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, 2026, 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, 2026, 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, 2026. 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 fulfilled the
responsibilities described in the Auditor's responsibilities
for the audit of the Standalone Financial Statements
section of 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 misstatement of the Standalone Financial
Statements. The results of our audit 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 and 6 of standalone financial
statements)

EMPHASIS OF MATTER

We refer to Note No. 53 to the Standalone Financial
Statements relating to the Scheme of Amalgamation and
Arrangement (“Scheme”) as approved by Board of Directors
of the Company at its meeting held on March 31, 2025,
which provides for the amalgamation of the various group
Companies with the Company, with an appointed date of
January 1, 2025. The Scheme is subject to obtaining the
requisite approvals and sanctions from the NCLT, as well
as the approval of the shareholders and/or creditors of
the Company, the Central Government and such other
regulatory or competent authorities as may be required or
directed by the NCLT. Accordingly, the Financial statements
of the Company will be restated to give effect to the said
scheme of merger on receipt of the requisite approvals.

Our opinion on Financial statements and our report on
Other Regulatory Requirements below is not modified in
respect of the above matter.

RECOVERABILITY OF INVESTMENT IN SUBSIDIARIES
AND JOINT VENTURES

The Company's investments in subsidiaries and joint
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 Rs.48,883.18 /- lakhs as at March
31, 2026 representing 22.14% of Total assets, we consider
valuation / impairment of investments in 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 project
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 Rs
1,09,411.03 /- Lakhs as at March 31, 2026 representing
49.56% 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,
2026.

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.

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, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 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 40 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;

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

Place: Mumbai Membership No. 173438

Date: May 27, 2026 UDIN: 26173438SLSRKR4318