Mac Charles (India) Ltd. — Audit Report / Information 2025

Feb 12, 2026

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

To February 12, 2026 The General Manager- Listing BSE Limited 24[th] Floor, P J Towers, Dalal Street, Fort Mumbai - 400001

Dear Sir/Madam,

Sub: Submission of Security Cover for the Quarter Ended 31[st] December 2025

This is to inform you, pursuant to the provisions of Regulation 54 of SEBI LODR, we are hereby submitting Security Cover for quarter ended December 31, 2025.

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: 2026.02.12 21:13:05 +05'30' ………………………………………

Richa Saxena

Company Secretary and Compliance Officer

ACS No A17163

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Statement containing details of senior, secured, redeemable, listed, rated non-convertible debentures (‘NCDs’) of the Company outstanding as at 31 December 2025 and security cover maintained against such securities pursuant to Operational circular SEBI/HO/DDHS/P/CIR/2023/50 dated 31 March 2023.

III. Details of senior, secured, redeemable, listed, rated NCDs’ of the Company outstanding as at 31 December 2025

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S.No ISIN Series Outstanding as on
31 December 2025
including interest
(Amount in ₹ million)
1 INE435D07144 w.e.f. 24 September 2025 Zero coupon, senior, secured, redeemable, listed, rated NCDs (DTD as 500.00
(INE435D07128 w.e.f. 19 December amended on 01 August 2025)
2024 till 23 September 2025)
(INE435D07078 till 18 December 2024)
2 NA Accrued redemption premium on point 1 above (DTD as amended on 01 363.29
August 2025)
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IV. Computation of Security Cover Ratio as on 31 December 2025 pursuant to SEBI circular dated 31 March 2023 - Table on net summary basis on consolidated level in order to provide the overall/ holistic picture of the borrowings and security cover provided by the issuer

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Column A Column B Column C [i] Column D [ii] Column E [iii] Column F Column G
Exclusive Exclusive Related to only
charge charge those items covered
Assets not by this certificate
Particulars Description of asset for which this Debt for Other secured offered as (Total C to E) Market Value for
certificate relate which this debt security Assets charged on
certificate Exclusive basis
being issued
Book Book Book
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				value		value	value
ASSETS
Property, plant and equipment	Land, plant and machinery, computers				-	20.21	165.34	185.55	-
	and vehicles
Investment property	Land and project 'Zenith'					6,102.42	-	6,102.42	-
Land and ancillary cost *	Land acquired for Project "Embassy			1,680.38				1,680.38	6,466.17
	Business Hub"
Investment property under development	IPUD (Project Zenith)				-	219.85	-	219.85	-
Investments	Investment in subsidiaries,		equity		-	2,035.20	2,797.28	4,832.48	-
	shares and mutual funds
Loans	Loans given to subsidiaries and		other		-	-	3,678.80	3,678.80	-
	loans
Trade receivables	Trade receivables				-	-	19.79	19.79	-
Cash and cash equivalents	Cash and cash equivalents				-	0.15	7.33	7.48	-
Bank balances other than cash and cash	Bank balances other than cash and				-	76.92	38.16	115.08	-
equivalents	cash equivalents
Asset held for sale	Assets classified as held for sale				-	-	4.57	4.57	-
Others	Security deposits, income tax	assets,		201.80		-	694.49	896.29	-
	prepaid expense, balance		with
	government authorities,		rent
	equalisation and other assets
Total				1,882.18		8,454.75	7,405.76	17,742.70	6,466.17
LIABILITIES
Debt securities to which this certificate pertains	Debentures issued			852.97		-	-	852.97	863.29
Term loans and vehicle loans	Term loans and vehicle loans				-	10,730.87	-	10,730.87	-
Trade payables	Trade payables				-	-	87.04	87.04	-
Others	Lease deposit, deferred revenue,				-	-	677.98	677.98	-
	capital creditors, other current	financial
	liabilities, provisions, other current and
	non-current liabilities,	liabilities
	associated with discontinued
Total				852.97		10,730.87	765.02	12,348.86	863.29
Cover on book value				2.21
Cover on fair value									7.49

• The assets given as security also include the assets of Mac Charles Hub Projects Private Limited. Assets of Mac Charles Hub Projects Private Limited include land amounting to ₹ 1,571.38.12 million included in 'Investment Property', non refundable security deposit, Ind AS adjustment towards the refundable security deposit and stamp duty amounting to ₹ 113.66 million included in 'Investment property under development', advance paid for acquisition of land amounting to ₹ 108.75 million included in 'Advances' and refundable security deposit and its Ind AS adjustment amounting to ₹ 93.05 million included in 'Others'.

For Mac Charles (India) Limited

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HARISH KUMAR Digitally signed by HARISH KUMAR ANAND
ANAND Date: 2026.02.12 20:56:35 +05'30'
Harish Kumar Anand
Whole-time Director
Place: Bengaluru
Date: 12 February 2026
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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 Certificate on compliance with financial covenants and covenants other than financial covenants of the listed Non-convertible debt securities pursuant to Regulation 15(1)(f) of SEBI (Debenture Trustees) Regulations, 1993 read with Clause 2.1 of Chapter VI of SEBI operational circular for Debenture Trustees dated 31 March 2023

To The Board of Directors Mac Charles (India) Limited 1st Floor Embassy Point 150 Infantry Road Bangalore-560001

1. This certificate is issued in accordance with the terms of our engagement letter dated 15 October 2025 with Mac Charles (India) Limited (‘the Company’).

2. The accompanying Statement containing details of compliance with the financial covenants and covenants other than financial covenants as per the terms of debenture trust deed of the listed debt securities of the Company outstanding as at 31 December 2025 (hereinafter referred to as ‘the Statement’) has been prepared by the Company’s management for the purpose of submission of the Statement along with this certificate to the Debenture Trustee of the Company, pursuant to the requirements of Regulation 15(1)(f) of SEBI (Debenture Trustees) Regulations,1993 (as amended) (‘Debenture Trustees Regulations’) read with Clause 2.1 of Chapter VI of SEBI operational circular for Debenture Trustees dated 31 March 2023 (collectively referred to as ‘the Regulations’). We have initialled the Statement for identification purposes only.

3. The Company has entered into a Debenture Trust Deed dated 23 August 2022 as amended and restated on 01 August 2025, entered between the Company and Catalyst Trusteeship Limited in relation to 3,200 senior, secured, redeemable, listed, rated non-convertible debentures (‘NCD’) (referred to as listed debt securities) of a nominal value of ₹ 1 million each amounting to ₹ 3,200 million out of which the Company has issued 3,200 senior, secured, redeemable, listed, rated NCD until 31 December 2025.

Management’s Responsibility for the Statement

1. The preparation of the Statement, including the preparation and maintenance of all accounting and other relevant supporting records and documents, is solely the responsibility of the management of the Company. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

2. The management is also responsible for ensuring the compliance with the requirements of the Regulations and the Debenture Trust Deed for the purpose of furnishing this Statement and for providing all relevant information to the Debenture Trustee.

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Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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

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Independent Auditor’s Certificate on compliance with financial covenants and covenants other than financial covenants of the listed Non-convertible debt securities pursuant to Regulation 15(1)(f) of SEBI (Debenture Trustees) Regulations, 1993 read with Clause 2.1 of Chapter VI of SEBI operational circular for Debenture Trustees dated 31 March 2023 (cont’d)

Auditor’s Responsibility

1. Pursuant to requirement of the Regulations as referred to in paragraph 2 above, it is our responsibility to express limited assurance in the form of a conclusion as to whether anything has come to our attention that cause us to believe that the:

2. a. Details included in the accompanying Statement with respect to the compliance with the financial covenants is not as per the terms of Debenture Trust Deed of the listed debt securities of the Company outstanding as at 31 December 2025 and the amounts used in computation of:

   • i. Net worth of the guarantor Embassy Property Developments Private Limited (‘Guarantor’) as mentioned in section II in the accompanying Statement has not been accurately extracted from the audited standalone financial statements of such Guarantor for the year ended 31 March 2025 and;

   • ii. Loan to value ratio has not been accurately computed basis the unaudited standalone financial results of the Company which have been subjected to limited review pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (‘SEBI (LODR)’), underlying books of account and other relevant records and documents maintained by the Company and Mac Charles Hub Projects Private Limited (‘Subsidiary’) for the quarter ended 31 December 2025.

3. b. Declaration given by the management as included in Section III of the accompanying Statement regarding compliance with the covenants other than financial covenants as per the terms of Debenture Trust Deed of the listed debt securities of the Company outstanding as at 31 December 2025, is in all material respects, not fairly stated.

4. The unaudited standalone financial results, referred to in paragraph 6(a)(ii) above, have been reviewed by us, on which we have expressed an unmodified conclusion vide our report dated 12 February 2026. Our review of financial results was conducted 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 (‘the ICAI’). This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial information is free of material misstatement. A review is limited primarily to inquiries of the Company personnel and analytical procedures applied to the financial data and thus, provides less assurance than an audit. We have not performed an audit and accordingly, we did not express an audit opinion.

5. The audited standalone financial statements of the Guarantor for the year ended 31 March 2025 referred to in paragraph 6(a)(i) above, were audited by another firm of Chartered Accountants, N Kiran & Associates, who have expressed an unmodified opinion vide their report dated 27 May 2025. The audit of these financial statements was conducted in accordance with Standards of Auditing specified under Section 143(10) of the Companies Act, 2013 and other applicable authoritative pronouncements issued by the ICAI. Those Standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

6. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (‘the Guidance Note’) issued by the ICAI. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the ICAI.

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Chartered Accountants

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Independent Auditor’s Certificate on compliance with financial covenants and covenants other than financial covenants of the listed Non-convertible debt securities pursuant to Regulation 15(1)(f) of SEBI (Debenture Trustees) Regulations, 1993 read with Clause 2.1 of Chapter VI of SEBI operational circular for Debenture Trustees dated 31 March 2023 (cont’d)

1. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement; and consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The procedures selected depend on the auditor’s judgment, including the assessment of the areas where a material misstatement of the subject matter information is likely to arise. We have performed the following procedures in relation to the accompanying Statement:

2. a) Obtained the details of financial covenants as stated in Debenture Trust Deed in respect of the NCDs of the Company outstanding as at 31 December 2025;

3. b) Obtained fair valuation reports of the ongoing projects for computation of such financial covenants;

4. c) Understood the basis of computation of such financial covenants and verified that the computation of financial covenants as on 31 December 2025 is in accordance with the basis of computation as mentioned in the Debenture Trust Deed;

5. d) Obtained the audited standalone financial statements of Guarantor for the year ended 31 March 2025 from the management of the Company and traced the value of assets and liabilities from such audited standalone financial statements for the purpose of calculation of net worth, as included in the accompanying Statement;

6. e) With respect to covenants other than financial covenants as mentioned Section III of the accompanying statement, the management has represented and confirmed that the Company has complied with all the other covenants, as prescribed in the Debenture Trust Deed as mentioned in paragraph 3 above. We have relied on the same and not performed any independent procedure in this regard;

7. f) Verified the arithmetical accuracy of the Statement; and

8. g) Obtained necessary representations from the management.

Conclusion

1. Based on our examination and the procedures performed as per paragraph 11 above, evidences obtained, and the information and explanations given to us, along with the representations provided by the management, nothing has come to our attention that cause us to believe that the:

2. a. Details included in the accompanying Statement with respect to the compliance with the financial covenants is not per the terms of Debenture Trust Deed of the listed debt securities of the Company outstanding as at 31 December 2025 and the amounts used in computation of:

   • i. Net worth of the Guarantor, as mentioned in section II in the accompanying Statement has not been accurately extracted from the audited standalone financial statements of such Guarantor for the year ended 31 March 2025 and;

   • ii. Loan to value ratio has not been accurately computed basis the unaudited standalone financial results of the Company which have been subjected to limited review pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI LODR, underlying books of account and other relevant records and documents maintained by the Company and its Subsidiary for the quarter ended 31 December 2025.

3. b. Declaration given by the management as included in Section III of the accompanying Statement regarding compliance with the covenants other than financial covenants as per the terms of Debenture Trust Deed of the listed debt securities of the Company outstanding as at 31 December 2025, is in all material respects not fairly stated.

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Chartered Accountants

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Independent Auditor’s Certificate on compliance with financial covenants and covenants other than financial covenants of the listed Non-convertible debt securities pursuant to Regulation 15(1)(f) of SEBI (Debenture Trustees) Regulations, 1993 read with Clause 2.1 of Chapter VI of SEBI operational circular for Debenture Trustees dated 31 March 2023 (cont’d)

Other matter

1. The standalone financial statements of the Guarantor as referred to in paragraph 6(a)(i) above for the year ended 31 March 2025 were audited by N Kiran & Associates, who have expressed an unmodified audit opinion vide their report dated 27 May 2025 and whose report has been furnished to us by the management and which has been relied upon by us for the purpose of our examination of the Statement. Our conclusion is not modified in respect of this matter.

Restriction on distribution or use

1. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Regulations. Our obligations in respect of this certificate are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have or have had as the statutory auditors of the Company or otherwise. Nothing in this certificate, nor anything said or done in the course of or in connection with the services that are the subject of this certificate, will extend any duty of care we may have in our capacity as statutory auditors of the Company.

2. The certificate is addressed to and provided to the Board of Directors of the Company solely for the purpose of enabling it to comply with the requirements of the Regulations, which inter alia, require it to submit this certificate along with the Statement to the Debenture Trustee of the Company, and therefore, this certificate should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Walker Chandiok & Co LLP Chartered Accountants Firm’s Registration No.: 001076N/N500013

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Digitally signed by Madhusud Madhusudan Malpani an Malpani Date: 2026.02.12 21:03:10 +05'30' Madhu Sudan Malpani Partner Membership No.: 517440 UDIN: 26517440MJFAVC2117

Place: Gurugram Date: 12 February 2026

Chartered Accountants

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Statement containing details of compliance with the financial covenants and covenants other than financial covenants as per the terms of debenture trust deed ('DTD') of the listed debt securities of the Company outstanding as at 31 December 2025

I. Details of senior, secured, redeemable, listed, rated Non - convertible Debentures ('NCD's') of the Company outstanding as at 31 December 2025

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S.No ISIN Series Outstanding as on
31 December 2025
including interest
(Amount in ₹ million)
1 INE435D07144 w.e.f. 24 September 2025 Zero coupon, senior, secured, redeemable, listed, rated 500.00
(INE435D07128 w.e.f. 19 December 2024 NCDs (DTD as amended on 01 August 2025)
till 23 September 2025) (INE435D07078
till 18 December 2024)
2 Accrued redemption premium on point 1 above (DTD as 363.29
NA
amended on 01 August 2025)
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• II. The covenants criteria as per the terms of debenture trust deed, and the Company’s compliance with such covenants

(1) (2)

Remarks Refer note a below Refer note b below Financial Covenants for zero coupon, senior, secured, redeemable, listed, rated non-convertible debentures (DTD dated 23 August 2022 as amended and restated on 01 August 2025) Particulars Audited financial statements as at 31 March 2025 Guarantor net worth shall, at all times, be not less than ₹ 10,000 millions Net worth as on 31 March 2025 for the guarantor is ₹ 40,869.77 millions. The Company shall ensure that the loan to value ratio ('LTV') on any LTV testing date shall not be more than 66.66%. 13.35% as on 31 December 2025

Notes:

a. Guarantor net worth as mentioned in the DTD dated 23 August 2022 as amended and restated on 01 August 2025 (A) The Company shall ensure that until the final settlement date the guarantor net worth shall, at all times, in relation to Embassy Property Developments Private Limited ("EPDPL"), be not less than ₹ 10,000 million.

• (B) For the purposes of above Paragraph

“Guarantor net worth” means on any particular date (a) the aggregate of the asset value of all assets of the guarantor on such date; less (b) the liabilities of the guarantor on such date.

“Asset value” means in relation to any asset of the guarantor, on any particular date.

(i) The fair value of such asset, as set out in a valuation report which is (i) prepared by an independent valuer acceptable to debenture trustee; and (ii) not more than 3 months older than such date; or

(ii) If the fair value of such asset cannot be determined based on the requirements set out in paragraph above, the book value of such asset as set out in the last audited financial statements of the guarantor.

"Liabilities” means on any particular date and in relation to the guarantor, aggregate of all the liabilities (including contingent liabilities) of the guarantor as set out in the last audited financial statements of the guarantor

“Guarantor” here means Embassy Property Developments Private Limited ('EPDPL'), a company incorporated under the laws of India with corporate identification number U85110KA1996PTC020897 and having its registered office at I Floor, Embassy Point #150 Infantry Road Bangalore, Karnataka 560001 India.

All assets value as per the audited standalone financial statements of EPDPL 104,359.36 million as on 31 March 2025

Liabilities (including contingent liabilities) as per the audited standalone financial 63,489.59 million statements of EPDPL as on 31 March 2025 Guarantor's net worth as on 31 March 2025 40,869.77 million

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Statement containing details of compliance with the financial covenants and covenants other than financial covenants as per the terms of debenture trust deed ('DTD') of the listed debt securities of the Company outstanding as at 31 December 2025 (cont'd)

• b. Loan to value

The Company shall ensure that the loan to value ratio (LTV) on any LTV testing date shall not be more than 66.66%.

• (A) As mentioned in DTD dated 23 August 2022 as amended and restated on 01 August 2025

• “LTV testing date” means the following dates:

• (a) the first pay in date;

• (b) the date falling at the end of 90 days from the first deemed date of allotment;

• (c) the date falling at the end of 180 days from the first deemed date of allotment; and

• (d) thereafter, on every 31 March and 31 December respectively.

“Pay in date ” means, in relation to each tranche of debentures, the date on which each applicant for such tranche of debentures makes payment to the Company for the debentures to be allotted to it in accordance with the relevant placement memorandum, and which is identified in the relevant placement memorandum as the “pay in date”.

LTV formula as per the debentres trust deed

LTV = [D/EV] x100

“D” is on any day the aggregate amount of the debt (net of funds held in the MCIL designated account and the hub SPV designated account) as at that date provided that where the loan to value ratio is being calculated as at any pay in date, such calculation shall be made as if all the debentures proposed to be allotted on such pay in date have already been paid for and allotted; and

Therefore D = Debt obligation (including interest) net of funds held being ₹ 863.29 million

“EV” is, on any date, the aggregate value of the project land mortgaged in favour of the debenture trustee, set out in the then most recent valuation report provided by the Company, pursuant to this deed.

Therefore EV = Fair value of the project land mortgaged as on 31 December 2025 being ₹ 6,466.17 million

LTV as on LTV testing date (31 December 2025) 13.35%

III. Management Declaration

We confirm that the Company has complied with all the following covenants as included in the DTD dated 23 August 2022 as amended and restated on 01 August 2025:

A. Part (a) negative covenants mentioned in para 10.2 of debenture trust deed

B. Part (b) negative covenants mentioned in para 10.2 of debenture trust deed

C. Part (c) informative covenants mentioned in para 10.2 of debenture trust deed

For Mac Charles (India) Limited

HARISH Digitally signed by HARISH KUMAR KUMAR ANAND ANAND Date: 2026.02.12 20:54:32 +05'30' Harish Kumar Anand Whole-time Director

Place: Bengaluru Date: 12 February 2026

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