Citadel Realty & Developers Ltd Directors Report

To The Members

Your Directors have pleasure in presenting before the Shareholders, the 66th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2026:

1. Financial Highlights:

The Companys financial performance for the financial year under review along with previous financial years figures is given hereunder: (Amount Rs. in lakhs except EPS)

Particulars	STANDALONE Financial Year ended 31st March, 2026	STANDALONE Financial Year ended 31st March, 2025	CONSOLIDATED Financial Year ended 31st March, 2026	CONSOLIDATED Financial Year ended 31st March, 2025
Revenue from Operations	393.01	354.29	393.01	354.29
Other income
Total Revenue	393.01	354.29	393.01	354.29
Expenses	29.59	38.63	29.59	38.63
EBITDA	363.42	315.66	363.42	315.66
Depreciation and Amortization
EBIT	363.42	315.66	363.42	315.66
Interest and Finance charge	152.97	158.81	152.97	158.81
Earning Before Tax (EBT)	210.45	156.85	210.45	156.85
Less: Taxation:
- Current Tax	60.38	41.01	60.38	41.01
- Deferred Tax	-	-	-	-
Total tax expense from continuing operations	60.38	41.01	60.38	41.01
Profit/Loss After Tax	150.07	115.84	150.07	115.84
Share in the Profit of the Firm	-	-	0.67	0.66
Net profit for the period	150.07	115.84	150.74	116.50
Earning Per Share (Rs.)	1.80	1.48	1.79	1.47
Diluted Per Share (Rs.)	1.80	1.48	1.79	1.47

2. BUSINESS OVERVIEW/PROSPECTS/NATURE OF BUSINESS:

During the year under review, the Company continued to demonstrate a strong financial performance on both standalone and consolidated basis. Revenue from Operations increased to Rs. 3.93 Crores from Rs. 3.54 Crores in the previous financial year, registering a growth of approximately 11%.

On a standalone basis, Net Profit for the year increased to Rs. 1.50 Crores as against Rs. 1.16 Crores in the previous year, reflecting a healthy growth of approximately 29.6%. On a consolidated basis, Net Profit increased to Rs. 1.51 Crores from Rs. 1.17 Crores in the previous financial year, representing a growth of approximately 29.4%.

The Companys profitability also improved significantly during the year, with Basic Earnings Per Share (EPS) increasing to Rs. 1.80 on a standalone basis from Rs. 1.48 in the previous year. On a consolidated basis, Basic EPS increased to Rs. 1.79 from Rs. 1.47 in the previous financial year.

The Company continues to witness encouraging demand in the affordable housing segment, which augurs well for its future growth prospects. During the year, the Company continued its focus on executing its real estate development strategy while strengthening its financial position. The joint development project undertaken with a group company for the development of a nearby slum rehabilitation project is progressing through the necessary approvals and pre-construction activities. The commencement of construction is expected in due course and is anticipated to contribute to the Companys future growth.

The Company is primarily engaged in the business of Real Estate Development, and there was no change in the nature of its business during the financial year under review.

3. DIVIDEND:

During the financial year under review, the Board of Directors declared an Interim Dividend of Re. 0.50 (5%) per Equity Share of Rs. 10/- each at its meeting held on July 14, 2025.

Particulars	FY 2025-26	FY 2024-25	Growth
Revenue from Operations (Rs. Crores)	3.93	3.54	11.0%
Standalone Net Profit (Rs. Crores)	1.50	1.16	29.6%
Consolidated Net Profit (Rs. Crores)	1.51	1.17	29.4%
Standalone Basic EPS (Rs.)	1.80	1.48	21.6%
Consolidated Basic EPS (Rs.)	1.79	1.47	21.8%

3. DIVIDEND:

During the financial year under review, the Board of Directors declared an Interim Dividend of Re. 0.50 (5%) per Equity Share of Rs. 10/- each at its meeting held on July 14, 2025.

Further, the Board of Directors has recommended a Final Dividend of Re. 0.50 (5%) per Equity Share of ? 10/- each for the financial year ended March 31, 2026, subject to the approval of the Members at the ensuing Annual General Meeting (AGM). The Final Dividend, if approved by the Members, shall be paid/dispatched within the timelines prescribed under the applicable provisions of the Companies Act, 2013 and other applicable laws.

The total dividend for the financial year ended March 31, 2026, including the Interim Dividend and the proposed Final Dividend, aggregates to Re. 1.00 (10%) per Equity Share of Rs. 10/- each.

4. TRANSFER TO RESERVES:

During the financial year under review no amount is proposed to be transferred to General Reserve.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years for the year 2017-2018 from the due date was transferred to the Investor Education and Protection Fund (IEPP).

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments occurred during the financial year 2025-26 and between the end of the financial year and the date of the Report affecting the financial position of the Company.

7. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, compliance with the provisions of Regulations 17 to 27(2) shall not be mandatory for those Companies having paid up share capital not exceeding Rs. 10 crores (Rupees Ten Crores) and net worth not exceeding Rs. 25 crore (Rupees Twenty-Five crores), as on the last day of the previous financial year.

Accordingly, annexing Corporate Governance Report under Regulation 27 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is not applicable to the Company as per Regulation 15(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as the Paid Up Share Capital And Net Worth of the Company as mentioned above, were less than 10 Crore And 25 Crore respectively as on March 31, 2026.

However, to facilitate better shareholders information and as a good governance practice, a report on Corporate Governance has been annexed to this Boards Report as Annexure 4 on voluntary basis.

8. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits, covered under Chapter V of the Companies Act, 2013.

9. DETAILS OF DIRECTORS/KMP/APPOINTED/RESIGNED DURING THE YEAR AS PER SECTION 134(3)(Q) READ WITH RULE 8(5)(III) OF COMPANIES (ACCOUNT) RULES,2014

During the Financial year under review, On the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Raj Hareshlal Kukreja (ACS: 77019) as Company Secretary and Compliance Officer of the Company w.e.f, July 14, 2025.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)/ DECLARATION FROM INDEPENDENT DIRECTORS:

a. Composition of the Board: The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non- executive directors.

There are 6(Six) Directors on the Board of the Company, headed by Mr. Devendra Shrimanker, Independent Chairperson. The Board of Directors comprises of 2(Two) Executive Director and 4(Four) Non- Executive Directors out of which 2 (Two) are Independent Directors and 2(Two) are Non- Independent Directors. The Company has an Independent Woman Director on the Board. The details of the Directors forms part of Corporate Governance Report annexed to this Boards Report. As on 31st March, 2026, the Board comprised of Mr. Devendra Shrimanker(Chairperson and Non- Executive - Independent Director), Mr. Chetan Ramniklal Shah (Non- Executive - Non Independent Director), Mrs. Sonal Mayur Shah (Non- Executive - Non Independent Director), Mr. Parmeet Shah (Whole Time Director), Mrs. Yamini Anish Shah(Non- Executive - Independent Director) and Mr. Nilesh Dhankumar Dand (Executive Director & CFO and CEO).

b. Retire by Rotation As per Provision of Companies Act, 2013, Mrs. Sonal Mayur Shah (DIN: 00199734), a Non- Executive Non- Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible for re- appointment offers herself for reappointment at the ensuing Annual General Meeting (AGM). The Board recommends her re- appointment to the shareholders of the Company at the ensuing AGM.

c. Meeting of IDs & Declaration In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 24, 2026.

The Company has received declarations from all the Independent Directors confirming that they met the criteria of Independence as prescribed under Section 149 (6) & (7) of the Companies Act, 2013 issued thereunder and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

d. Familiarization program for Independent Directors: The Company has in place a familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business / operating model of the Company, etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Companys procedures and practices.

Further, Presentations are also made at every Board Meeting on relevant topics/regulatory changes by the members of the management team.

e. Key Managerial Personnel: Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are: As on March 31, 2026: i. Mr. Nilesh Dand, Executive Director, Chief Executive Officer & Chief Financial Officer ii. Mr. Parmeet Shah, Whole Time Director iii. Mr. Raj Kukreja, Company Secretary and Compliance Officer

11. PERFORMANCE EVALUATION:

The Performance Evaluation of all Directors was undertaken pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have formalized the mode of carrying out such evaluation of all the Directors for the financial year under review. The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year, 5(five) meetings of the Board of Directors were held. The details of the meetings are as follows: May 26, 2025, July 14, 2025, August 26, 2025, November 11, 2025, February 13, 2026

13. VIGIL & WHISTLE BLOWER MECHANISM AND POSH POLICY:

The Company has duly incorporated the Vigil Mechanism / Whistle Blower in the Code of Conduct for Directors and Senior Management. Each year, necessary affirmation of compliance is made and the same is informed to the Audit Committee/Board.

The said Vigil mechanism is hosted on the website of the Company under the head of whistle blower mechanism. The mechanism has necessary provisions relating to reporting the complaint of unethical/improper conduct to the Chairman of the Audit Committee and action suitable steps to investigate, safeguarding measures of the whistle blower(s).

During the financial year under review, no complaints or alerts were received from any of the stakeholders that are reportable to the Chairman of the Audit Committee.

14. AUDIT COMMITTEE:

An Audit Committee of the Board of Directors is in existence in accordance with the provisions of sec 177 of the Companies Act, 2013. For matters relating to constitution, meetings and functions of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

A Nomination and Remuneration Committee of the Board of Directors is in existence in accordance with the provisions of sec 178 of the Companies Act 2013. For matters relating to constitution, meetings and policy of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

16. RISK MANAGEMENT POLICY:

The Board at its Meeting undertakes periodic reviews of the potential risks and its mitigation measures in line with its corporate strategy, major plans of action seting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. Presently, there is no separate Policy for Risk Management.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being formed for and engaged in real estate development (Infrastructural facilities) is exempt from the provisions of Section 186 of the Companies Act, 2013 related to any loans made or any guarantees given or any securities provided or any investments made by the Company.

18. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year under review, all the contracts or arrangements with Related Party are at arms length basis and in ordinary course of business. During the year under review, the Company has not entered into any material transactions or arrangement with related party/ies. Please refer AOC- 2 in Annexure- 1.

19. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEE:

The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2025. The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 3. However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/ Corporate Office address or by email to citadel@marathonrealty.com.

20. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS PLAN:

The Company has formulated the CRDL ESOP Plan 2025 (ESOS) in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS & SE Regulations), which has been duly approved by the Members of the Company.

Subsequent to the close of the financial year, the Company has received in- principle approval from BSE Limited for the CRDL ESOP Plan 2025, for the listing of 4,50,000 (Four Lakh Fifty Thousand) Employee Stock Options proposed to be issued under the Scheme. The grant of stock options shall be made in due course by the Nomination and Remuneration Committee in accordance with the terms of the Scheme and the applicable provisions of the SEBI SBEBS & SE Regulations, 2021, and other applicable laws.

Accordingly, as on the date of this Report, no employee stock options have been granted, vested, exercised, lapsed or cancelled under the Scheme. Consequently, the disclosure requirements prescribed under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are not applicable for the financial year under review.

21. STATUTORY AUDITORS AND THEIR AUDIT REPORT:

M/s ATMS & Co. LLP, Chartered Accountants (Firm Reg. No. W100164) were appointed as the Statutory Auditors of the Company at its Sixty (65th) Annual General Meeting to hold office for a term of five (5) consecutive years till the conclusion of the Seventieth (70th) Annual General Meeting to be held in the year 2030.

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

22. SECRETARIAL AUDITORS AND THEIR AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AUS and Co., Company Secretaries (Membership No.: A26485, C.P. No.: 18482), were appointed as the Secretarial Auditors of the Company by the Members at the 65th Annual General Meeting to hold office for a term of five consecutive years.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith as Annexure - 2 forming part of this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

23. DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

24. MERGER /AMALGAMATION:

No scheme of Merger/Amalgamation is pending as on date.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR) /COMMITMENT TOWARDS SUSTAINABILITY WHILE UNDERTAKING PROJECTS:

The submission of the BRSR for the financial year under review is not applicable to the Company.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company does not meet with criteria given under section 135 (1) of the Companies Act, 2013 pertaining to CSR contribution so provisions relating to CSR is not applicable to the Company.

27. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The particulars of Associates and Joint Venture have been disclosed in the Notes to the Financial Statement of the Company. During the financial year under review, the Company does not have any Subsidiary. The Company has one Joint venture namely Shree Swami Samarth Builders and Developers, LLP. During the financial year under review, no Company has ceased or become joint venture, subsidiary, or associate company of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys Joint Venture in Form AOC-1 is annexed to the consolidated financial statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the companys activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the company.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there were no material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the loss of the Company for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a going concern basis; v. 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 vi. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Particulars of Energy Conservation, Research and Development, Technology absorption and Foreign exchange earnings and outgo required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is mentioned hereunder.

A. Conservation of Energy 1. Steps Taken for Conservation of Energy: The Company assesses the ecological consequences resulting from significant energy consumption and subsequently implements essential measures to reduce these risks. However, enhancing energy efficiency relies on specific factors like property characteristics and location, adherence to local construction regulations, viable options for implementing decentralized renewable energy, the capacity to monitor energy usage, and the current inventory of buildings, among various other considerations. Optimum measures have been initiated to reduce energy consumption, as a part of our sustainable development initiatives with an intention to reap benefits like increasing resource efficiency (energy, water, and materials) and reducing the impact on human health and the environment.

B. Technology Absorption No Instances during the year

C. Foreign Exchange earnings & outgo The total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil

32. ANNUAL RETURN:

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2026 on its website at

33. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There were no valuations done for the purposes of one time settlement and for obtaining any loan from the Banks/Financial Institutions.

36. OTHERS:

a) MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report.

b) BOARD COMMITTEES: The Board of Directors has constituted five Committees viz.

Audit Committee,

Nomination and Remuneration Committee and

Stakeholders Relationship Committee.

Allotment Committee

Operations Committee

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors.

Detailed particulars relating to the above Committees have been furnished in the Corporate Governance report for the financial year ended 31st March, 2026.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Marathon group have in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and others are covered under this policy. During the financial year under review, no Complaints were received.

CREDIT RATING: There is no change in the credit rating and the same is disclosed in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS: The Directors state that applicable secretarial standards, i.e. SS- 1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied with by the Company.

LISTING FEE: The Annual Listing Fee for the Financial Year 2026- 27 has been duly paid within the stipulated time frame to BSE Limited.

DEMATERIALIZATION OF SHARES: Details of shares of the Company held in demat as well as in physical mode as on March 31, 2026 and March 31, 2025 are as under:

Particulars	Number of shares as on March 31, 2026	% of Total Issued Capital	Number of shares as on March 31, 2025	% of Total Issued Capital
Shares held in dematerialized form in NSDL	69,45,355	83.63	62,40,890	79.08
Shares held in dematerialized form in CDSL	11,36,791	13.69	11,49,383	14.57
Physical Shares	2,22,854	2.68	5,01,925	6.35
Total No. of shares	83,05,000	100	78,92,198	100

Note: The Company converted 6,95,000 (Six Lakh Ninety- Five Thousand) convertible warrants into 6,95,000 (Six Lakh Ninety- Five Thousand) equity shares. The equity shares so allotted were subsequently admitted for trading, and the Company received trading approval from BSE Limited on April 29, 2026.

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors as per SEBI guidelines. The shareholders, who are holding the shares of the Company in physical mode, are requested to Demat their holding at the earliest, so as to reap the corporate benefits like Transfer, Dividends, Bonus etc., without loss of time.

SERVICE OF DOCUMENTS: All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of the members whose email IDs are registered in their Demat a/c or otherwise provided by them.

A Member shall be entitled to request for physical copy of any such document. Thus, Members are requested to register their email ID with the company/RTA for speedy communication and service of documents.

37. ACKNOWLEDGMENT

The Directors take this opportunity to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the financial year.

For and behalf of the Board of Directors

Regd. Office: Marathon Futurex, N.M.Joshi Marg, Lower Parel (W), Mumbai 400 013 August 4, 2026 Place: Mumbai

Sd/- Nilesh Dhankumar Dand Executive Director, CEO & CFO DIN: 00199785

Sd/- Parmet Shah Whole Time Director DIN: 03362384

Annexure 1

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NA
b)	Nature of contracts/arrangements/transaction	NA
c)	Duration of the contracts/arrangements/transaction	NA
d)	Salient terms of the contracts or arrangements or transaction including the value, if any	NA
e)	Justification for entering into such contracts or arrangements or transactions	NA
f)	Date of approval by the Board	NA
g)	Amount paid as advances, if any	NA
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188	NA

2. Details of Material contracts or arrangements or transactions at Arms length basis.

SL. No.		Particulars			Details
a)		Name (s) of the related party & nature of relationship			Marathon Realty Pvt Ltd (Associate)
b)		Nature of contracts/arrangements/transaction			At Ordinary Course of Business
c)		Duration of the contracts/arrangements/transaction			Ongoing basis
d)		Salient terms of the contracts or arrangements or transaction including the value, if any			As per Financial Statements
e)		Date of approval by the Board			Existing, Approved RPTs.
f)		Amount paid as advances, if any			as detailed below
Sr. No.	Name of the Related Party		Nature of Relationship	Nature of Transaction	Amount as on March 31, 2026 (Rs. in Lakhs)
1	Shree Swami Samarth Builders and Developers		Joint Venture	Loan Given	3615.26
				Interest Income	393.01
2	Marathon Realty Private Ltd		Common Promoter Group	Inter Corporate Deposit taken	1235.98
				Dividend Paid	19.21
				Loan Repaid	333.22
3	Fibre Box India Private Ltd		Common Promoter Group	Inter Corporate Deposit taken	243.56
				Advance against Development of the Project	640.59

By Order of the Board For Citadel Realty and Developers Limited

Sd/- Raj Kukreja Company Secretary & Compliance Officer ACS: 77019

Dated: August 25, 2026 Place: Mumbai

Annexure 2

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members, Citadel Realty and Developers Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Citadel Realty And Developers Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my Opinion thereon.

Based on my verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2026 (Audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2026 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021; e. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021: Not Applicable to the Company during the Audit Period; h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018: Not Applicable to the Company during the Audit Period; and i. The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 [SEBI (LODR)].

vi. I further report that, having regard to the compliance system prevailing in the Company, considering and relying upon representation made by the Company and its officers for system and mechanism formed by the Company, I am of the opinion that the Company has complied with the following laws applicable specifically to the Company: a. Maharashtra Ownership Flats (Regulation and Promotion of Constructions, Sales, Management Transfer) Act, 1963; b. Maharashtra Regional And Town Planning, 1966; c. Maharashtra Apartment Ownership Act, 1970; d. Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996; e. Real Estate (Regulation and Development) Act, 2016; and f. Development Control and Promotion Regulations, 2034.

I have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. The Listing Agreements entered into by the Company with Stock Exchange(s);

During the period under review and as per the explanations and clarifications given to me and the representations made by the Management, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent of observations as mentioned below:

i. The company, during the year under review, has delayed in filing some statutory forms to the Ministry of Corporate Affairs:

I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for Meaningful participation at the meeting.

All decisions at Board Meetings and Committe Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors and Committees of the Board, as the case may be.

I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Director & Chief Executive Officer and taken on record by the Board of Directors at their meeting(s), I am of the opinion there are adequate systems and processes in place in the Company which is commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines; and the Company has responded appropriately to notices received from various statutory/ regulatory authorities including initiating actions for corrective measures, wherever found necessary.

I further report that during the audit period the company does not have any events / actions having a major bearing on the companys affairs in pursuance of laws, rules, regulations, guidelines, standards, etc. referred to above.

For AUS & Co. Company Secretaries

Sd/- Amit Uttam Surase Proprietor Membership No. 26485 C.P. No. 18482 Peer Review No.: 4507/2023 UDIN: A026485H001016034

Annexure-A

To, The Members, CITADELREALTYANDDEVELOPERSLIMITED

Our Secretarial Audit Report for the Financial Year ended March 31, 2026, of even date is to be read along with this letter.

Managements Responsibility

It is the responsibility of the management of the Company to maintain secretarial records devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility

Our responsibility is to express an opinion on the secretarial records standards and procedures followed by the Company with respect to secretarial compliances.

We have conducted the Audit as per the applicable Auditing Standards issued by the Institute of Company Secretaries of India.

We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

Wherever required we have obtained reasonable assurance whether the statements prepared documents or Records in relation to Secretarial Audit, maintained by the Company, are free from misstatement.

Wherever required we have obtained the Managements representation about the compliance of laws rules and regulations and happening of events, etc.

Disclaimer

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

	For and behalf of the Board of	Directors
	Sd/-	Sd/-
Regd. Office:	Nilesh Dhankumar Dand	Parmeet Shah
Marathon Futurex,	Executive Director, CEO & CFO	Whole Time Director
N.M.Joshi Marg, Lower Parel (W), Mumbai 400 013	DIN: 00199785	DIN: 03362384
August 4, 2026
Place: Mumbai