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 Company's financial performance for the financial year under review along with previous financial year's figures is given hereunder:

2. BUSINESS OVERVIEW /PROSPECTS:

Standalone:

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

Consolidated:

During the financial year 2024-2025, total revenue of the
Company on consolidated basis is H 67,640.37/- Lakhs as
against H 74583.99/- Lakhs in the previous year. Profit before
Tax of H 20,788.79/- Lakhs as against H 18015.39/- Lakhs in the
previous year, total comprehensive income of H 19,038.21/-
Lakhs as against H 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 H 1.00 per fully paid-up
equity share of face value of H 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 Police
which sets out the parameters in determining the payment
distribution of dividend. The details of Dividend Distributor
Policy is available on the Company's website at https:/
marathon.in/nextgencorporate-governance/

5. TRANSFER TO RESERVES:

During the financial year under review, no amount wa:
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 o
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 anc
hence these companies become the wholly owned
subsidiaries of the Company.

2. Payment of final dividend at the rate of 20% i.e H 1.00
per equity share of face value of H 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 H 5/- each of the Company on
9^th May, 2024, pursuant to exercise of stock option:
under its ESOP-2020 Scheme. The paid up share
capital of the Company accordingly increased from
25,58,56,485 /- (5,11,71,297 equity shares of H 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
H 75,00,00,000/- (Seventy Five Crores) divided into
14,75,00,000 (Fourteen Crore Seventy Five Lakhs
equity shares of H 5/- (Five only) each and 1,25,000
(One Lakh Twenty Five Thousand) Preference Share o
H 100/- (Hundred only) each.

5. The Company has successfully completed the fund
raising of H 900 Crore by way of Qualified Institution:
Placement and allotted the 1,62,12,406 Equity Shares
to eligible QIBs. Pursuant to the allotment of Equite
Shares under the QIP, the paid-up equity share capita
of the Company stands increased from H 25,60,40,700
consisting of 5,12,08,140 Equity Shares of H5/- each to
H 33,71,02,730 consisting of 6,74,20,546 Equite
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 Hon'ble 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 Hon'ble National Company Law Appellate Tribunal
(NCLAT) on 16th August, 2023 seeking to rectify the
order. The Hon'ble 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 Company's 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 Company's 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 arm's 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 Company's
financial growth and success. An effective stock option
scheme enables retention of talent and aligning employee's
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 Company's 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
H 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 H 25,58,56,485 /- (5,11,71,297 equity shares of H 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 Firm's 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 Auditor's 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 Hon'ble 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 Hon'ble National Company Law Appellate
Tribunal (NCLAT) on 16th August, 2023 seeking to rectify
the order. The Hon'ble 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
Company's 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 COMPANY’S OPERATIONS IN
FUTURE:

The Hon'ble 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 Hon'ble National Company Law Appellate
Tribunal (NCLAT) on 16th August, 2023 seeking to rectify
the order. The Hon'ble 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 company's 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. DIRECTOR’S 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.

9. 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:

line 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