Your Directors have pleasure in presenting the Forty Ninth Annual Report together with the Audited Financial Statements for
the Financial Year ended 31 March 2026:

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 2025-26, total revenue of
the Company on standalone basis was ' 35,543.17/-
Lakhs as against ' 35,182.79/- Lakhs in the previous
year. Profit before Tax was ' 23,383.42/- Lakhs as
against ' 16,133.17/- Lakhs in the previous year and
total comprehensive income was ' 18,954.71/- Lakhs
as against ' 13,563.93/- Lakhs in the previous year.

Consolidated:

During the financial year 2025-26, total revenue of
the Company on consolidated basis was ' 63,858.05/-
Lakhs as against ' 67,640.37/- Lakhs in the previous
year. Profit before Tax was ' 24,691.36/- Lakhs as
against ' 20,788.79/- Lakhs in the previous year and
total comprehensive income was ' 20,588.86/- Lakhs
as against ' 19,038.21/- Lakhs in the previous year.

3. NATURE OF BUSINESS

The Company is primarily engaged in the activities of
Real Estate construction and 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
Re. 1/- per fully paid-up equity share of face value of
' 5/- each i.e. 20% of the paid-up value for the financial
year ended 31 March 2026.

The payment of final dividend is subject to the approval
of shareholders at the 49^th Annual General Meeting
(AGM) and will be paid on or after 28 September,
2026. The record date for the purpose of payment
of final dividend is 18 September 2026. In view of the
applicable provisions of Income Tax Act, 1961, dividend

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

The Board has adopted a Dividend Distribution
Policy which sets out the parameters in determining
the payment / distribution of dividend. The details
of Dividend Distribution Policy is available on
the Company's website at https://marathon.in/
nextqencorporate-qovernance/.

5. TRANSFER TO RESERVES

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

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

Following material changes and commitments occurred
during the financial year 2025-26 and between the
end of the financial year and the date of the Report
affecting the financial position of the Company:

1. Invested 90% stake in Sunset Spaces Private
Limited (SSPL) resulting into SSPL becoming a
Subsidiary of the Company.

2. Payment of final dividend at the rate of 20% i.e
Re. 1/- per equity share of face value of ' 5/-
each (fully paid up) for the financial year ended
31 March 2025.

3. During FY 2025-26, the Company successfully
completed a Qualified Institutions Placement
(QIP) and raised approximately ' 900 crores
through the issuance of equity shares to
qualified institutional buyers. The proceeds were
earmarked for debt reduction, acceleration of
ongoing projects, and funding future growth
opportunities.

4. During the year, the Company approved
investment of up to ' 70 crores out of which
' 48.6 crores has been invested in the first tranche
in Nexzone IT Infrastructure Private Limited, its
wholly owned subsidiary, through subscription to
optionally convertible debentures, to support the
subsidiary's business and growth requirements.

5. During the year, Nexzone IT Infrastructures
Private Limited, a wholly owned subsidiary of
the Company, acquired controlling interest in
DVK Developers Private Limited, Shree S S
Developers Private Limited and Shree Swami
Samarth Builders. The acquisition is expected to
strengthen the Group's real estate development
portfolio and enhance its growth opportunities in
the Mumbai Metropolitan Region.

6. During the year, the Company received

Observation Letters from NSE and BSE conveying
no adverse observations/no objection to the
proposed Composite Scheme of Amalgamation
and Arrangement. The Scheme shall become
effective upon receipt of the necessary approvals
from the shareholders, creditors, regulatory
authorities and the Hon'ble NCLT.

Confirmations:

There were no revisions to the financial statements
and the Board's Report of the Company during the
year; and 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 deposits from the
public/ members during the year under review within
the meaning of sections 73 and 74 of the Companies
Act, 2013, read together with the Companies
(Acceptance of Deposits) Rules, 2014, and accordingly,
no amount on account of principal or interest on public
deposits was outstanding as on 31 March 2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 Articles of
Association of the Company, Mr. Kaivalya Chetan Shah
(DIN: 03262973) and Mr. Samyag Mayur Shah
(DIN: 06884897) Whole Time Directors, retire by
rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re- appointment.
Profile and other information of the Directors to be
reappointed, as required under Regulation 36 of the
Listing Regulations and Secretarial Standards - 2
forms part as 'Annexure 1' of the Notice convening the
ensuing Annual General Meeting.

The above proposal for re-appointment forms part of
the Notice of the 49^th Annual General Meeting and is
recommended for approval of shareholders.

Director and Key Managerial Personnel (KMP)

There were no changes in the composition of the Board
of Directors or the Key Managerial Personnel of the
Company during the financial year under review. The
Directors and Key Managerial Personnel continued to

hold their respective positions throughout the year.
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 Directors, 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.

Meeting of Independent Directors:

In accordance with the provisions of the Companies
Act, 2013, Two separate meetings of the Independent
Directors of the Company were held on 11 August
2025 and 24 March 2026.

Declaration of Independent Directors:

The Company has received the necessary declaration
from each Independent Director under Section 149 (7)
of the Companies Act, 2013 that they meet the criteria
of independence laid down in Section 149 (6) of the
Companies Act, 2013 along with a declaration received
pursuant to sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014. They have also furnished the declaration
pursuant to Regulation 25(8) of the SEBI Listing
Regulations affirming compliance with the criteria of
Independence as provided under Regulation 16(1)(b) of
the SEBI Listing Regulations.

Based on the declarations and confirmations of the
Independent Directors and after undertaking the
due assessment of the veracity of the same, the
Board of Directors recorded 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 SEBI Listing Regulations.
Further, the Independent Directors have also confirmed
that they have complied with the Company's code of
conduct.

Familiarisation programme for Independent
Directors:

Your Company has in place the familiarisation
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
familiarise with the Company's procedures and
practices. The details of the training and familiarisation
programme are provided in the Corporate Governance
Report, which forms part of this Annual Report.

10. PERFORMANCE EVALUATION

The Nomination Remuneration & Compensation
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 & Compensation 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 5 (Five)
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

The Nomination and Remuneration Policy of the
Company, inter alia, provides that the Nomination and
Remuneration Committee shall: (i) formulate the criteria
for Board membership, including the appropriate
mix of Executive & Non-Executive Directors; (ii) lay
down the criteria for appointment in Key Managerial
Personnel and Senior Management positions; (iii)
approve and recommend compensation packages
and policies for Directors and Senior Management;
(iv) lay down the process for the effective manner of
performance evaluation of the Board, its Committees
and the Individual Directors; and (v) play the role of
Compensation Committee in accordance with the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SEBI SBEB Regulations”)
and administer the MNRL Employee Stock Option Plan
2020.

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

The Company adopts a systematic approach to
risk management that encompasses the regular
identification, assessment, documentation, mitigation,
and monitoring of risks. Periodic risk assessments
are conducted to evaluate potential threats and
opportunities that may impact the achievement of the
Company's strategic and operational objectives.

Your Company falls under top 1000 listed companies
based on the market capitalisation. 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-
corporategovernance. 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 2’ 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 6' 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.

The certificate from the Secretarial Auditor on the
implementation of the ESOP-2020 Plan in accordance
with Regulation 13 of the SEBI SBEB Regulations, has
been uploaded on the Company's website at https://
marathon.in/nextgen/. During the financial year under
review, there was no allotment of stock option under
its ESOP-2020 Scheme.

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 29 September 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 31 March 2026
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 the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, M/s. M P Sanghavi & Associates LLP, Company
Secretaries (FRN L2020MH007000), a Peer reviewed
Firm (Certificate No: 2972/2023), were appointed for a
period of five consecutive years from the conclusion
of the 48^th Annual General Meeting till the conclusion

of the 53^rd Annual General Meeting to be held in the
financial year 2030-31 to conduct the secretarial audit
of the Company. The Secretarial Audit Report in Form
No. MR -3 for the financial year ended 31 March 2026,
is annexed herewith as ‘Annexure 3' to this Board's
Report.

The Secretarial Audit Report for the FY 2025-26
does not contain any observations by the Secretarial
Auditor.

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.

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 re¬
appointed M/s. Moore Singhi Advisors LLP., Chartered
Accountant, 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 re-appointed M/s. Manish Shukla &
Associates, Cost Accountants, as Cost Auditor of
the Company for conducting its Cost Audit for
FY 2025-26. 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, none of the
Auditors of the Company have identified and reported
any fraud as specified under the second proviso of
Section 143(12) of the Act.

20. MERGER /AMALGAMATION

On 31 March 2025, the Board of Directors 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. Pursuant thereto, the Company submitted
the Scheme to the stock exchanges for obtaining
their no-objection under Regulation 37 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Accordingly, the Company received Observation
Letters from BSE Limited and National Stock
Exchange of India Limited conveying their no adverse
observations/no objection to the proposed Scheme.
The Company has filed Company Scheme Application
to NCLT and the Scheme is subject to the requisite
approvals of the shareholders, creditors, regulatory
authorities and sanction of the Hon'ble National
Company Law Tribunal (NCLT).

Further, subsequent to the end of the financial year, the
Hon'ble National Company Law Tribunal (“NCLT”) has
passed an order directing the Company to convene
meetings of its Equity Shareholders and Creditors in
connection with the proposed Composite Scheme
of Amalgamation and Arrangement. Pursuant to the
said order, the Company has issued the requisite
Notice of the meetings to its Equity Shareholders and
Creditors. The meetings of the Equity Shareholders
and Creditors of the Company are scheduled to be
held on 07 September 2026, in accordance with the
directions of the Hon'ble NCLT.

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 31 March
2026 are appended as ‘Annexure - 5’ 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 31 March 2026, the Company had 9

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

9. Sunset Spaces 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

D. Step Down Subsidiaries:

1. DVK Developers Private Limited,

2. Shree S S Developers Private Limited

3. Shree Swami Samarth Builders

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 will form part of
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 nine (9) subsidiaries, there are
two (2) unlisted material subsidiaries viz., Sanvo
Resorts Private Limited and Terrapolis Assets
Private Limited for the period under review.

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

During the financial year under review, there were
no significant or material orders passed by any
regulator, court or tribunal which had or may have an
impact on the going concern status or operations of
the Company. Subsequent to the financial year, the
Hon'ble National Company Law Tribunal (“NCLT”) has
passed an order in relation to the proposed Composite
Scheme of Amalgamation and Arrangement, directing
the Company to convene meetings of its Equity
Shareholders and Creditors. The said meetings have
been convened and are scheduled to be held on
07 September 2026, in accordance with the directions
of the Hon'ble NCLT. The aforesaid proceedings are
not expected to have any adverse impact on the going
concern status or operations of the Company.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal controls 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 31 March 2026, 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 31 March
2026 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 4' 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 31 March
2026 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. 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.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report
of the Company for the financial year ended 31 March
2026, 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/

32. 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 & 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.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORK PLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Marathon group has 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.

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

During the year under review, the Company has
complied with all the applicable provisions of the
Maternity Benefit Act, 1961, and rules made thereunder.
The Company also ensures that no discrimination
is made on recruitment or service conditions on the
grounds of maternity.

35. CREDIT RATING

During the financial year under review, the credit rating
assigned to the Company in respect of its borrowings
was withdrawn upon repayment of the underlying loan
facility. The Company did not obtain any fresh credit
rating during the year. Accordingly, there was no credit
rating outstanding in respect of such borrowings as at
31 March 2026.

36. 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.

37. LISTING FEE

The Annual Listing Fee for the Financial Year 2025-26
has been duly paid within the stipulated time frame to
BSE Limited & The National Stock Exchange of India
Limited.

38. DEMATERIALISATION OF SHARES

Details of shares of the Company held in demat as well
as in physical mode as on 31 March 2026 are as under:

The members are aware that the Company's equity
shares are under compulsory trading in dematerialised
form for all categories of investors. The shareholders,

Members whose email addresses are registered with the
Company, its Registrar and Share Transfer Agent (“RTA”)
or their respective Depository Participants (“DPs”).
Members whose email addresses are not registered
will be provided with a letter containing the web-link
and QR code for accessing the Notice of the AGM and
the Annual Report. Members may request a physical
copy of the Annual Report and Notice of the AGM by
writing to the Company at cs@marathonrealty.com,
mentioning their DP ID and Client ID/Folio No., or by
raising a service request with the Company's RTA at
info@adroitcorporate.com.

The Notice of the AGM and the Annual Report will also
be made available on the Company's website, the
websites of BSE Limited and National Stock Exchange
of India Limited, and the e-voting platform of National
Securities Depository Limited (“NSDL”).

A Member shall be entitled to request a physical copy
of the Notice of the AGM and the Annual Report by
making a request to the Company.

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.

By Order of the Board

for Marathon Nextgen Realty Limited

Chetan R. Shah

Chairman & Managing Director
DIN: 00135296