Marathon Nextgen Realty Ltd Directors Report

To,

The Members

Your Directors have pleasure in presenting the Forty Eighth Annual Report together with the Audited Financial Statements for the Financial Year ended 31 st March, 2025:

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance for the financial year under review along with previous financial years figures is given hereunder:

(Amount in lakhs except EPS)

	STANDALONE		CONSOLIDATED
Particulars	Financial Year ended	Financial Year ended	Financial Year ended	Financial Year ended
	31 st March, 2025	31 st March, 2024*	31 st March, 2025	31 st March, 2024*
Revenue from Operations	24194.22	34480.73	58013.53	70461.50
Other income	10988.57	6519.03	9626.84	4122.49
Total Revenue	35182.79	40999.76	67640.37	74583.99
Expenses	19049.62	24269.54	46851.58	56568.60
Profit before exceptional item and tax	16133.17	16730.22	20788.79	18015.39
Exceptional Item	-	-	-	-
Profit before tax but after	16133.17	16730.22	20788.79	18015.39
exceptional item
Less: Taxation:
Current Tax	(2450.00)	(3400.00)	(4470.00)	(4975.00)
Deferred Tax	(10717)	227.12	(31.88)	336.87
Excess/Short provision of earlier year		-	(40.31)	(4.85)
Profit/Loss After Tax	13576.00	13557.34	16246.60	13372.41
Share of Profit/(Loss) in Joint Ventures	-	-	2806.53	3505.51
Other Comprehensive Income	(12.07)	(1.20)	(14.92)	0.59
Total Comprehensive Income For The Year	13563.93	13556.14	19038.21	16878.51
Earning Per Share (H)	26.51	28.05	37.21	34.43
Diluted Per Share (H)	26.50	26.47	3719	32.50

*Restated figures, please refer note no. 52 of Financial statement

2. BUSINESS OVERVIEW /PROSPECTS:

Standalone:

During the financial year 2024-2025, total revenue of the Company on standalone basis is Rs 35182.79/- Lakhs as against Rs 40999.76/- Lakhs in the previous year. Profit before Tax of Rs 16133.17/- Lakhs as against Rs 16730.22/- Lakhs in the previous year, total comprehensive income for the year of Rs 13,563.93/- Lakhs as against Rs 13,556.14 /- Lakhs in the previous year.

Consolidated:

During the financial year 2024-2025, total revenue of the Company on consolidated basis is Rs 67,640.37/- Lakhs as against Rs 74583.99/- Lakhs in the previous year. Profit before Tax of Rs 20,788.79/- Lakhs as against Rs 18015.39/- Lakhs in the previous year, total comprehensive income of Rs 19,038.21/- Lakhs as against Rs 16878.51/- Lakhs in the previous year.

3. NATURE OF BUSINESS

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

4. DIVIDEND:

In line with the Dividend Distribution Policy, your Directors have recommended a final dividend of Rs 1.00 per fully paid-up equity share of face value of Rs 5/- each i.e. 20% of the paid- up value for the financial year ended March 31, 2025. The proposed final dividend payout will amount to H6,74,20,546.

The payment of final dividend is subject to the approval of shareholders at the 48 th Annual General Meeting (AGM) and will be paid on or before September 29, 2025 The record date for the purpose of payment of final dividend is September 19, 2025. In view of the applicable provisions

of Income Tax Act, 1961, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly make the payment of the final dividend after deduction of tax at source.

The Board has adopted a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is available on the Companys website at https:// marathon.in/nextgencorporate-governance/

5. TRANSFER TO RESERVES:

During the financial year under review, no amount was transferred to General Reserve.

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

Following material changes and commitments occurred during the financial year 2024-25 and between the end of the financial year and the date of the Report affecting the financial position of the Company:

1. Acquisition of 100% shares of Marathon Energy Private Limited, Marathon Nexzone Land Private Limited, Nexzone IT Infrastructure Private Limited, Nexzone Water Management Private and Kanchi Rehab Private Limited during the year under 2024-25 and hence these companies become the wholly owned subsidiaries of the Company.

2. Payment of final dividend at the rate of 20% i.e Rs 1.00 per equity share of face value of Rs 5/- each (fully paid up) for the financial year ended March 31, 2024.

3. The Board of Directors of the Company has allotted 36,843 equity shares of Rs 5/- each of the Company on 9 th May, 2024, pursuant to exercise of stock options under its ESOP-2020 Scheme. The paid up share capital of the Company accordingly increased from Rs 25,58,56,485 /- (5,11,71,297 equity shares of Rs 5/- each) to H25,60,40,700/- (5,12,08,140 equity shares of H5/- each).

4. Increase in the Authorised Capital of the Company to Rs 75,00,00,000/- (Seventy Five Crores) divided into 14,75,00,000 (Fourteen Crore Seventy Five Lakhs) equity shares of Rs 5/- (Five only) each and 1,25,000 (One Lakh Twenty Five Thousand) Preference Share of Rs 100/- (Hundred only) each.

5. The Company has successfully completed the fund raising of Rs 900 Crore by way of Qualified Institutions Placement and allotted the 1,62,12,406 Equity Shares, to eligible QIBs. Pursuant to the allotment of Equity Shares under the QIP, the paid-up equity share capital of the Company stands increased from Rs 25,60,40,700 consisting of 5,12,08,140 Equity Shares of H5/- each to Rs 33,71,02,730 consisting of 6,74,20,546 Equity Shares of H5/- each.

6. The Board of Directors of the Company approved a Composite Scheme of Amalgamation and Arrangement amongst Matrix Water Management Private Limited, Sanvo Resorts Private Limited, Marathon Realty Private Limited, Matrix Enclaves Projects Developments Private Limited, Matrix Land Hub Private Limited, Marathon Nextgen Realty Limited, Marathon Energy Private Limited, subject to regulatory approvals including approval of Stock Exchanges, Shareholders/ Creditors, National Company Law Tribunal.

7. The Honble National Company Law Tribunal vide its order dated 14th July, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), with effect from 01st April, 2020 as being the appointed date instead of 01st April, 2019 as was envisaged in the scheme. Being aggrieved by the said order, the Company had filed an appeal before the Honble National Company Law Appellate Tribunal (NCLAT) on 16th August, 2023 seeking to rectify the order. The Honble NCLAT vide order dated 29th May, 2024 has approved the appointed date of 01st April, 2019 and the order has been filed with MCA on 27th June, 2024 and became effective. As a consequence thereof MNTPL (Transferor Company) stand dissolved without winding up.

There were no material changes in the nature of business of the Company during the year under review.

7. CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Auditors on its compliance, forms an integral part of the Annual Report.

8. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public during the financial year under review.

9. DETAILS OF DIRECTORS/KMP/ APPOINTED/ RESIGNED DURING THE FINANCIAL YEAR 2024- 25 AND BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT AS PER SECTION 134(3)(Q) READ WITH RULE 8(5)(III) OF COMPANIES (ACCOUNT) RULES, 2014:

Board of Directors and Key Managerial Personnel:

a) Directors Appointment

Mr. Kaivalya C. Shah (DIN: 03262973), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Kaivalya C. Shah was re-designated as Whole time Director by the Shareholders through Postal Ballot process on 28 th July, 2024.

Mr. Samyag M. Shah (DIN: 06884897), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Samyag M. Shah was re-designated as Whole time Director by the Shareholders through Postal Ballot process on 28 th July, 2024.

Mr. Devendra Shrimanker (DIN: 00385083), was appointed as an Additional Director in the category of Non-Executive Independent by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM. Subsequently, Mr. Devendra Shrimanker was re-designated as Non-Executive Independent Director by the Shareholders through Postal Ballot process on 28 th July, 2024.

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act) and Rules made thereunder and pursuant to Article of Articles of Association of the Company, Mr. Mayur Ramniklal Shah (DIN: 00135504), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Profile and other information of the Director to be reappointed, as required under Regulation 36 of the Listing Regulations and Secretarial Standards - 2 forms part of the notice convening the ensuing Annual General Meeting.

The above proposal for re-appointment forms part of the Notice of the 48 th Annual General Meeting and recommended for approval of shareholders.

b) Key Managerial Personnel (KMP)

Mr. Krishnamurthy Raghavan, Company Secretary and Compliance Officer of the Company, retired from the services of the Company w.e.f. the closing of business hours of April 2, 2024. Subsequently, upon recommendation of the Nomination and Remuneration Committee and approval by the Board of Directors, Mr. Yogesh Patole (ACS 48777) was appointed as the Company Secretary and Compliance Officer w.e.f. May 28, 2024. Further, upon recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Suyash Bhise, as Chief Financial Officer (CFO) of the Company w.e.f. June 21, 2024.

Presently, Mr. Chetan Ramniklal Shah (DIN: 00135296), Managing Director, Mr. Kaivalya Chetan Shah (DIN: 03262973), Wholetime Director, Mr. Samyag Mayur Shah (DIN: 06884897), Wholetime Director, Mr. Suyash Bhise, Chief Financial Officer and Mr. Yogesh Patole, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

c) Composition of the Board:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are 10 (Ten) Directors on the Board of the Company as on the date of this Report. The Board comprises of 3 (Three) Executive Directors and 7 (Seven) Non-Executive Directors out of which 5 (Five) are Independent Directors and 2 (Two) are Non-Independent Directors. The Company has two Non-Executive Woman Director, including one woman Independent Director on the Board of the Company. The Board is headed by Mr. Chetan Shah, Chairman & Managing Director of the Company. Further details on the composition of the Board has been provided in the Corporate Governance Report which forms an integral part of this Report.

d) Meeting of Independent Directors:

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 31, 2025.

e) Declaration of Independent Directors:

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 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013 and with the Companys Code of Conduct for Directors and senior management personnel.

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 expressed 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.

f) Familiarization program for Independent Directors:

Your Company has in place the familiarization 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 familiarize with the Companys procedures and practices. The details of the training and familiarization program are provided in the Corporate Governance Report, which forms part of this Annual Report.

10. PERFORMANCE EVALUATION:

The Nomination & Remuneration Committee of the Company has formulated process and parameters for the evaluation of the Directors individually, Committees of the Board and the Board as a whole. The parameters for performance evaluation, inter alia, includes performance of the Board on deciding long term strategies, composition of the Board, discharging governance duties and handling critical issues and other price sensitive matters.

Pursuant to the provisions of the Act, read with Rules issued thereunder and Regulation 17 of Listing Regulations, the Board of Directors, based on the criteria/parameters formulated by the Nomination & Remuneration Committee, has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman.

The evaluation was carried out based on the ratings of the Directors in the questionnaires circulated to them. The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (Six) times during the financial year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

12. VIGIL MECHANISM:

The Company has duly formulated a Vigil Mechanism / Whistle Blower Policy 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.

13. AUDIT COMMITTEE

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

14. NOMINATION AND REMUNERATION POLICY:

For the purpose of selection of any Directors, Key Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees. The Nomination cum Remuneration Policy of the Company is available on the website of the Company at https://marathon.in/nextgen/

15. RISK MANAGEMENT POLICY:

We believe that a robust risk management system is essential for achieving our objectives and goals, identifying potential obstacles and threats, and mitigating potential losses. By implementing a comprehensive risk management framework, we ensure that we are well-equipped to adapt to changing circumstances and allocate resources effectively. Your Company falls under top 1000 listed companies based on the market capitalization. Therefore, the Board of Directors of the Company has constituted a Risk Management Committee under Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee at its Meeting undertakes periodic reviews of the potential risks and its mitigation measures in line with its corporate strategy, major plans of action setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. The Risk Management Policy of the Company is available on the website of the Company at https://marathon.in/nextgen/

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under review forms part of the notes to the standalone financial statements provided in this Annual Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

The Company has formulated a policy on related party transactions which is also available on the website of the Company at https://marathon.in/nextgen-corporate- governance. During the financial year under review, all the contracts or arrangements with Related Party (ies) are in ordinary course of business and at arms length basis. The required disclosures of transactions with related parties are set out in Notes to Accounts (Note no. 51) forming part of the standalone financial statements. The disclosure in Form AOC-2 is annexed as Annexure 3 of this Report.

18. PARTICULARS OF EMPLOYEES:

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 7 to this Annual Report. Further, the information pertaining to Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the

Company during business hours and the Annual Report is being sent to the members excluding this. 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 cs@ marathonrealty.com.

19. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS 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 Companys financial growth and success. An effective stock option scheme enables retention of talent and aligning employees interest to that of the Shareholders. 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 and Sweat Equity) Regulations, 2021, 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 and Sweat Equity) Regulations, 2021 and circulars issued thereunder, have been uploaded on the Companys website: https://marathon. in/nextgen/. 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 the Company forms part of this Annual Report.

During the financial year under review, the Board of Directors of the Company has allotted 36,843 equity shares of Rs 5 - each of the Company on 9 th May, 2024, pursuant to exercise of stock options under its ESOP-2020 Scheme. The paid up share capital of the Company accordingly increased from Rs 25,58,56,485 /- (5,11,71,297 equity shares of Rs 5/- each) to H25,60,40,700/- (5,12,08,140 equity shares of H5/- each). Further the Compensation Committee has granted 16,691 equity shares to various eligible employees on September 9, 2024 which is yet to be vested.

AUDITORS:

Statutory Auditors:

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 for a second term of five consecutive years, to hold office from the conclusion of the said AGM till the conclusion of the 50 th AGM.

The Report issued by M/s. Rajendra & Co, Chartered Accountants, on the financial statements of the Company for the financial year ended March 31, 2025 forms part of this Annual Report.

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. M. P. Sanghavi & Associates LLP Company Secretaries (Membership no.: ACS No. 13125 and CP No. 22908) as Secretarial Auditor of the Company for FY 2024-25.

The Secretarial Audit Report is annexed as Annexure 4 which forms part of this Report.

The Board of Directors of the Company has appointed M/s. M. P Sanghavi & Associates, Company Secretaries, having Firm Registration No. L2020MH007000 as Secretarial Auditors of the Company for the first term of five consecutive years from the financial year 2025-26 till financial year 2029- 30, subject to the approval of the members of the Company at the ensuing AGM. The Ordinary Resolution regarding appointment of the Secretarial Auditors forms part of the Notice convening the ensuing AGM.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

Management response to the observations given by Secretarial Auditor are as follows:-

With regards Point no. 1 & 2 of the Secretarial Auditors observation, the Company has filed the Cost Audit Report with additional fees for delayed submission and ensures future compliance within the due date.

With regards to observation 3, the Company acknowledges the lapse of Risk Management Committee as per communication received from the Stock Exchange. Upon receipt, the matter was promptly reviewed, and an appropriate response was sent to the Stock Exchange acknowledging the oversight.

In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of Sanvo Resorts Private Limited and Terrapolis Assets Private Limited, material unlisted Indian subsidiary of the Company was undertaken by M/s. M. P. Sanghavi & Associates LLP, Practicing Company Secretaries and the Secretarial Audit Report issued by them are provided as Annexure 4 to this Report.

Internal Auditors:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board had appointed Moore Singhi Advisors LLP, as the Internal Auditor of the Company. The Internal Auditor presents their report to the Audit Committee at the Meetings.

Cost Auditors:

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 financial year under review. Accordingly, the Board has appointed M/s. Manish Shukla & Associates, Cost Accountants, as Cost Auditor of the Company for conducting its Cost Audit for FY 2024-25. The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

As required under the Companies Act, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.

The Cost Audit Report for the financial year under review does not contain any qualification, reservation or adverse remark.

Details of fraud reported by Auditors:

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

20. MERGER /AMALGAMATION:

The Honble National Company Law Tribunal vide its order dated 14th July, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), with effect from 01st April, 2020 as being the appointed date instead of 01st April, 2019 as was envisaged in the scheme. Being aggrieved by the said order, the Company had filed an appeal before the Honble National Company Law Appellate Tribunal (NCLAT) on 16th August, 2023 seeking to rectify the order. The Honble NCLAT vide order dated 29th May, 2024 has approved the appointed date of 01st April, 2019 and the order has been filed with MCA on 27th June, 2024 and became effective. As a consequence thereof MNTPL (Transferor Company) stand dissolved without winding up.

On March 31, 2025, the Board of Directors of the Company had approved a Composite Scheme of Amalgamation and Arrangement amongst Matrix Water Management Private Limited, Sanvo Resorts Private Limited, Marathon Realty Private Limited, Matrix Enclaves Projects Developments Private Limited, Matrix Land Hub Private Limited, Marathon Nextgen Realty Limited, Marathon Energy Private Limited and their respective Shareholders and Creditors. The Company has submitted the Composite Scheme of Amalgamation and Arrangement for In-principle approval of the stock exchanges under Regulation 37 of the SEBI (LODR) Regulations, 2015.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility (CSR) Committee:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with respect to the CSR Committee and an Annual Report on CSR activities undertaken during the financial year ended March 31, 2025 are appended as Annexure 6 to this Report. The CSR Policy is available on the website of the Company at https://marathon.in/nextgen/.

22. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

A. Subsidiaries:

As on March 31, 2025, the Company had 8 unlisted subsidiaries under the Companies Act, 2013 as mentioned herein below:

1. Sanvo Resorts Private Limited

2. Terrapolis Assets Private Limited

3. Nexzone Fiscal Services Private Limited

4. Nexzone IT Infrastructure Private Limited

5. Nexzone Water Management Private Limited

6. Marathon Nexzone Land Private Limited

7. Marathon Energy Private Limited

8. Kanchi Rehab Private Limited

B. Associates:

The Company does not have any Associate Company.

C. Joint Venture:

The Company has joint venture in the following entities:

1. Swayam Realtors and Traders LLP

2. Columbia Chrome Private Limited

In accordance with Section 129 of the Companies Act, 2013, read with the Rules made thereunder, the Company has prepared a consolidated financial statement of the Company and all its Subsidiaries, Associates and Joint Venture companies, as the case may be, which is forming part of this Annual Report. A statement containing salient features of the financial statements and other necessary information of the Subsidiary/Associates/ Joint venture companies in the format prescribed under Form AOC-1 is included as Annexure 2 to this Report. The said Form also highlights the financial performance of each of the Subsidiaries and Associates of the Company, included in the consolidated financial statements of the Company.

Details of the Subsidiaries and Associates of the Company are mentioned in the Annual Return hosted on the website of the Company.

In accordance with the provisions of the Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at https://marathon.in/nextgen/. Further, as per the proviso of the said section, Annual Financial Statements of each of the Subsidiary companies have also been placed on the website of the Company at https://marathon.in/ nextgen/. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining the copy of the Annual Financial Statement of Subsidiary Companies may write to the Company Secretary & Compliance Officer of the Company.

Material Subsidiary:

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Companys website at https://marathon.in/nextgen/. Out of the abovementioned eight (8) subsidiaries, there are two (2) unlisted material subsidiaries viz., Sanvo Resorts Private Limited and Terrapolis Assets Private Limited.

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

The Honble National Company Law Tribunal vide its order dated 14th July, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), with effect from 01st April, 2020 as being the appointed date instead of 01st April, 2019 as was envisaged in the scheme. Being aggrieved by the said order, the Company had filed an appeal before the Honble National Company Law Appellate Tribunal (NCLAT) on 16th August, 2023 seeking to rectify the order. The Honble NCLAT vide order dated 29th May, 2024 has approved the appointed date of 01st April, 2019 and the order has been filed with MCA on 27th June, 2024 and became effective. As a consequence thereof MNTPL (Transferor Company) stand dissolved without winding up.

24. 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.

25. 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, 2025, 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, 2025 and of the Profit/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.

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 5 to this Report.

27. 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, 2025 on its website at https://marathon.in/nextgen/.

28. 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.

29. 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.

30. INTEGRATED REPORT:

The Integrated Report of the Company is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects initiatives taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as prescribed under Part B of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations is provided in a separate section and forms part of this Annual Report.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report of the Company for the financial year ended March 31, 2025, is provided in a separate section and forms part of this Annual Report and is also made available on the website of the Company at https://marathon.in/nextgen/

33. BOARD COMMITTEES:

The Company has the following committees of the Board of Directors and the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of this Annual Report:

- Audit Committee

- Risk Management Committee

- Nomination Remuneration and Compensation

Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Committee of Directors

- Business Development Committee

- Operations Committee

During the financial year, all recommendations made by the aforesaid committees were approved by the Board.

34. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (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 (POSH). 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.

The details required to be disclosed under POSH form part of the Corporate Governance Report.

35. DISCLOSURE UNDER PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The company has complied the provision with respect to the Maternity Benefits Act, 1961.

36. CREDIT RATING:

The details of the credit ratings awarded to the Company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.

37. SECRETARIAL STANDARDS:

The Directors of the Company 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.

38. LISTING FEE:

The Annual Listing Fee for the Financial Year 2024-25 has been duly paid within the stipulated time frame to BSE Limited & The National Stock Exchange of India Limited.

39. DEMATERIALIZATION OF SHARES:

Details of shares of the Company held in demat as well as in physical mode as on 31 st March, 2025 are as under:

Particulars	Number of shares	% of Total Issued Capital
Shares held in dematerialized form in CDSL	6266191	12.24
Shares held in dematerialized form in NSDL	44871097	87.62
Physical Shares	70852	0.14
Total No. of shares	51208140	100

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.

40. TRANSFER OF UNPAID /UNCLAIMED DIVIDEND/ EQUITY SHARES 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 from the due date is transferred to the Investor Education and Protection Fund (IEPF). The equity shares in respect of which dividend has remained unpaid/ unclaimed for a period of seven consecutive years are also transferred by the Company to the designated Demat Account of the IEPF Authority.

41. SERVICE OF DOCUMENTS:

All documents, including the Notice and Annual Report shall be sent through electronic mode 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.

42. 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.

Regd. Office:	By Order of the Board
Marathon Futurex	for Marathon Nextgen Realty Limited
N.M.Joshi Marg, Lower Parel
Mumbai - 400013	Chetan R. Shah
Date: August 11, 2025	Chairman & Managing Director
Place: Mumbai	DIN: 00135296