We have audited the accompanying Standalone Financial
Statements of Marathon Nextgen Realty Limited (“the Company”),
which comprise the Standalone Balance Sheet as at March 31,
2025, the Standalone Statement of profit and loss (Including Other
Comprehensive Income), Standalone Statement of changes in
equity and Standalone Statement of Cash Flows for the year then
ended, and notes to the financial statements, including a summary
of Material accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and its Profit
including Other Comprehensive Income, changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of Standalone Financial Statements in
accordance with the Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the Audit of
the Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India
(ICAI) together with the ethical requirements that are relevant to our
audit of the Standalone Financial Statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the ICAI's Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion on Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended
March 31, 2025. These matters were addressed in the context of
our audit of the Standalone Financial Statements as a whole, and
in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description
of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfillec
the responsibilities described in the Auditor's responsibilities
for the audit of the Standalone Financial Statements section o'
our report, including in relation to these matters. Accordingly
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatemen'
of the Standalone Financial Statements. The results of our audi
procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.

1. Investment in subsidiaries and joint ventures and loans,
financial instruments to group entities

(Refer note no 5A, 5B, 6 and 15 of standalone
financial statements)

Recoverability of investment in subsidiaries and join¹

ventures: The Company's investments in subsidiaries and join
ventures are carried at cost less any diminution in value, if any
The investments are assessed for impairment at each reporting
date. The impairment assessment involves the use of estimates
and judgements. The identification of impairment event and
the determination of an impairment charge also require the
application of significant judgement by the Company. The
judgement, in particular, is with respect to the timing, quantity
and estimation of projected cash flows of the real estate
projects in these underlying entities. In view of the significance
and quantum of these investments aggregating to H 33,794.18
/- lakhs as at March 31, 2025 representing 24.20% of Tota
assets, we consider valuation / impairment of investments ir
subsidiaries and joint ventures to be a key audit matter.

How the matter was addressed in our audit

Our audit procedures included:

• Evaluating design and implementation and testing
operating effectiveness of controls over the
Company's process of impairment assessment and
approval of forecasts.

• Assessing the financial position of the subsidiaries
and joint ventures, assessing profit history and projec
details of those subsidiaries and joint ventures.

• Verifying the inputs used in the projected profitability.

• Testing the assumptions and understanding the
forecasted cash flows of subsidiaries and joint ventures
based on our knowledge of the Company and the
markets in which they operate.

• Assessing the comparability of the forecasts with
historical information.

• Analysing the possible indications of impairment
and understanding Company's assessment of
those indications.

• Considering the adequacy of disclosures in respect of
the investment in subsidiaries and joint ventures.

Recoverability of loans in the nature of project
advances to and investment in financial instruments
of group entities:

The Company has extended loans to and invested in financial
instruments of group entities aggregating to H 66,878.10/- Lakhs
as at March 31, 2025representing 47.89% of total Assets. These
are assessed for recoverability at each period end. Due to the
nature of the business in the real estate industry, the Company
is exposed to heightened risk in respect of the recoverability of
the loans/financial instruments granted to the group entities. In
addition to nature of business, there is also significant judgment
involved as to the recoverability of the project specific loans/
financial instruments. This depends on property developments
projects being completed over the time period specified in
agreements. We have identified measurement of loans/financial
instruments to group entities as key audit matter because
recoverability assessment involves Company's significant
judgement and estimate.

How the matter was addressed in our audit

Our procedures included:

• Evaluating the design and implementation and testing
operating effectiveness of key internal controls placed
around the impairment assessment process of the
recoverability of the loans/financial instruments.

• Assessing the net worth of subsidiaries and joint ventures on
the basis of latest available financial statements.

• Assessing the controls for grant of new loans/financial
instruments and sighting the approvals obtained.

• Tracing loans/financial instruments advanced / repaid during
the year to bank statement.

• Obtaining confirmations to assess completeness and
existence of loans/financial instruments and advances given
to subsidiaries and joint ventures as on March 31, 2025.

Other Information

The Company's Board of Directors is responsible for the
preparation of other information. The other information comprises
of the information included in the Annual Report but does not
include the Financial Statements and our auditor's report thereon.
The aforesaid other information is expected to be made available
to us after the date of this report.

Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements, or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the above mentioned reports, if we conclude
that other information is materially inconsistent with the financial
statements we are required to communicate the matter to those
charged with governance as required under SA 720 “The Auditor's
responsibilities relating to Other Information”.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company's Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true and fair
view of the financial position, financial performance, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards specified under section 133 of the
Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of
Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative
but to do so. The Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether
the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these Standalone Financial Statements.

As part of an audit in accordance with Standards on Auditing,
we exercise professional judgment and maintain professional
scepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013 as amended, we are also responsible
for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures
in the Standalone Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial
Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the Financial Statements may be influenced. We consider
quantitative materiality and qualitative factors in

(i) Planning the scope of our audit work and in evaluating the
results of our work; and

(ii) To evaluate the effect of any identified misstatements in the
financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other Matters

We draw attention to note no 52.1 of Audited Standalone Financial
Statements disclosing impact of merger between the Company
and its wholly owned subsidiary, Marathon Nextgen Township
Private Limited (MNTPL) with effect from April 01, 2019 as being
the appointed date (“Merger”). Accordingly, the previous periods
comparative figure included in the Audited Consolidated Financial
Statements are restated figures after giving impact to the said
Merger. The financial statements of MNTPL as considered above
were audited by other auditor.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in
the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 197(16) of the Act, we report that the
Company has paid remuneration to its directors during the
year in accordance with the provisions of the limits laid down
under Section 197 read with Schedule V of the Act.

3. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement
of Changes in Equity and the Cash Flow Statement
dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules,
2015, as amended.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being appointed
as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure B”.

(g) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Financial Statements - Refer Note no
39 to the Standalone Financial Statements

ii. The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long¬
term contracts including derivative contracts.

iii. There were no amounts that were required to
be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented to us

that, to the best of its knowledge and belief,
as disclosed in the notes to the financial
statements no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the Company to
or in any other persons or entities, including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us
that, to the best of its knowledge and belief,
as disclosed in the notes to the financial
statements, no funds have been received
by the Company from any person(s)

or entity(ies), including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been
considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that cause us to believe that the
representation given by the Management
under paragraph (3) (g) (iv) (a) and (b) above
contain any material misstatement.

v. The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount of
Dividend proposed is in accordance with Section
123 of the Act, as applicable.

vi. Based on our examination, which included test
checks carried out on software's application
level and review of information and explanations
given to us, the company has used an accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility at application level and the same has
operated throughout the year for all relevant
transactions recorded in the accounting software.
Further, during the course of our audit, we did
not come across any instances of the audit trail
feature being tampered with and the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

For Rajendra & Co.

Chartered Accountants

Firm's Registration No. 108355W

Madhur Ratanghayra

Partner

Membership No. 173438

UDIN: 25173438BMOFKM9729

Place: Mumbai

Date: May 21, 2025