuniary relationship or
transactions with the Company, other than the sitting fee,
reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/Committee of
the Company and payment of fees for rendering services
in professional capacity.

vii. Board Evaluation:

The Board of Directors has carried out an annual
evaluation of its own performance, Board committees and
individual directors pursuant to the provisions of the
Companies Act, 2013 and corporate governance
requirements as prescribed by SEBI LODR Regulations
through structured questionnaire. The performance of the
Board was evaluated by the Board based on the criteria
such as the Board composition and structure, effectiveness
of the Board process, information and functioning etc. The
performance of the committees was evaluated by the
Board based on the criteria such as the composition of the
committee’s effectiveness of committee meetings, etc. The
Board and Nomination and Remuneration Committee
reviewed the performance of the individual directors based
on the criteria such as the contribution of individual
director to the Board and committee meetings like
preparedness on the issue to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, the
performance of non-independent directors, performance of
the Board and performance of Chairman was evaluated.

viii. Board Diversity:

The Company recognizes and embraces the importance of
a diverse board in its success. We believe that a truly
diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical backgrounds, age,
ethnicity, race and gender, that will help us retain our
competitive advantage. The Board Diversity Policy
adopted by the Board sets out its approach to diversity. The
policy is available on our website,
https://www.maccharlesindia.com/investor-relations.

ix. Familiarization Program for Independent
Director:

The regulatory changes on the SEBI LODR Regulations
and Companies Act,2013 are updated to the Independent
Directors at each Board Meetings held during the year.

x. Number of Meetings of the Board:

Regular meetings of the Board were held to discuss and
decide on various business policies, strategies and other
businesses. The schedule of the Board/Committee
meetings to be held in the forthcoming financial year are
circulated to the Directors in advance to enable them to
plan their time schedule for effective participation in the
meetings.

The Board of Directors met 08 (Eight) times during the
year. The intervening gap between two Meetings was
within the period prescribed under the Companies Act,
2013 and Regulations 17 of the Securities and Exchange
Board of India (Listing Obligation and Disclosure
Requirements) Regulation, 2015. Detailed information on
the meetings of the Board is included in the Corporate
Governance part of this Report.

xi. Audit Committee:

The Audit Committee met 7 (Seven) times during the year
under review. The details with respect to the composition,
powers, roles, terms of reference, etc. of the Audit
Committee are given in detail in the ‘Report on Corporate

Governance’ of the Company which forms part of this
Report.

There are no recommendations of the Audit Committee
which have not been accepted by the Board.

xii. Stakeholders’ Relationship Committee:

During the year under review, the Stakeholders’
Relationship Committee met once.

The details with respect to the composition, powers, roles,
terms of reference, etc. of the Committee are given in
detail in the ‘Report on Corporate Governance’ of the
Company which forms part of this Report.

xiii. Nomination & Remuneration Committee:

During the year under review, the Nomination and
Remuneration Committee met twice.

The details with respect to the composition, powers, roles,
terms of reference, etc. of the Nomination and
Remuneration Committee are given in detail in the ‘Report
on Corporate Governance’ of the Company which forms
part of this Report.

xiv. Risk Management Committee:

During the year under review, the Risk Management
Committee met Twice.

The details with respect to the composition, powers, roles,
terms of reference, etc. of the Risk Management
Committee are given in detail in the ‘Report on Corporate
Governance’ of the Company which forms part of this
Report.

xv. Review and Updating of Policies:

During the year under review, the Company has adopted
Quality, Environment, Health, and Safety Policy and made
changes in the Internal Complaints (IC) Committee and
Risk Management Policy. The Company did a periodical
review of the below listed policies:

1. Policy on preservation and archival of documents

2. Code of Conduct and Ethics

3. Familiarisation Programmes for IDs

4. Policy for Annual Evaluation of Board and its
Performance

5. Policy on Diversity of Board

6. CSR Policy

7. Policy on materiality of related party transactions

8. Policy on determining material subsidiary

9. Policy on determination of materiality of the disclosure
of events and information

10. Nomination and Remuneration Policy

11. Vigil Mechanism Policy

12.Succession Policy for Board and Senior Management.

The salient features of all the Policies are set out in the
Corporate Governance Report which forms part of this
Report. The Policies are also available on the website of
the Company web-link:

https://www.maccharlesindia.com/investor-relations.

xvi. Directors’ Responsibility Statement:

The Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies Act,
2013 in the preparation of the annual accounts for the year
ended March 31^st, 2025, and states that:

a) In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there was no
material departure;

b) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent to give
a true and fair view of the of the Company at the end
of the financial year under review and of the profit or
loss of the Company for the financial year ended
March 31, 2025;

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other

irregularities;

d) The directors have prepared the annual accounts on a
going concern basis;

e) The directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

xvii. Particulars of employees and details pertaining to
remuneration and other details as required under
Section 197(12) of the Act Read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

A. The information stipulated under Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished
below:

i)The ratio of the remuneration of each Director to the
median remuneration of the employees of the Company
for the financial year 2024-25 :6 times

During the year under review, Mr. Harish Kumar
Anand, Whole- Time Director, was paid the
remuneration Rs 94,13,947.

ii) The percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the
financial year:

There was a 12% increase in the remuneration of Chief
Financial Officer and 10% increase in the remuneration
of Mr. Harish Kumar Anand, Whole-time Director of
the Company, during the financial year. The same is in
Compliance with the provisions of Section 196, 197,
198, read with Schedule V and other applicable
provisions if any of the Companies Act,2013 and the

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

iii) The percentage increase in the median remuneration of
employees in the financial year: 55%

iv) The number of permanent employees on the rolls of the
Company: 35 employees.

v) Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in
the managerial remuneration: Average percentage
increase in salaries of employees other than managerial
- 16% & managerial increase - 12%. There are no
exception circumstances for increase in managerial
remuneration.

vi) The key parameters for any variable component of
remuneration availed by the directors:

The Whole-time Director is entitled to receive a fixed
salary comprising of basic salary, allowances and
perquisites. They are also eligible for performance
incentives up to a specified percentage or amount as the
case may be. The detail of the remuneration is provided
in the Corporate Governance Report forming part of the
Annual Report.

vii) Affirmation that the remuneration is as per the
remuneration policy of the company:

It is confirmed that the remuneration is as per the
remuneration policy of the company.

B. The names of the top ten employees in terms of
remuneration drawn and the name of every employee,
who:

(i) if employed throughout the financial year, was in
receipt of remuneration for that year which, in
the aggregate, was not less than one crore and two lakh
rupees ;

(ii) if employed for a part of the financial year, was in
receipt of remuneration for any part of that year, at
a rate which, in the aggregate, was not less than eight

lakh and fifty thousand rupees per month;

(iii) if employed throughout the financial year or part
thereof, was in receipt of remuneration in that
year which, in the aggregate, or as the case may be, at
a rate which, in the aggregate, is in excess of that drawn
by the managing director or whole-time director or
manager and holds by himself or along with his spouse
and dependent children, not less than two percent of the
equity shares of the company:

Considering the first proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report, excluding
the aforesaid information, is being sent to the members
of the Company and others entitled thereto. The said
information is available for inspection at the registered
office of the Company during business hours on
working days of the Company up to the date of the
ensuing AGM. Any shareholder interested in obtaining
a copy thereof, may write to the secretarial team at
investor.relations@maccharlesindia.com of the
Company.

xviii. Particulars of Contracts or Arrangements with
Related Parties:

The Company has entered into transactions with related
parties which are at arm’s length and which are in the
ordinary course of business, pursuant to the provisions of
Section 188 of the Companies Act, 2013 read with Rule
15 of Companies (meeting of the Board and its Powers)
Rules, 2014. Accordingly, particulars of the contracts or
arrangements with related parties referred to in Section
188(1) along with the justification for entering into such
contracts or arrangements in e-form AOC-2 are attached
to this Directors Report. In line with the requirements of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has formulated Policy on Related Party
Transactions which is available on the website of the
Company.

Further, there were no materially significant related party
transactions made by the Company with the Promoters,

Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the
interest of the Company at large.

xix. Compliance Certificate on Corporate
Governance:

As per SEBI (LODR) regulation, the Practicing
Company Secretary’s Certificate on compliance with the
conditions of corporate governance has been furnished
as an Annexure to this Report.

xx. Secretarial Standards:

The Company Complies with all applicable mandatory
secretarial Standards issued by the Institute of Company
Secretaries of India.

xxi. Auditors:

• Statutory Auditors and Auditors’ Report:

M/s. Walker Chandiok & Co. LLP (FRN
001076N/N500013) was appointed as the Statutory
Auditor of the Company for a term of five years till 31st
March 2025.

It is now proposed to re-appoint them for another period
of 5 years i.e., from the conclusion of this ensuing 45th
Annual General Meeting till the conclusion of 50th Annual
General Meeting of the Company to be held in the
financial year 2030-31.

The report of the statutory auditors does not contain any
qualifications, observations or adverse comments on
financial statements and matters, which have any material
bearing on the functioning of the Company and hence
there is no need to furnish any explanation or comments
from the Board of Directors thereon. During the period
under review, even though there are no audit qualifications
or adverse remarks, the notes on accounts referred to in the
Auditors’ Report are self- explanatory and therefore, do
not call for any further comments.

• Internal Auditors:

M/s. Ernst & Young LLP, Bengaluru Internal Auditors
have been conducting half yearly audits of all operations

of the Company, and their findings have been reviewed
regularly by the Audit Committee. Your directors note
with satisfaction that no material deviations from the
prescribed policy and procedures have been observed.

• Secretarial Auditor and Secretarial Auditor’s
Report:

Pursuant to the changes made under Regulation 24A of
SEBI (LODR) Regulations, 2015, Mr. Umesh P Maskeri,
Practicing Company Secretary, (COP No.: 12704,
Membership No.: FCS 4831 and Peer Review Certificate
No. 6331/2024) is proposed to be appointed as Secretarial
Auditor of the Company for a period of 5 years i.e. from
the conclusion of this ensuing 45th Annual General
Meeting till the conclusion of 50th Annual General
Meeting of the Company to be held in the financial year
2030-31 to conduct the Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013.

Secretarial Audit Report in Form MR-3 is attached to this
Directors’ Report. Management response against each
observation made in the Secretarial Audit Report has been
furnished thereon. Further, there has been no qualification,
reservation or observation made by the Secretarial Auditor
and hence does not call for any further comments
separately.

• Cost Auditor and Cost Records:

The provision of Cost audit and maintenance of cost
records as per section 148 is not applicable to the
Company.

• Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors or
Secretarial Auditor of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors
under Section 143(12) of the Act, including rules made
thereunder.

xxii. Corporate Social Responsibility (CSR):

During the year under review, the CSR Committee met
once.

The details with respect to the composition, powers, roles,
terms of reference, etc. of the Committee are given in
detail in the ‘Report on Corporate Governance’ of the
Company which forms part of this Report.

xxiii. Vigil Mechanism/Whistle Blower Policy:

Pursuant to Section 177 of the Companies Act, 2013 read
with listing Regulations, the Board of Directors at its
meeting held on 26.06.2020 has adopted a revised vigil
mechanism/whistle blower policy of the Company. The
policy provides a framework for directors and employees
to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of the Company’s
code of conduct or ethics policy. Protected disclosures can
be made by a whistle blower through an email or direct
access to the Chairman of the Audit Committee. The vigil
mechanism/whistle blower policy can be accessed on the
Company’s website at www.maccharlesindia.com.

xxiv. Disclosure as per Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has zero tolerance towards sexual
harassment at workplace and during the year under review,
your Board has constituted an internal Complaints
Committee to consider and redress complaints of sexual
harassment & also adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual
Harassment of women at Workplace ( prevention,
prohibition and Redressal) Act, 2013 and the rules framed
thereunder.

During the year under review, no complaints pertaining to
sexual harassment were received, disposed off or pending
for more than 90 days.

xxv. A statement by the company with respect to the
compliance with the provisions relating to the
Maternity Benefits Act, 1961:

The Company has complied with the Maternity Benefits
Act, 1961.

xvi. Particulars of loans, guarantees or investments
under section 186:

The particulars of loans given, guarantees provided and
investments made, if any, by the company as at March
31st, 2025, are provided in the Notes to the Financial
Statements.

xxvii. Extract of the Annual Return:

A copy of the Annual Return in Form MGT-7 as per the
requirements of Section 92(3) of the Act FY 2024-25 has
been displayed on the website of the company:
www.maccharlesindia.com.

xviii. Internal Financial Control Policy and its
adequacy:

The Board has adopted an Internal Financial Control
Policy to be followed by the Company and such policies
and procedures adopted by the Company are for ensuring
the orderly and efficient conduct of its business, including
adherence to Company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial
information. The Audit Committee evaluates the internal
financial control system periodically.

xix. Disclosures:

• Borrowing from banks:

During the year under review, there was a vehicle loan of
Rs. 15.73 million and Loan from Financial Institutions of
Rs 10200 million.

• Dues to small scale undertakings

There are no dues payable to small scale undertakings.

• Green Initiatives:

Electronic copies of the Annual Report and notice of the
ensuing AGM are sent to all the members whose email
address are registered with the Company /Depository
Participant(s) vide general circular number 17/2020 dated
14^th April,2020 from MCA. The Company is providing e-
voting facility to all members to enable them to cast their

votes electronically on all resolutions set forth in the AGM
Notice. The instructions for e-voting are provided in the
AGM Notice.

• Other declarations:

a. Declaration by the Chief Financial Officer affirming
compliance with the code of conduct is annexed with
this Report.

b. There are no material changes and commitments made
during the financial year.

c. During the financial year under review, the company is
engaged in the business of generation of electricity
through its Windmills and also development of Real
Estates.

d. The company is in the process of transferring the
unclaimed shares to demat suspense accounts /
unclaimed suspense account during the financial year
pursuant to the provisions of Regulation 39(4) and
Schedule VI of SEBI LODR.

e. Necessary disclosures of Accounting Treatment have
been made in the financial statements.

f. The Company has redeemed the below NCDs:

Listed NCDs:

- 5000 NCDs @Rs.1,00,000/- each aggregating to
Rs.50 Crores.

- 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores.

- 10010 NCDs @Rs.1,00,000/- each aggregating to
Rs. 100.10 Crores

- 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores.

- 999 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 99.99 Crores

- 1350 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 135 Crores

- 1350 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 135 Crores

Unlisted NCDs:

- 250 NCDs @ Rs.10,00,000/- each aggregating to
Rs. 25 Crores

- 250 NCDs @ Rs.10,00,000/- each aggregating to

Rs. 25 Crores

• Other Disclosures and reports:

Your directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of
the Companies Act, 2013.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

4. No significant or material orders were passed by the
Regulators or Courts of Tribunals which impact the
going concern status and Company’s operations in
future.

xx. Dematerialization:

The equity shares of the Company have been admitted for
dematerialization with both the Depositories viz., Central
Depository Services (India) Limited (CDSL) and National
Securities Depository Limited (NSDL). The ISIN allotted
to your Company’s equity shares is INE435D01014.

xxi. Listing on Stock Exchange:

The Company’s Shares are listed on BSE Limited and
scrip code of the company is 507836.

The company’s NCDs are listed on BSE Limited and scrip
code of the same is 974457

xxii. Prohibition of Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 1992, as amended from time
to time, the Code of Conduct for Prohibition of Insider
Trading (Code), as approved by the Board, is in force by
the Company. The Company also adopts the concept of
Trading Window Closure to prevent its Directors,
Officers, designated employees, their relatives and other
employees from trading in the securities of the Company
at the time when there is unpublished price sensitive
information.

xxiii. Investor Education and Protection Funds
(IEPF):

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF
Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established by
the Government of India, after the completion of seven
years.

Further, according to the IEPF Rules, the shares on which
dividend has not been paid or claimed by the shareholders
for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
During the year, the Company has transferred the
unclaimed and unpaid dividends of Rs. 55,30,460/-.
Further no shares on which dividends were unclaimed for
seven consecutive years were transferred as per the
requirements of the IEPF Rules.

xxiv. Acknowledgement:

Your directors are grateful to the Shareholders for their
support and co-operation extended to the Company for
many years. We would like to thank all our clients,
partners, vendors and other business associates for their
continued support and encouragement during the year. We

also thank the Government of India, Government of
Karnataka, Ministry of Corporate Affairs, Central Board
of Indirect Taxes and Customs, Income Tax Department
and all other regulatory agencies for their assistance and
co-operation during the year and look forward to their
continued support in the future.

On behalf of the Board of Directors
For Mac Charles (India) Limited

Sd/- Sd/-

Place: Bengaluru S. N. Nagendra Harish Kumar Anand

Date: 06.08.2025 Director Director

DIN:02533658 DIN:10198737

Registered office Website site and Email ID:

#1^st Floor, Embassy Point, 150 Infantry Road,
Bangalore-560 001
www.maccharlesindia.com
investor.relation@maccharlesindia.com