Note 5.4: The Hon’ble National Company Law Tribunal vide its order dated 14^th 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 1^st April, 2020 as being the appointed date instead of 1^st April, 2019 as was envisaged in the scheme. Being aggrieved by the said order, the Company has filed an appeal before the Hon’ble National Company Law Appellate Tribunal on 16^th August 2023 seeking to rectify the order. Pending the outcome of the appeal, no effect has been given to the scheme of Merger in the Financial Results. For the year ended 31^st March 2024, the Company has not recognized interest income on its investment in 12,663, 7% debentures of '. 1,00,000/- each issued by MNTPL.

Note 5.5: On 6^th October,2023 in terms of the shareholder approval dated 27^th September,2023, the Companuy has invested in the 90,000 equity shares being 90% paid up equity share capital of Nexzone Fiscal Services Private Limited at price of ' 1,200 per share agreegating to ' 1,080 Lakhs and in terms of such investment, the Nexzone Fiscal Services Private Limited became the 90% subsidiary of the Company.

Note 5.6: During the year, after investment in 90,000 equity shares being 90% paid up share capital of 'Nexzone Fiscal Services Private Limited' aggregating to ' 1,080 Lakhs, Company has further purchased 22,60,000 of 0% Non-Cumulative Redeemable Preference Shares from existing preference shareholders at face value aggregating to ' 2,260 Lakhs.

Note 5.7: Investment in Mutual fund is fair valued at closing Net Annual Value (NAV).

Note 5.8: National Saving Certificate is given to Bombay Port Trust Limited as security deposit.

Note 5.9: The Company's holding and its subsidiary, Marathon Nextgen Township Private Limited's holding in Sanvo Resorts Private Limited has been pledged as collateral for loans raised by Sanvo Resorts Private Limited.

Note 5.10: The Company has complied with the number of the layer of the subsidiaries as per clause 87 of the section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

Note 19A: Terms, rights & restrictions attached to

1. Equity Shares:

The Company has only one class of equity shares having a face value of ' 5/- per share. Accordingly, all equity shares rank equally with regards to dividends & share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Preference Shares:

The Company has two classes of preference shares having face value of ' 100/- each. The preference shares rank ahead of equity shares in the event of liquidation.

Note 20.1: Nature and purpose of reserves:

(a) Capital Reserve:

As per provisions of Ind AS 103 'Business Combination, Capital reserve has been created which constitutes the difference between the fair market value and book value of the assets and liabilities arising out of the slum sale agreement that the Company entered into with its Holding Company Marathon Realty Private Limited during the financial year 2017-18.

(b) Capital Redemption Reserve:

As per Companies Act, 2013, capital redemption reserve is created when Company purchases its own shares out of free reserves. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilized in accordance with the provisions of section 69 of the Companies Act, 2013.

(c) Share Option Outstanding Account:

Share option outstanding account is credited when the employee share based payments expenses are recognised on granting of the share options and in turn will be transferred to securities premium/equity share capital on exercise of the share options.

(d) General Reserve:

The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

(e) Retained Earnings:

Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.

(f) Other Comprehensive Income (OCI):

The Company has elected to recognize changes in the fair value of certain (non strategic) investments in equity shares in other comprehensive income. These changes are accumulated within the FVTOCI equity investment reserve within equity. Also Re-measurement of Defined Benefit Plan in respect of post employment are charged to Other Comprehensive Income.

Note 40.1: On 3^rd November 2021, the Deputy Commissioner of Sales Tax has dismissed the appeal filed by the Company for the financial years 2006-07, 2007-08 and 2009-10 against the order passed by Assistant Commissioner of Sales Tax -Investigation. The Company has filed a writ petition against the said order with the Hon'ble Bombay High Court. The Hon'ble Bombay high court has quashed order passed by the Deputy Commissioner of sales tax and remanded the matter back for denovo assessment. Consequently the demand raised by the Assistant Commissioner of Sales Tax - Investigation is nullified. The denovo assesement is still not completed.

Note 40.2: The Company had received demand of ' 139.62 Lakhs FY 2012-13 from Dy Commissioner Sales Tax against which Company had filed appeals by paying requisite appeal fees and the appeal is yet to be heard.

Note 40.3: The Company had received the demands from Central Excise department for various years against which Company is under appeal before the appellate authorities. These matter pertain to the periods when the Company was engaged in the manufacture of textiles.

Note 40.4: The Employees Provident Fund Organization have issued a show cause notice against the Company raising a claim of ' 38.83 Lakhs purportedly being arrears pertaining to damages and delayed payment of interest. The Company has appealed against the order in the Provident Fund Appellate Tribunal and pending hearing the recovery of principal interest and damages has been stayed.

Note 40.5: Cadastral survey No.166 is the land on which commercial project Marathon Future x is being constructed. This Land is jointly owned by the Company and holding Company, Marathon Realty Private Limited. Both the Companies owns stock in precincts either in form of completed units or in the form work in progress. The borrowings by either of these companies against hypothecation of stock of the other Company becomes a co-borrower.

Note 40.6: The Income Tax Appellate Tribunal quashed the appeal filed by the Dy Commissioner of Income Tax, Central Circle 6(3), for FY 2010-11, 2011-12 & 2012-13 on matters relating Section 143(3) read with Section 148 of the Income Tax Act 1961. Being aggrieved by the order, the Principal Commissioner of Income Tax, Central Circle 3, has filed a writ petition before the Honble Bombay High Court. The matter is yet to be admitted and the Company does not envisage any additional liability in the matter.

NOTE 42: LEASE

Company as a lessee:

The Company has been operating from the premises owned by Holding Company Marathon Realty Private Limited. The Company had entered into an agreement (Memorandum of Understanding) for payment of rent on the premises occupied by it. The rental payable per annum is ' 291.99 Lakhs [FY 2022-23: ' 291.99 Lakhs] and such lease facility is for the period of one year.

NOTE 43: DISCLOSURE AS PER IND AS 115

(a) The Company is primarily engaged in the business of construction, development, Leasing and sale of commercial and residential real estate projects. The core business activities are carried out under various business model likes own development, through joint ventures and joint development and other arrangements with third parties.

NOTE 44: EMPLOYEE BENEFITS

The details of employee benefits as required under Ind AS 19 ‘Employee Benefits’ is given below

(A) Defined Contribution Plan:

Amount recognized as an expense in the Statement of Profit and Loss in respect of Defined Contribution Plans (Provident funds and others) is ' 39.61/- Lakhs (Previous Year - ' 45.39/- Lakhs)

(B) Leave obligation:

The leave obligations cover the Company’s liability for sick and earned leave. The amount recognised in the statement of Profit Loss as Leave salary expenses ' 10.71 Lakhs (Previous year - ' 7.13)

(C) Defined benefit plan: (Non-Funded)

Gratuity is a defined benefit plan covering eligible employees. The plan provides for a lump sum payment to vested employees on retirement, death while in employment or termination of employment of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs on completion of five years of service.

a. The discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.

b. Expected Rate of Return of Plan Assets: This is based on the expectation of the average long term rate of return expected on investments of the Fund during the estimated term of obligations.

c. Salary Escalation Rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors

d. Withdrawal Rate: It is the expected employee turnover rate and should be based on the Company’s past attrition experience and future withdrawal expectations.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior year.

NOTE 45: EMPLOYEE STOCK OPTION PLANS

Employee Stock Option Plan 2020

The Shareholder of the Company has approved the 23,00,000 ESOP under ESOP 2020 scheme.

The employee stock option cost has been computed with reference to the fair value of options granted and amortized over vesting period. Company has accounted for employee stock option cost (equity settled) amounting to NIL [PY: ' 9.31 Lakhs]. The Expenses related to option granted to the employees of the subsidiary, holding Company and associates amounting to NIL [PY: ' 38.61 Lakhs] is recovered from respective entities.

NOTE 46: SEGMENT INFORMATION

Basis of Segmentation and Geographical Information

The Company is engaged in Real Estate. The operations of the Company do not qualify for reporting as separate business segments as per the criteria set out under Indian Accounting Standard 108 (Ind AS-108) on “Operating Segments". The Company is operating in India hence there is no reportable geographic segment. Accordingly no disclosure is required under Ind AS - 108.

Note 47.1: Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company.

Financial instrument Disclosure:

NOTE 50: CAPITAL RISK MANAGEMENT

The Company’s capital management objectives are:

- to ensure the Company’s ability to continue as a going concern;

- to maximize the return to stakeholders through the optimization of the debt and equity balance.

The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Fair value of investment through Profit and loss A/c is comprising of investment in Mutual fund. It is based on the net assets value (‘NAV”) as stated by issuers of the mutual fund.

Other price risk:

The Company is not exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.

II) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instruments of the Company result in material concentration of credit risk.

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.

ii) Concentration of financial asset

The Company’s principal business activities are construction and development of real estate projects, Leasing of commercial space and all other related activities. The Company’s outstanding receivables are for real estate project advisory business. Loans and other financial assets majorly represents loans to subsidiaries and deposits given for business purposes.

III) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

NOTE 53: FAIR VALUE DISCLOSURES

Fair value hierarchy

The fair value of the financial assets and liabilities are included at the amount at which the instrument can be exchanged in the current transaction between willing parties, other than in a forced or liquidation sale.

Level 1: Quoted prices (Unadjusted) in active markets for identical assets & liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset & liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (Unobservable inputs).

The following tables provides the fair value measurement hierarchy of the Company’s assets and liabilities:

The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

Security Deposits are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

Note 54.1:

i. The Company has entered into an agreement with Matrix Waste Management Private Limited for area or revenue sharing of 12.5% revenue generated from the earmaked area for which development rights have been acquired by the Company.

ii. The Company has entered into an agreement with Ithaca Informatics Private Limited (merged with Marathon Realty Private Limited w.e.f 01.04.2016) for revenue or area sharing based on 12.5% of revenue generated from the developed area for which development rights have been acquired by the Company.

iii. Pursuant to an agreement, the Company has given advances to explore for the opportunities in a project to Marathon Realty Private Limited., with whom it is going to jointly execute the said project. At periodic intervals surplus amount are returned as they are not immediately required for the project.

iv. Company had entered in to related party transaction with United Builder to sale the FSI generated from Neo square project & consideration is on kind i.e. 60% of revenue from sale of earmarked are of the project Zaver Arcade. The earmarked area is still unsold.

v. The Company had give the corporate guarantees for borrowing made by the Group companies. Refer Note 41 for the same.

NOTE 55: ADDITIONAL REGULATORY INFORMATION

i There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Transactions Act, 1988 and rules made there under.

ii The Company do not have any transactions with companies struck off.

iii The Company, generally do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v The Company have not advanced or given loans or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii The Company do not have any transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

viii No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the year except as refered in Note 5.4.

NOTE 56: DIVIDEND ON EQUITY SHARES

The Board of Directors of the Company has proposed dividend of ' 1/- (' 1/-) per equity share for the financial year 2023-24. The payment of dividend is subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

NOTE 57: WARRANT

During the year, the Company has issued 48,00,000 equity shares having face value of ' 5/- each at a premium of ' 130/- per equity share on exercise of the option of conversion of the equity warrants in terms of the Preferential allotment of the shares.

NOTE 58: AUDIT TRAIL

The Company has maintained proper books of account as prescribed under Section 128(1) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended). The books of accounts are maintained in electronic mode. Back-ups of books of account and other relevant books and papers maintained in electronic mode are kept as per the policy of the Company. The back-up of the accounting systems are kept in a server physically located in India and is done on a daily basis.

The Company is using accounting software/s 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 software/s. Further there were no instances of audit trail feature being tampered with in respect of these software/(s).

Note 59: Previous Year’s figure have been regrouped/rearranged, wherever necessary.