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Mac Charles (India) Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 912.16 Cr. P/BV 7.07 Book Value (Rs.) 98.54
52 Week High/Low (Rs.) 775/500 FV/ML 10/1 P/E(X) 0.00
Bookclosure 20/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

3.9 Provisions and contingent liabilities

The Company recognises provisions when the
Company has a present legal or constructive
obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated.
Provisions are not recognized for future operating

losses. Where there are a number of similar
obligations, the likelihood that an outflow will be
required in settlement is determined by considering
the class of obligations as a whole. A provision is
recognized even if the likelihood of an outflow with
respect to any one item included in the same class of
obligations may be small. Provisions are measured at
the present value of management’s best estimate of
the expenditure required to settle the present
obligation at the end of the reporting period. The
discount rate used to determine the present value is a
pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to
the liability. The increase in the provision due to the
passage of time is recognized as interest expense.

In the normal course of business, contingent
liabilities may arise from litigation and other claims
against the Company. Potential liabilities that are
possible but not probable of crystallising or are very
difficult to quantify reliably are treated as contingent
liabilities. Such liabilities are disclosed in the notes
but are not recognized.

3.10 Cash and cash equivalents

Cash and cash equivalents includes cash on hand and
deposits held at call with financial institutions. Bank
balances other than cash and cash equivalents
includes unpaid dividend accounts and fixed deposits
with maturity of more than three months but less than
or equal to twelve months.

3.11 Earnings per share

The basic earnings per share is computed by dividing
the net profit/ (loss) attributable to owner's of the
Company for the year by the weighted average
number of equity shares outstanding during reporting
period.

The number of shares used in computing diluted
earnings/ (loss) per share comprises the weighted
average shares considered for deriving basic
earnings/ (loss) per share and also the weighted
average number of equity shares which could have
been issued on the conversion of all dilutive potential
equity shares.

Dilutive potential equity shares are deemed converted
as of the beginning of the reporting date, unless they
have been issued at a later date. In computing diluted
earnings per share, only potential equity shares that
are dilutive and which either reduces earnings per
share or increase loss per share are included.

3.12 Borrowing costs

Borrowing costs directly attributable to the
acquisition, construction or production of a
qualifying asset are capitalised during the period of
time that is required to complete and prepare the asset
for its intended use or sale. Qualifying assets are
assets that necessarily take a substantial period of
time to get ready for their intended use or sale. Other
borrowing costs are expensed in the period in which
they are incurred. Borrowing costs consist of interest
and other costs that an entity incurs in connection
with the borrowing of funds.

3.13 Assets held for sale

The Company classifies non-current assets and
disposal groups as held for sale if their carrying
amounts will be recovered principally through a sale/
distribution rather than through continuing use.
Actions required to complete the sale/ distribution
should indicate that it is unlikely that significant
changes to the sale will be made or that the decision
to sell will be withdrawn. Management must be
committed to the sale expected within one year from
the date of classification.

For these purposes, sale transactions include
exchanges of non-current assets for other non-current
assets when the exchange has commercial substance.
The criteria for held for sale classification is regarded
met only when the assets or disposal group is
available for immediate sale in its present condition,
subject only to terms that are usual and customary for
sales/ distribution of such assets (or disposal groups),
its sale is highly probable; and it will genuinely be
sold, not abandoned. The Company treats sale of the
asset or disposal group to be highly probable when:

• The appropriate level of management is
committed to a plan to sell the asset,

• An active programme to locate a buyer and
complete the plan has been initiated,

• The asset (or disposal group) is being actively
marketed for sale at a price that is reasonable in
relation to its current fair value,

• The sale is expected to qualify for recognition
as a completed sale within one year from the date of
classification, and

• Actions required to complete the plan
indicate that it is unlikely that significant changes to
the plan will be made or that the plan will be
withdrawn.

Non-current assets held for sale and disposal groups
are measured at the lower of their carrying amount
and the fair value less costs to sell. Assets and
liabilities classified as held for sale are presented
separately in the balance sheet.

Property, plant and equipment and intangible assets
once classified as held for sale to owners are not
depreciated or amortised.

3.14 i) Standards issued and made effective

The Ministry of Corporate Affairs notified new
standards or amendment to existing standards under
Companies (Indian Accounting Standards) Rules as
issued from time to time. The Company applied
following amendments for the first-time during the
current year which are effective from 1 April 2024:

Amendments to Ind AS 116 - Lease liability in a sale
and leaseback

The amendments require an entity to recognise lease
liability including variable lease payments which are
not linked to index or a rate in a way it does not result
into gain on Right of Use asset it retains.

The amendments had no impact on the Company’s
standalone financial statements.

Introduction of Ind AS 117

MCA notified Ind AS 117, a comprehensive standard
that prescribe, recognition, measurement and
disclosure requirements, to avoid diversities in

practice for accounting insurance contracts and it
applies to all companies i.e., to all "insurance
contracts” regardless of the issuer. However, Ind AS
117 is not applicable to the entities which are
insurance companies registered with IRDAI.

The amendments had no impact on the Company’s
standalone financial statements.

ii) Standards issued but not yet effective

The Ministry of Corporate Affairs notifies new
standards or amendments to the existing standards.
There is amendment to Ind AS 21 “Effects of
Changes in Foreign Exchange Rates” such
amendments would have been applicable from 01
April 2025.

The Effects of Changes in Foreign Exchange Rates
specify how an entity should assess whether a
currency is exchangeable and how it should
determine a spot exchange rate when exchangeability
is lacking. The amendments also require disclosure of
information that enables users of its financial
statements to understand how the currency not being
exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance,
financial position and cash flows.

The amendments are effective for the period on or
after 01 April 2025. When applying the amendments,
an entity cannot restate comparative information.

The Company has reviewed the new pronouncement
and based on its evaluation has determined that these
amendments do not have a significant impact on the
Company’s Standalone Financial Statements.

Notes:

(i) Contractual obligations

The Company has not entered into any contracts to purchase, construct or develop property plant and equipment or for its repairs, maintenance or
enhancements exceeding a period of one year.

(ii) Significant estimates

Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation
is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life, if any. The useful
lives and residual values of the Company's assets are determined by management at the time the asset is acquired and reviewed periodically,
including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which
may impact their life, such as changes in technology.

(iii) Refer note 21 for mortgage.

(iv) There is no borrowing cost capitalized during the year ended 31 March 2025 and 31 March 2024.

The fair value of investment property has been determined by external independent property valuer. The said valuer is not registered under rule 2 of
Companies (Registered Valuers and Valuation) Rules, 2017.

The fair value measurement for all of the investment property has been categorised as a Level 3 fair value based on the inputs to the valuation technique
used.

Considering the revenue generating potential of the existing leasable area, the Company follows discounted cash flows technique. Discounted cash flow
approach is based on the present value of the future receivables (net) income from the operational leases/revenues. These cash flows are then discounted at
an appropriate discount rate linked with the risk adjusted discounting factor to arrive at the fair value. The future cash flows have also factored capitalization
rate.

A. The Company entered into debenture trust deed dated 19 July 2021 as amended and restated on 11 May 2023 for issue of 3,000
zero coupon, senior, secured, rated, redeemable and listed NCD. The Company issued 1,499 listed NCD, nominal value of ?1 and
15,010 listed NCD, nominal value of ?0.1 each aggregating to ?3,000 through private placement. 16,508 debentures were issued to
Standard Chartered Bank (Singapore) and 1 debenture was issued to Embassy Property Developments Private Limited. The
Company entered into debenture trust deed dated 24 November 2021 for issue of 3,000 zero coupon, senior, secured, rated,
redeemable and unlisted NCD which was amended on 2 August 2022 for issue of 500 zero coupon, senior, secured, rated,
redeemable and unlisted NCD. The Company issued 500 unlisted NCD, nominal value of ?1 each aggregating to ? 500 through
private placement. 499 debentures were issued to Standard Chartered Bank (Singapore) and 1 debenture was issued to Embassy
Property Developments Private Limited. The proceeds from issuance of debentures is being used to fund the Project Zenith. 'During
the year, the Company has fully pre-paid such non convertible debentures. There are no defaults in repayment of principal or interest
as at 31 March 2025.

B. The Company entered into debenture trust deed dated 23 August 2022 as amended on 29 August 2024 for issue of 3,200 zero
coupon, senior, secured, rated, redeemable and listed NCD. The Company issued 3,200 listed NCD, nominal value of ?1 each
aggregating to ?3,200 through private placement. These debentures were issued to Standard Chartered Bank (Singapore). The
proceeds from issuance of debentures is being used to fund Project Embassy Business Hub ('Project Hub') which is undertaken in
a wholly owned subsidiary Mac Charles Hub Projects Private Limited as per the Debenture Trust Deed. During the year, the
Company has partly pre-paid the Hub debentures i.e. to the extent of ? 2,700 face value. There are no defaults in repayment of
principal or interest as at 31 March 2025.

Terms and conditions as stated in debenture trust deed

1. Debentures as stated in point (i)A (’Zenith NCD’)

The Zenith NCD issued are zero coupon, have a yield of 16% per annum on XIRR basis.

Fund raised by the issue of Zenith NCD shall be utilized by the Company towards:

(a) making payments to the Embassy Property Developments Private Limited under the Turnkey Contract.

(b) towards any other costs in relation to the Project Zenith; and

(c) making payments for all fees, costs and other general expenses incurred in relation to the issue, as approved by the Debenture
Trustee.

The issue of Zenith NCD has been secured against:

A. First ranking equitable mortgage over:

(i) all that piece and parcel of land admeasuring 2.22 acres situated at Municipal No. 28A (Old Municipal No. 28, still earlier
Municipal No. 12), Sankey Road, Ward No. 78 (Old Corporation Site No. 2, Bellary Road), Vasanth Nagar, Bangalore, Karnataka
(PID No. 78-121-28A) and the building being constructed thereon (‘Project Zenith’)

(ii) apartments held by Company in Embassy Habitat

(iii) all that piece and parcel of the Land bearing Sy. No. 879/1, 883/3, of Maradu Village, Kanayannoor Taluk, Maradu Sub
District, Ernakulam District, measuring 4.1 acres along with a residential Building and Servant Quarters and other structures with
electric and water connection and all fixtures and fittings therein and all the improvements (Maradu Villa).

Material accounting policy information and other explanatory information to the financial statements for the year ended
31 March 2025 (cont’d)

(All amounts are in ? million, unless otherwise stated)

B. A first ranking exclusive charge over:

(i) all the Account Assets as defined under the debenture documents i.e. related escrow accounts and fixed deposits,

(ii) Company’s rights under the turnkey contract executed with Embassy Property Developments Private Limited

(iii) the Legacy Cirocco (Agreement to sell),

(iv) all receivables of the Company

(v) all movable assets in relation to the Project Zenith (including without limitation, the movable fixed assets in relation to the
Project Zenith)

(vi) all the operating account assets (current accounts)

C. A first ranking exclusive pledge of shares of Blue Lagoon Real Estate Private Limited and Neptune Real Estate Private Limited

D. Corporate guarantee from Embassy Property Developments Private Limited (Holding Company).

2. Debentures as stated in point (i)B (’Hub NCD’)

The Hub NCD issued are zero coupon, have a yield of 19.75% per annum on XIRR basis.

Fund raised by the issue of Hub NCD shall be utilized by the Company towards acquisition of the Project Hub land and conversion
charges, approval costs, brokerage, stamp duty, fees, costs and other general expenses in relation to the Project Hub land.

The issue of Hub NCD has been secured against:

A. A first ranking exclusive charge over:

(i) all the Account Assets as defined under the debenture documents i.e. related escrow accounts and fixed deposits,

(ii) all present and future amounts received/ receivable in relation to Project Hub

(iii) Squadron Developers Private Limited Account Assets as defined under the debenture documents i.e. related escrow accounts
and fixed deposits

(iv) Mac Charles Hub Projects Private Limited Account Assets as defined under the debenture documents i.e. related escrow
accounts and fixed deposits

(v) the receivables and immovable assets of Project Hub

B. A first ranking exclusive pledge of shares of Mac Charles Hub Projects Private Limited

C. Mr. Jitendra Virwani (promoter), Embassy Property Developments Private Limited (Holding Company), Mac Charles Hub
Projects Private Limited (subsidiary Company) and Squadron Developers Private Limited (fellow subsidiary) has given corporate
guarantee for ? 3,200 each.

During the year, the Company has partly pre-paid the Hub debentures and security and guarantee given by Squadron Developers
Private Limited stand released.

(ii) Term loans

The Company has obtained term loans as follows:

A. Term loan from ICICI Bank Limited ('ICICI Bank')

B. Term loan from Hero FinCorp Limited ('Hero FinCorp')

Terms and conditions as stated in agreements

1. Term loan as stated in point (ii)A

The Company has taken two loan facilities from ICICI Bank i.e. rupee term loan 1 (?6,700) and rupee term loan 2 (?800) total
amounting to ?7,500.

The funds raised from ICICI Bank shall be utilized by the Company towards:

- Towards repayment of Zenith NCDs along with accrued interest

- Balance towards capital expenditure purpose or towards lending to subsidiary company

The term loan has been secured against:

1. First ranking equitable mortgage of 300,158 square feet (floors 4th, 5th, 6th and 7th to 13th of the Project Zenith and
underlying share of land).

2. First pari-passu charge on equitable mortgage (deposit of title deeds) land parcels admeasuring 2.64 acres within
Proj ect Hub (to be released post commencement of lease rentals subj ect to maintenance of security cover of 1.5x)

3. Exclusive charge on the scheduled receivables of the Zenith Project, both present and future

4. Exclusive charge on Debt Service Reserve Account

5. Corporate guarantee from Mac Charles Hub Projects Private Limited (to be released post lease rental commencement
date)

6. Personal guarantee of Mr. Jitendra Virwani (promoter).

2. Term loan as stated in point (ii)B

The Company has taken two loan facilities from Hero Fincorp total amounting to ?2,700.

The funds raised from Hero Fincorp shall be utilized by the Company towards:

- Repayment of existing debt

- For lending to entities forming a part of the Promoter group

- General corporate purposes

- Payment of expenses in connection with the availing of facility
The term loan has been secured against:

1. Equitable mortgage of un-tied up portion of 89,784 sq ft (floors Ground, 1st, 2nd and 3rd of the Project Zenith and
underlying share of land) and exclusive charge on the Scheduled Receivables of the Zenith Project, both present and future
against Facility 1 (?2,2o0)

2. First pari-passu charge on equitable mortgage (deposit of title deeds) land parcels admeasuring 2.64 acres within Embassy
Hub Project (to be released post lease rental discounting conversion) against Facility 1.

3. Exclusive charge via equitable mortgage of 2.73 acres of "Embassy Hub Land" land owned by Mac Charles Hub Projects
Private Limited against Facility 2 (?500)

4. Interest Service Reserve Account of 12 months' interest linked to disbursed amount.

5. Corporate guarantee from Mac Charles Hub Projects Private Limited and Embassy Property Developments Private Limited
(to be released post full lease rental discounting conversion)

6. Personal guarantee of Mr. Jitendra Virwani (promoter)

7. Securities for both the facilities stand cross collateralized with each other

8. Interest rate and other details are as follows:

* The transaction has been shown at gross basis and further, the accounting for the inter-corporate deposits has been done as
per Ind AS 109.

H. During the previous year the Company has received guarantee from Mr. Jitendra Virwani, Embassy Property Developments
Private Limited Mac Charles Hub Projects Private Limited and Squadron Developer Private Limited

During the year, the Company has received guarantee from Mr. Jitendra Virwani, Mac Charles Hub Projects Private Limited
and Embassy Property Developments Private Limited.

Notes:

a. Refer Note 21 for the corporate guarantees received by the Company.

b. The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.

c. Embassy Property Developments Private Limited ('Holding Company') has given financial support to the Company to
meet its financial commitments for 12 months from the date of these financial statements.

I. Compensation of key management personnel of the Company:

(i) The remuneration of directors and other members of key management personnel during the year was
as follows:

(i) During the year ended 31 March 2023, the Company had received demand notice of ?31.65 where the Assessing Officer during the course
of the reassessment proceedings proposed to disallow the proportionate interest expense under Section 36(1)(iii) of the Income tax Act,
1961 on the grounds that interest-bearing funds were diverted as interest free advances. However, the Assessing Officer disallowed interest
expenses under section 37 of the Income tax Act, 1961 for not offering the interest income for delay in execution of contract in the subj ect.
The Assessing Officer is of the view that the Company adopts the mercantile system of accounting and the expenditure which is relevant
to the earning of an income should be deducted such that it results in the real income chargeable to taxes. The Company has filed an
appeal before the Commissioner of Income Tax (Appeals) against the order stating that the income accrued in next financial year were
not ascertainable to the Company and only accrued by the effect of cancellation of contract.

(ii) During the year ended 31 March 2025, the Assistant Commissioner of Central Tax (“Adjudication Authority”) initiated the adjud ication
proceedings under Section 73 of the Central goods and services Act, 2017 proposing the demand on the following issues:

1) Tax demand of ? 14.57 along with the applicable interest and penalty of ? 1.46 accounting to the excess input tax credit

2) Late fee along with applicable interest citing the late filing of GSTR-3B amounting ? 0.01.

After taking the documents and submissions made by the Company into consideration, the Adjudicating Authority confirmed the same
demand. The Company is in the process of filing the appeal against the demand to the Appellate Authority.

The Company has not disclosed the fair values for financial instruments such as trade receivables, cash and cash equivalents, bank
balances, other non-current financial assets other than other current financial assets, loans, other non current financial liabilities, trade
payables and other current financial liabilities because their carrying amounts are a reasonable approximation of fair value.

The borrowings of the Company do not have any comparable instrument having the similar terms and conditions with related security
being mortgaged and hence the carrying value of the borrowings represents the best estimate of fair value.

B Measurement of fair values

The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:

a) recognized and measured at fair value

b) measured at amortized cost and for which fair values are disclosed in the standalone financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into the three levels prescribed under the accounting standard. An explanation of each level is mentioned below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded
bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued
using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter
derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The Company has elected to measure all financial instruments, except investments, at amortized cost.

C Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- credit risk (refer note ii below)

- liquidity risk (refer note iii below)

- market risk (refer note iv below)

(i) Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk managem ent
framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Company’s activities.

The Company’s Board of Directors oversees how management monitors compliance with the Company’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks and financial institutions, inter-corporate deposits and other financial instruments.

The carrying amount of financial assets represents the maximum credit exposure.

The Company limits its exposure to credit risk by investing in liquid securities, short term bonds and maintaining bank balances only with
counterparties that have good credit rating. The Company invests as per the guidelines approved by the Board to mitigate this risk. Cash
is placed with reputable banks and the risk of default is considered remote.

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management
also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry.

The Company has credit policies in place and exposure to the credit risk is monitored on an ongoing basis. A majority of Company's
income is from the corporate customers by way of advance receipts and revenue from related parties. Credit evaluations are performed on
all customers requiring credit over a certain amount and there is no concentration of credit risk. Due from related parties are considered
recoverable by the management. Under the current economic conditions, management has assessed the recoverability of its trade
receivables as at the reporting date and consider them to be recoverable.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to en sure, as far as possible, that it
will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash
flows to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s debt financing
plans, covenant compliance and compliance with internal statement of financial position ratio targets. Usually the excess of funds is invested
in short term mutual funds and fixed deposits. This is generally carried out in accordance with practice and limits set by the Company. These
limits vary to take into account the liquidity of the market in which the Company operates.

(iv) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect the
Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return. Market risk comprises of currency risk and interest rate
risk. The Company is primarily exposed to fluctuation in interest rates.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and
borrowings are denominated and the respective functional currencies of transacting parties. The functional currency of the Company is ?.
Since the Company does not have any unhedged foreign currency exposure at the year end, it is not exposed to currency risk.

(iv) Market risk (cont’d)

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The
Company’s exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest
rates.

Interest rate risk
Exposure to interest rate risk

The exposure of the Company's borrowing to interest rate at the end of the reporting period are as follows :-

C. Cumulative income or expenses included in other comprehensive income

There are no cumulative income or expenses included in other comprehensive income relating to the disposal group.

D. Measurement of fair values

Fair value is determined by independent valuer for these assets held under sale.

43 An operating segment is a component that engages in business activities from which it may earn revenues and incur expenses and for which
discrete financial information is available. The operating segments’ operating results are reviewed by the Chief Operating Decision Maker
("CODM") to make decisions about resources to be allocated to the segments and assess their performance. The real estate
(commercial/residential) segment have not yet commenced its operations as the assets are still under development and the results of such
operations are not reviewed by the CODM separately as of now. Accordingly, there is only one segment of business i.e. sale of electricity
which is being focused and reviewed by the CODM. Further, the Company operates only in India. Accordingly, separate disclosures as per
the requirements of Ind AS 108, Operating Segments, are not considered necessary.

e. There are no guarantee, security or the like provided to or on behalf of the Ultimate Beneficiaries.

f. The Company has complied with provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been
complied with for such transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).

(5 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies

(Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting
software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each
and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made
and ensuring that the audit trail cannot be disabled.

The Company, in respect of the financial year commencing on 1 April 2024, has used an accounting software for maintaining books of
accounts. The Company has enabled the feature of recording audit trail (edit log) except that the audit trail feature was not enabled for
changes made using privileged access rights for direct data changes at the database level. Other than consequential impact of the above,
there was no instance of the audit trail feature being tampered with. Further, the Company has preserved the audit trail feature as per the
statutory requirements for record retention in the accounting software except that audit trail at the database level has not been preserved by
the Company for the period 01 April 2023 to 09 January 2024.

46 Other statutory Information

a) The Company does not have any benami properly, where any proceeding has been initiated or pending against the Company for holding
any benami property.

b) The Company does not have any transactions and outstanding balances during the current as well previous year with Companies struck
off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

c) The Company does not have any charges or satisfaction which is yet to be registered With ROC beyond the Statutory period.

d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

e) The Company has not defaulted in repayment of loans, or other borrowings or payment of interest thereon to any lender.

f) The Company has not been declared as willful defaulter by the bank or financial institution (as defined under Companies Act, 2013) or
consortium thereof, in accordance with the guideline on willful defaulter issued by the Reserve Bank of India.

g) The Company has not revalued its property, plant and equipment (Including right -of - use assets) or intangible assets during the year
ended 31 March 2025.

h) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions
of the Income T ax Act, 1961).

i) In the opinion of the board of directors, assets, loans and advances have a value on realization in the ordinary course of the business at
least equal to the amounts at which they are stated and provision for all known liabilities have been made.

j) The Company did not have any long-term contracts including derivative contracts for which there were any foreseeable losses.

k) The Company is engaged in business of providing infrastructural facilities as per section 186(11) read with Schedule lll of the Act,
accordingly disclosure as per section 186(4) of the Act is not applicable.

47 Additional information as required under paragraph 5 of Part II of the Schedule III to the Act, to the extent either "Nil" or "Not applicable"
has not been furnished.

48 During the year, the Board of Directors of the Company has approved Scheme of Arrangement ('the Scheme') 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 Scheme has been filed with Bombay Stock Exchange, however the approval is
pending to be received.

49 Previous year's comparatives have been regrouped wherever necessary to conform to the current year's presentation and any such
reclassification/regrouping is immaterial to the users of the financial statements.

As per our report of e ven date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Mac Charles (India) Limited

Firm Registration N°.: 001076N/N500013 CIN: L55101KA1979PLC003620

Sd/- Sd/-

Sd/-

Madhu Sudan Malpani P R Ramakrishnan Harish Kumar Anand

Partner Director Whole Time Director

Membership No. 517440 DIN: 00055416 DIN: 10198737

Place: Bengaluru

Date: 16 May 2025 S

Sd/- Sd/-

Richa Saxena Ankit Shah

Company Secretary Chief Financial Officer

ACS No. 17163

Place: Bengaluru Place: Bengaluru

Date: 16 May 2025 Date: 16 May 2025


 
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