marathon nextgen realty ltd Directors report

Your Directors have pleasure in submitting their 46^th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2023.

1. FINANCIAL RESULTS HIGHLIGHTS:

Particulars	Consolidated (7 in Lakhs)		Standalone (7 in Lakhs)
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	71653	30609	44528	15822
Other Income	4241	3813	2725	2615
Total Revenue	75894	34422	47252	18437
Expenses	60284	30921	35051	14624
Profit before share of profit of JV & TAX	15610	3501	12201	3813
Share of Profit/(Loss) of JV	1088	1531	1537	(721)
Profit including share of JV	16698	5032	13738	3092
TAX Exps	4329	1143	3229	927
Profit After TAX	12369	3889	10509	2165
Other Comprehensive Income	(19)	(20)	(10)	(10)
Total income for the Year	12350	3869	10499	2155
Earnings per share
Basic (in 7)	26.12	8.37	22.74	4.71
Diluted-(in 7)	25.21	8.36	21.90	4.70

Dividend recommended for the FY:2022-23 @Rs. 1.00/Equity share of Face value of 7 5 each

2. PERFORMANCE:

Consolidated Financials:

During the year under review the Net revenue grew by 134% year-on-year to 7 717 Crores, compared to 7 306 Crores in FY ‘22. EBITDA grew by 129% year-on-year to 7 293 Crores, compared to 7 128 Crores in FY ‘22. Profit before tax, PBT, grew by 346% year-on-year to 7 156 Crores, compared to 7 35 Crores in FY ‘22. Profit after tax, PAT, grew by 218% year-on-year to 7 124 Crores, compared to 7 39 Crores in FY: 2022.

Standalone Financials:

During the year under review the Net revenue grew by 181% year-on-year to 7 445 Crores, compared to 7 158 Crores in FY ‘22. EBITDA grew by 182% year-on-year to 7 237 Crores, compared to 7 84 Crores in FY ‘22. Profit before tax, PBT, grew by 341% year-on-year to 7 137 Crores, compared to 7 31 Crores in FY ‘22. Profit after tax, PAT, grew by 385% year-on-year to 7 105 Crores, compared to 7 22 Crores in FY:2022.

3. BUSINESS & PROJECTS:

Subsidiaries:

Terrapolis Assets Private Limited (TAPL), Wholly Owned Subsidiary of the Company is developing a Project comprises of rehab building for slum dwellers and free sale Commercial building named "Marathon Millennium", having an area of around 3 Lakhs sq. ft. being constructed on the said Project Land. The building is being constructed into two phases consisting of Slum rehabilitation building (SR) and Commercial building.

As on March 31, 2023 around 25,566 sq. ft area has been sold with a value of 7 31 Crores.

The project is generating an excellent business potential.

Sanvo Resorts Pvt Ltd (SRPL) The Company along with its wholly owned subsidiary Marathon Nextgen Township Pvt Ltd owns 91% of the equity of SRPL.

SRPL is constructing a township in Panvel an outskirt of Mumbai under the aegis of the Mumbai Metropolitan Authority, Nilneteen residential towers and a commercial building are in various stages of Construction. The total saleable area of the project is around 41 Lakhs sq.ft of mixed development. The project is registered under MAHA RERA. The entire project is to be developed in phases and the revenue will be recognized based on percentage of completion method

The project is ver y well received and is highly sought after.

Joint Venture:

The Company has a 40% stake in the JV that is executing the prestigious Monte South Project in Byculla, South Mumbai, It has been well received and Occupation Certificate has been received for the first Phase.

The financials of the subsidiaries and the join venture are contained in the consolidated accouts that form part of this annual report.

Your Company continues to do the Re-development and Rehabilitation of slums segment in and around Bhandup area of Mumbai and the revenue under these segments is yet to be recognized.

The Companys prestigious Commercial Project "Futurex" in Lower Parel is well sought after.

4. DIVIDEND:

The Company has recommended a Dividend of Rs. 1. per share subject to the approval of the shareholders at the ensuing 46^th AGM of the Company to be held on Wednesday, September 27, 2023 at 12:00 noon.

The Record date for the purpose of the Dividend will be September 14, 2023 and will be paid on or before October 02, 2023.

5. TRANSFER TO RESERVE:

The Company do not propose to transfer any amount to reserve on declaration of dividend.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE TO AND THE DATE OF REPORT:

Allotment of ESOPs:

As on March 31, 2023, the unvested No. of Options available post the grant of Two tranches during the FY 2021-22 are 18,40,599 options remained outstanding.

The Committee of the Board of Directors of the Company at their meeting held on the following dates:

Sr. No. Dates of Allotment/Listing	No. of Shares Allotted (FV of Rs. 5/)	Exercise Price (Rs.)	Paid up Capital (Rs.) @ Rs. 5/-each	Cum no. of shares of FV of Rs. 5/each	Cum. Paid up Capital (Rs.)
1 25/5/22	1,95,515	20/-	9,77,575	4,60,00,000	23,00,00,000
				1,95,515	9,77,575
				4,61,95,515	23,09,77,575
2 22/10/22	53,672	20/-	2,68,360	4,62,49,187	23,12,45,935
3 30/12/22	74,901	20/-	3,74,505	4,63,24,088	23,16,20,440
4 2/5/23	47209	20/-	2,36,045	4,63,71,297	23,18,56,485
Total	3,71,297	20/-	18,56,485
Unexercised	88,104

The O/S Options to be Exercised as on May 24, 2023 stood at 88,104 nos.

7. CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies Act 2013 along with other requirements, as amended and as specified in Regulations 17 to 27 and 46(2)(b) to (i) of SEBI (LODR) Regulations 2015 forms part of this Annual Report.

8. DEPOSITS:

The Company has neither accepted nay deposits nor any amounts outstanding at the beginning of the year which were classified as Deposits in terms of section 73 of the Companies Act 2013 and the rules thereon and hence furnishing of details of deposits are not applicable to the Company.

9. DIRECTORS AND CHANGES IN INDEPENDENT DIRECTORSHIP AND KMPS:

There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.

In accordance with the applicable provisions of the Companies Act, 2013, Mr. Mayur R Shah who retires by rotation and being eligible offers himself for the re-appointment.

Statement of declaration given by the Independent Directors under section 49(6) of the Companies Act 2013:

All the Four Independent Directors of the Company have complied with Section 149(6) of the Companies Act 2013, by submitting the Annual declaration for the financial year 2022-23.

10. BOARD EVALUATION:

The performance evaluation of all the Directors was undertaken as per the prescribed standards.

The Independent Directors of the Company at their meeting held on March 14, 2023 have carried out such evaluation of all the directors for the year under review and submitted their report to the Chairman of the Company.

The Board has also undertaken the "Performance Evaluation" of all of its Independent Directors pursuant to the Clause VIII of Schedule IV of the Companies Act 2013 (Code for Independent Directors) at their Meeting held on March 14, 2023.

11. NO. OF MEETINGS OF THE BOARD OF DIRECTORS:

The Management in line with the need and requirements convene the board of directors meeting. During the FY-2023 five Board meetings were held on the following dates during the year under review.

April 15, 2022, May 27, 2022, August 12, 2022, November 12, 2022, and February 14, 2023.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Companys vigil mechanism allows the Directors and the employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct/ business ethics as well as to report any instance of leak of unpublished precise sensitive information. The 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 compliant of unethical/improper conduct to the Chair of "Audit Committee" and action suitable steps to investigate, safeguarding measures of the "whistle blower"/s.

During the Year under review that NO complaints or alert received from any of the stake holders that are reportable to the Chair of the Audit Committee.

13. AUDIT COMMITTEE:

During the Year ended March 31, 2023, Four Audit Committee Meetings were held.

1. 27/05/2022 2. 12/08/2022 3. 12/11/2022 4. 14/02/2023

The Audit Committee of the Board of Directors of the Company during the year ended March 31, 2023 reviewed:

i. The Companys financial reporting process.

ii. Disclosure of financial information.

iii. The periodical and annual financial statements.

iv. Related party transactions.

v. Risk assessment.

vi. Adequacy of internal control vii. Performance of Auditors.

vii. Vigil mechanism process.

14. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE:

During the Year ended March 31, 2023 as there has been no matter required to be dealt with by the Nomination, Remuneration and Compensation Committee no meeting was held.

The terms of reference and role of the Committee Brief description of terms of reference: Role of committee shall, inter- alia, include the following:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors and the Board of Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors.

15. 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 in line with setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

During the year under review, your Company in line with its business strategy has privately placed 4500 Listed, secured, rated NCDs of Face value of Rs. 10 Lakhs each for a value of Rs. 450 Crores in line with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Loans given/guarantee given, kindly refer Note no. 40 of the Standalone Financial.

During the period, the Board approved to issue Rs. 130 Crores Secured, Unlisted Non-Convertible Debentures, out of it during the financial year 825 NCD has been issued face value of Rs. 10 Lakhs (aggregating to Rs. 82.50 Crores) by private placement.

17. RELATED PARTY TRANSACTIONS:

During the financial year, 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 new transactions or arrangement with related party/ies.

18. MANAGERIAL REMUNERATION:

Disclosures of remuneration of Directors and employees as required under section 197 of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been provided in Annexure II attached forming part of this Report.

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure which forms part of this Directors Report.

19. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION PLAN:

The Company grants Share based benefits to its eligible employees under "EMPLOYEE STOCK OPTION PLAN" 2020

("ESOP-2020"), framed with an object of encouraging higher participation on the part of employees in the Company s financial growth and success. An effective stock option scheme enables retention of talent and aligning employee interest to that of the Shareholders.

"EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") was approved by the shareholders at their meeting held on September 30, 2020 and total number of 23, 00,000 Options were approved. The Nomination, Remuneration and Compensation Committee at their meeting held on following dates:

Trenches	Date of NRC Committee Meeting	No. of options	Option Price (Rs.)/per option
1	2/12/2021	3,41,000	20/-
2	11/12/2021	1,18,401	20/-
Total Options Granted		4,59,401

The Excise period within 5 years of completion of one year from the date grant of options.

As on March 31, 2023, the unvested No. of Options available post the grant of Two tranches are 18, 40,599 options remained outstanding.

All Options vests in a graded manner and are required to be exercised within a specific period in accordance with "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time.

The details and disclosures with respect to the said ESOP as required under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and cir culars issued thereunder, have been uploaded on the Company s website: https://www.marathonnextgen.com/.

Further, disclosure as per the ‘Guidance Note on Accounting for Employee Share-based Payments issued by the Institute of Chartered Accountants of India, as appearing in the Notes to the Standalone Financial Statements of Marathon Nextgen Realty Limited, and forms part of this Annual Report.

20. STATUTORY AUDITORS AND AUDITORS REPORT:

Under section 139(2) of the Companies Act 2013 and the Rules made thereunder the Statutory Auditors M/s. Rajendra & Co, Chartered Accountants (ICAI Firms Registration No: 108355W) were re-appointed as Statutory Auditor of the Company at the 45^th AGM held on September 29, 2022 to hold office from the conclusion of the said AGM till the conclusion of the 50^th AGM.

21. SCHEME OF MERGER-MARATHON NEXTGEN TOWNSHIPS PRIVATE LIMITED:

The Honble National Company Law Tribunal vide its order dated July 14, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), considering April 01, 2020 as being the appointed date. In the scheme filed, the appointed date was April 01, 2019. The Company is therefore in the process of filing an appeal before the Honble National Company Law Appellate Tribunal seeking to rectify the order.

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

The MCA in November 2018 constituted a committee on Business Responsibility Reporting and to finalize the formats of such reporting for listed and unlisted companies, based on the frame work of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that the BRR be rechristened as BRSR, where

disclosures are based on ESG parameters, compelling organizations to holistically engage with the stakeholders and go beyond regulatory compliances in terms of business measures and its reporting.

SEBI vide its circular dated May 10, 2021 made BRSR mandatory for the top 1000 listed Companies (by market capitalization) from FY 2023.

The said report of the BRSR for the year under review is annexed separately.

23. SECRETARIAL AUDIT REPORT:

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form MR-3 forms part to this report.

Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3 in respect of Sanvo Resorts Private Limited, the material unlisted subsidiary of your Company, forms part of this report.

The said report does not contain any adverse observation or qualification or modified opinion.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Marathon Group has been an early adopter of the CSR initiatives. The Company works primarily through the Group combined CSR activities towards rehabilitation, social upliftment, promotion of education, promoting health care including preventive in and around its project sites. For the FY 2022-23, the amount to be spent on the CSR related activities amounting to Rs. 68.58 Lakhs was contributed to a recognized Trust. The link details of the CSR Policy, CSR Committee and Projects approved by the Board of Directors are available at Website of the Company: https://www.marathonnextgen.com/

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As defined under the Companies Act 2013 the Company has two subsidiaries and two Joint Ventures as at March 31, 2023.

Material Subsidiaries:

The Company has one unlisted material subsidiary viz., Sanvo Resorts Pvt Ltd.

Consolidated Financial Statements:

According to section 129(3) of the Companies Act, the consolidated financial statements of the subsidiaries, joint ventures and associates are prepared in accordance with the relevant Accounting standards specified under the Act and the Rules thereunder form part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries, joint ventures and associates in Form AOC-1 is given in this Annual Report.

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

None

27. ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal control systems commensurate with the operations/business of the Company, its size and complexity. Internal control system comprising of policy and procedures are designed to ensure reliability of financial reporting, applicability of laws and regulations and all asses and resources are acquired economically, used efficiently and projected adequately.

28. DIRECTORS RESPONSIBILIT Y STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors responsibilities it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) proper accounting policies were followed and applied 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts were prepared on a going concern basis;

(v) necessary internal financial controls were laid down for ensuring the orderly and efficient conduct of its business, including the adherence to Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(vi) proper systems were devised to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conversation of Energy:

(i) the steps taken or impact on conservation of energy Companys operation does not consume significant amount of energy.

(ii) the steps taken by the Company for utilizing alternate sources of energy. Not applicable, in view of comments in clause (i);

(iii) the capital investment on energy conservation equipment s Not applicable, in view of comments in clause (i).

B) Technology absorption:

(i) the effort made towards technology absorption - Nil

(ii) the benefits derived like product improvement cost reduction product development or import substitution - Nil

(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year) - Nil

(a) the details of technology imported - Nil

(b) the year of import - Nil

(c) whether the technology been fully absorbed - Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Nil

(iv) the expenditure incurred on Research and Development Nil

C) Foreign exchange earnings and outgo

The total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil.

Environment Social and Governance (ESG) Reporting:

ESG reporting refers to the disclosure of data covering the Companys operations in three areas: environmental, social and corporate governance. It provides a snapshot of the businesss impact in these three areas for investors.

The analysis of performance across these ESG factors summarizes quantitative and qualitative disclosures and helps screen investments. ESG reporting helps investors avoid companies that might pose a greater financial risk due to their environmental performance or other social or governmental practices. Presently it is applicable for the top 1000 listed entities and is provided separately in this Annual Report.

30. ANNUAL RETURN:

Pursuant to the provisions of 134(3) of the Companies Act 2013, the Annual Return(draft) for the financial year ended on March 31, 2023 is available on the website of the Company at https://www.marathonnextgen.com/

31. COST AUDIT:

The cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 is applicable for the business activities carried out by the Company for the year under review.

However, the Cost Audit for the Company is covered under class (b) of the said rule 3 for the FY: 2023-24 and the Company has approved the engagement of Mr. Manish Shukla & Associates, Cost Accountants, as the Cost Auditor of the Company.

32.OTHERS:

- Listing:

The Equity Shares of the Company are listed with the BSE Limited & NSE Limited. The Company has paid the Annual Listing Fees for both the Exchanges for the year 2022-23.

- Dematerialization Of Shares:

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors. 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. SEBI has already mandated that wef April 2019 sale/transfer of securities in physical mode is NOT PERMITTED.

- Unclaimed And Unpaid Dividends And Tranfer Of Shares To Iepf:

Kindly refer to section to Corporate Governance, under head Unclaimed and Unpaid dividends and transfer of shares to IEPF for the amount unpaid and unclaimed dividends lying at the respective Unpaid Dividend A/c.

Shareholders who have-not claimed their Dividend entitlements are requested to contact the Company or its RTA.

Pursuant to Section 124 of the Companies Act 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the said Rules.

During financial year 2022-23 the Company has transferred to the Investor Education and Protection Fund an amount of Rs. 7,25,526 (Rupees Seven Lakhs Twenty Five Thousand Five Hundred Twenty Six Only). However, there was a delay in transfer to IEPF due to technical issues on MCA/IEPF Portal.

The details of the unclaimed dividends along with the names and addresses of the shareholders were published on the website of the Company. Individual communication to each of the shareholders, who had not claimed the dividend continuously for the previous seven years was sent to their registered addresses. The said details were also uploaded on the website of the Ministry of Corporate Affairs and provided in the section of Corporate Governance.

- Secretarial Audit Report For The Year Ended March 31, 2023

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form MR-3 forms part to this report.

Also, the Secretarial Audit Report for FY 2022-23 in Form MR-3 in respect of Sanvo Resorts Private Limited, the material unlisted subsidiary of your Company, forms part of this report.

The said reports do not contain any adverse observation or qualification or modified opinion.

- Compliance with the Secretarial standards:

The Company is in compliance with the mandatory Secretarial Standards.

- 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.

- Debenture Trustees:

Vistra ITCL India Ltd is the Debenture Trustee for the non convertible debentures issued by the Company. Contact details of the Debenture Trustees are as under:

Vistra ITCL India Ltd,

C-22, Bandra Kurla Complex, Bandra (E), Mumbai-400051,

Tel: 022- 26593535.

Contact Person: The Compliance Officer. Email: mumbai@vistra.com Website: www.vistraitcl.com

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

1. The details relating to deposits, covered under Chapter V of the Act, since neither the Company has accepted deposits during the year under review nor there were any deposits outstanding during the year.

2. Details relating to issue of sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. During the financial year under review, there was no instance of one-time settlement of loans/financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

- Disclosure Under The Sexual Harassement Of Women At Work Place (Prevention, Prohibition And Redressal) Act, 2013:

The Company has in place a Policy in line with the requirements of "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No Complaints were received, during the year under review.

- Scheme of Merger- Marathon Nextgen Townships Private Limited:

The Honble National Company Law Tribunal vide its order dated July 14, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), considering April 01, 2020 as being the appointed date. In the scheme filed, the appointed date was April 01, 2019. The Company is therefore in the process of filing an appeal before the Honble National Company Law Appellate Tribunal seeking to rectify the order.

33. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank all the employees at all levels, customers, suppliers, bankers, business partners/ associates, financial Institutions and various other regulatory authorities for their consistent support/encouragement to the Company.

Your directors also thank the shareholders for reposing confidence and faith in the Management of the Company.

Place: Mumbai Date: August 11, 2023

For and on behalf of the Board

Chetan R. Shah

Chairman & Managing Director DIN 00135296

‘Disclosures of remuneration of Directors and employees as required under section 197 of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Appointment and Remuneration of Managerial Personnel) 2014) Rules: For FY: 2022-23

a. Details as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014) Rules:

(i) The ratio of the remuneration of CMD to the median remuneration of the employees of the Company for the FY 2022-23: 14.56:1

(ii) The % increase/(decrease) of remuneration: 13.81 %

a. CMD - 137% increase in the FY 2022-23

b. CS -12.% increase, in the FY 2022-23

(iii) 6.25 % increase in the median remuneration of the employees.

(iv) The no. of permanent employees of the Company are: 62 employees.

(v) The explanation of the relationship between average increase in remuneration and the Companys performance: Increase in the growth of business compared to previous FY.

The increase in the net profit of the Company for the FY:22-23: Rs. 10498.38 Lakhs (Previous FY. Rs. 2154.65 Lakhs). The % increase is 387%.

(vi) Comparison of remuneration of the KMP against the performance of the Company.

KMP	% of Increase in Remuneration	Remarks
1. CMD	- 137% Increase to last year-	-
2. CS	12% increase compared to last year-	Nominal increase as per the policy of the Company.

(vii) Variation of market cap, P/E at the closing of FY:2022-23, i.e March 31, 2023

Details	FY: 2022-23	FY: 2021-22	FY: 2020-21	FY: 2019-20	FY: 2018-19	FY: 2017-18	FY: 2016-17	FY: 2015-16	FY: 2014-15	FY: 2013-14	Variation FY:23 VS. FY:22
Market Cap (7 in Crores)	1283.18	537.05	284.51	190	566	962	746	398	281	234	138.93% INCREASE
Closing Price-(7)- 7 5 -FV	BSE-277/- NSE-276.35	BSE-116.75/- NSE-118.20	BSE-61.85 NSE-62.40	BSE-40.90 NSE-41.40	BSE-122.95 NSE-121.45	BSE-417.20 NSE-418.55	BSE-262.40 NSE-262.50	140	148	123.50
EPS	22.74	4.71	6.18	7.48	7.44	12.20	30.93	26.51	20.26	19.25
P/E	12.18	24.78	10.10	5.54	16.51	34.30	8.49	5.28	7.31	6.42

Total no. of equity shares listed: 4,63,24,088 Nos. of face value of 7 5/-each.

The Annual Report on CSR Activities

INTRODUCTION:

Corporate Social Responsibility (CSR) refers to a Companys commitment in conducting business ethically, contributing positively to the society, and minimizing its impact on the environment. CSR is a management concept whereby companies integrate social and environmental concerns into their business operations and interactions with their stakeholders.

1. A brief outline of the Companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Marathon Nextgen Realty Limited (MNRL) is a part of "Marathon Group"and it believes that corporate organisations

should think beyond profit and look out for the wellbeing of society. Guided by the vision of its founder Chairman,(late) Ramniklal Z.Shah - ‘profit is not just a set of figure but of values - "Marathon Group" has over the years working on a modest informal CSR agenda. One of the obligations of the "Group" is to contribute certain percentage of the net profit to the developmental activities.

Generally, the activities/projects are undertaken at "Marathon Group" level and includes, providing basic education and Slum Rehabilitation & development etc. since five decades.

Some of the activities are either direct or through a registered Trust viz.,"R Z Shah Trust", established in October 17, 1991 at Mumbai.

2. The Composition of the CSR Committee.

Sr. No. Name of Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mrs. Parul A. Shah	Independent Director	1	1
2 Mr. Mayur R. Shah	Non-Executive Director	1	1
3 Mr. Chetan R. Shah	Managing Director	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company:

Website of the Company: https://www.marathonnextgen.com/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):

Not Applicable.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Not Applicable.

6. Average net profit of the Company as per section 135(5): T 34.29 Crores

7. (a) Two percent of average net profit of the Company as per section 135(5): Rs. 68/- Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.

No Surplus - Not Applicable

(c) Amount required to be set off for the financial year, if any Not Applicable

(d) Total CSR obligation for the financial year (7a+7b7c) - Rs. 68/- Lakhs

8. (a) CSR amount spent or unspent for the financial year:

Total Amount

Amount Unspent (f in Lakhs)

Spent for the Financial Year. (f in Lakhs)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
68.58	NA	NA	NA	NA	NA

(b) Details of CSR amount spent against ongoing projects for the financial year:

Sr. No Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Project duration	Amount allocated for the project (in f)	Amount spent in the current financial Year (in f)	Amount transferred to Un-spent CSR Account for the project as per Section 135(6) (in f)	Mode of Implementation - Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
			State	District						Name	CSR Registration Number
1. Next School Projects Mulund (W), Mumbai, Maharashtra 400080	Promoting Education & Skill Development Schedule VII (ii)	Ye s	Maharashtra	Mumbai	N A	Rs. 70 Lakhs	Rs. 68.58 Lakhs	N A	Through a Regd Trust	R.Z.Shah Trust	CSR00010894

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Sr. No Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount allocated for the project (in f)	Mode of Implementation- Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
			State	District			Name	CSR Registration Number
Not Applicable

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: NA

(f) Total amount spent for the Financial Year: Rs. 68.58 Lakhs (8b+8c+8d+8e)

(g) Excess amount for set off, if any:

Sr. No Particular	Amount (in f)
i Two percent of average net profit of the Company as per section 135(5)
ii Total amount spent for the Financial Year
iii Excess amount spent for the financial year [(ii)-(i)]	NOT APPLICABLE
iv Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
v Amount available for set off in succeeding financial years [(iii)-(iv)]

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Sr. No Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (in f)	Amount spent in the reporting Financial Year (in f)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if			Amount remaining to be spent in succeeding financial years (in f)
			Name of the Fund	Amount (in f)	Date of transfer
Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Sr. No Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in 1)	Amount spent on the project in the reporting Financial Year (in 1)	Cumulative amount spent at the end of reporting Financial Year. (in 1)	Status of the project- Completed/ Ongoing
NONE -NA

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s): NA

(b) Amount of CSR spent for creation or acquisition of capital asset: NA

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc: NA

(d) Provide details of the capital asset(s) created or acquired (including): NA

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):

Taking into account the commitments made at the "Marathon Group" level for the CSR projects/programmes which are in progress, and considering the project mode of CSR activity, where the project at times extends beyond the financial year there is no shortfall as such in the CSR expenditure as compared to the stipulated 2% of the average net profits of the last three financial years.

There are also certain philanthropic/CSR activities/initiatives undertaken by "Marathon Group" for the substantial well-being of the people in the community, which are not getting covered under the above CSR report due to the specified format under the applicable Rules.

Sd/- Sd/-

Managing Director Chairman CSR Committee

Secretarial Audit Report

For the Financial year ended March 31, 2023

[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]

To

The Members,

Marathon Nextgen Realty Limited.

Marathon Futurex, Mafatlal Mill Compound,

N.M. Joshi Marg, Lower Parel (W),

Mumbai 400 013.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Marathon Nextgen Realty 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, to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic,

I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on March 31, 2023, 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 March, 31, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder; to the extent applicable to Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India (‘SEBI)Act, 1992:

(a) The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The SEBI (Prohibition of Insider Trading) Regulations, 2015;

(c) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(f) The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) The SEBI (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period); and

(h) The SEBI (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period).

(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) The Real Estate (Regulation and Development) Act,2016;

(b) The Maharashtra Ownership Flats (Regulation and Promotion of Construction, Sale, management, Transfer) Act, 1963 and its Rules;

(c) The Maharashtra Apartment Ownership Act, 1970;

I further report that the Company has complied with the applicable clauses/regulations of the following:

(a) Applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India;

(b) The Equity Listing Agreement, to the extent applicable, entered into by Company with National Stock Exchange of India Limited and BSE Limited; and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 as mentioned below:

(a) Whereas the Company was intimated with shorter notice to Stock Exchange(s) which amounted to Non-compliance under Reg. 60(2), 50(1), 57(4) and 57(5)of SEBI(LODR) Regulations-hence penalty was levied by the National Stock Exchange of India Limited and BSE Limited.

(b) Key Managerial Personnel (KMP) holding a similar position to another Company, which is inconsistent with the provision of Section 203 of the Companies Act, 2013.

(c) Yearly disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 made belatedly.

(d) Structured digital database containing the nature of unpublished price-sensitive information under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 maintained belatedly.

I further report that

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review.

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

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

I further report that based on review of the compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Managing Director/ Company Secretary 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 financial year under review, the following events/actions having a major bearing on the Companys affairs in pursuance of the above-referred Laws, Rules, Regulations, Guidelines, Standards, etc., have occurred:

(a) "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP") was approved by the shareholders at their meeting held on September 30, 2020 and total number of Options approved was 23,00,000. The Nomination, Remuneration and Compensation Committee at its meeting held on February 12, 2021, out of 23 lakhs Options, has approved the grant of 3,41,000 stock options at a price of Rs. 20 /- (per option) to the eligible employees. Accordingly, 19,59,000 Options remained outstanding as on March 31, 2021.

The Nomination, Remuneration and Compensation Committee at their meeting held on November 12, 2021, has approved the further grant of 118401 stock options- 2^nd Tranche, out of the outstanding 19,59,000 Options, at a price of Rs. 20 /- (per option) to the eligible employees. Accordingly, 18,40,599 Options remained outstanding as on March 31, 2023.

All Options vest in a graded manner and are required to be exercised within a specific period (i.e. within 5 years of completion of one year from the date grant options) in accordance with "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") and Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended from time to time.

(b) The Company Scheme Petition filed with Honble NCLT during the last quarter of FY: 2021 for seeking sanction of the Scheme of Merger of Marathon Nextgen Townships Private Limited, a WOS with Marathon Nextgen Realty Limited and their respective shareholders is approved by the Honble NCLT Mumbai Bench on July 11, 2023 with effective date as April 01, 2020. However, the original effective date mentioned in the Petition was April 01, 2019, Hence, the Company preferred an appeal with Honble NCLAT New Delhi.

NITIN R. JOSHI

Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN: F003137E000784038

Place: Mumbai Date: August 11, 2023

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report

ANNEXURE-A

To

The Members,

Marathon Nextgen Realty Limited.

Marathon Futurex, Mafatlal Mill Compound, N.M. Joshi Marg, Lower Parel (W),

Mumbai 400 013.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and the happening of events, etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of management. My examination was limited to the verification of procedures on a test basis.

6. 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.

NITIN R. JOSHI

Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN: F003137E000784038

Place: Mumbai Date: August 11, 2023

To,

The Members,

Sanvo Resorts Private Limited

702, Marathon Max,

Jn. of Mulund-Goregaon Link Road,

Mulund (West),

Mumbai 400080.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sanvo Resorts Private Limited ("the Company"). The 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, to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic,

I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on March 31, 2023, 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 according to the provisions of:

i) The Companies Act, 2013 ("the Act") and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder - (Not Applicable to the Company during the Audit Period;)

iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit period)

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India (‘SEBI) Act, 1992:

(c) The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not Applicable to the Company during the Audit period)

(d) The SEBI (Prohibition of Insider Trading) Regulations, 2015; * (Not Applicable to the Company during the Audit period)

(e) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the Audit Period)

(f) The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(g) The SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit Period)

(h) The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(i) The SEBI (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and

(j) The SEBI (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period)

* The Company being a material subsidiary of Marathon Nextgen Realty Limited ("MNRL"), directors and certain employees of the Company have been categorised as Designated Persons and are covered by the Code of Conduct under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, of Marathon Nextgen Realty Limited (MNRL).

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company

Secretaries of India and

ii) SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, wherever applicable.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Company has identified the following laws as specifically applicable to the Company:

(a) The Real Estate (Regulation and Development) Act, 2016;

(b) The Maharashtra Ownership Flats (Regulation and Promotion of Construction, Sale, Management, Transfer) Act, 1963 and its Rules;

(c) The Maharashtra Apartment Ownership Act, 1970;

I further report that the Company has complied with the applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India;

I further report that-

The Board of Directors of the Company is duly constituted. There were no changes in the composition of the Board of Directors that took place during the period under review.

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

All decisions made at Board Meetings have unanimous consent as recorded in the minutes of the meetings of the Board of Directors.

I further report that having regard to the compliance system prevailing in the Company and as per explanations and management representations obtained and relied upon by me the Company has adequate systems and processes commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, during the audit period the Company has done the following transactions in due compliance with the applicable provisions of Act:

I. During the year under review, the Company has allotted 50 Senior, Unlisted Redeemable Non-Convertible Debentures, each of a face value of T

II. T 10,00,000/- (Rupees Ten Lakh) aggregating to T 5,00,00,000/- (Indian Rupees Five Crores) on a private placement basis to Asia Real Estate II India Opportunity Trust under IDBI Trusteeship Services Limited (Debenture Trustee).

NITIN R. JOSHI

Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN: F003137E000792321

Place: Mumbai Date: August 11, 2023

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE-A

To,

The Members,

Sanvo Resorts Private Limited

702, Marathon Max,

Jn. of Mulund-Goregaon Link Road, Mulund (West),

Mumbai 400080.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and the happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, and standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. 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.

NITIN R. JOSHI

Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN: F003137E000792321

Place: Mumbai Date: August 11, 2023