2.15 Provisions, Contingent Liabilities and Contingent Assets :
A provision is recognised when the Company has a present obligation as a result of past event and it is probable than an outflow of resources will be required to settle the obligation, in respect of which the reliable estimate can be made. When a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material) and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets.
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits. Contingent Assets are not recognised though are disclosed, where an inflow of economic benefits is probable.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
2.16 Segment Reporting
The Chief Operational Decision Maker (CODM) monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. The operating segments are identified on the basis of nature of product/services.
Recent accounting pronouncements
2.17 Standards effective after 31 March 2026
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2026, MCA has not notified any new standards or amendments to the existing standards which are effective from April 1, 2026, applicable to the Company.
5.4 Details of scheme of amalgamation is given in note no.53
5.5 During the year,
1. In terms of the Board approval dated 13 February, 2026, the Company has invested an aggregate amount of ' 810.00 Lakhs to acquire controlling stake (90%) in Sunsets Spaces private Limited.
2. In terms of the board approval dated 25 March 2026, the Company has invested an aggregate amount of ' 4,860.00 Lakhs by subscribing to the Optionally Convertible Debenture (OCD) issued by its wholly owned subsidiary, Nexzone IT Infrastructure Private Limited (NzIT), which then invested this amount to acquire a controlling stake (50.99% effectively) in the following entities that became step-down subsidiaries of the Company:
a) DVK Developers Private Limited.
b) Shree S S Developers Private Limited.
c) M/s Shree Swami Samarth Builders.
In terms of these investments, above Companies became the subsidiaries and step down subsidiaries of the Company.
5.6 In terms of the board approval dated 5 March 2026, Loan given to Nexzone Fiscal Services Private Limited has been converted into 0% optionally Convertible Debenture aggregating to ' 7,500.00 Lakhs. [Refer Note 52B]
5.7 National Saving Certificate is given to Bombay Port Trust Limited as security deposit.
5.8 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.
19E Equity Shares issued under Qualified Institutional Placement (“QIP”)
Pursuant to the approval of the members of the Company through Postal Ballot on 14 December 2024, the Company, under the Qualified Institutional Placement (“QIP”) has raised the ' 89,999.93 Lakhs on 30 June 2025 and allotted 1,62,12,406 number of equity shares having face value of ' 5 /- per share at ' 555.13 per shares (including premium of ' 550.13/- per share) on 01 July 2025. The issue price, as approved by the operations committee of the Company, is at discount of ' 29.21/- per share i.e 5% on floor price as determined in terms of SEBI ICDR Regulations.
Further, expenses related to the said issue aggregating to ' 833.37 Lakhs has been netted off against Security Premium collected on issue of said shares.
19F Equity shares movement during the 5 years preceding 31 March 2026
(a) The Company has not issued any shares without payment being received in cash.
19G Equity Shares Reserved for Issue Under Options
Refer Note no. 45 for details relating to shares reserves under option.
20.2 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 utilised in accordance with the provisions of section 69 of the Companies Act, 2013.
(c) Securities premium:
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
(d) 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.
(e) 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.
(f) 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.
(g) Other Comprehensive Income (OCI):-
The Company has elected to recognise 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.
40.1 On 03 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 assessment is still not completed. Consequently the demand raised by the Assistant Commissioner of Sales Tax - Investigation is nullified. The Company had paid the predeposit of ' 451.00 Lakhs.
40.2 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.
40.3 The Employees Provident Fund Organisation 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.
40.4 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.
40.5 The Income Tax Appellate Tribunal quashed the appeal filed by the Dy Commissioner of Income Tax, Central Circle 6 (3), for FY 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.
40.6 Represents civil suits filed against the Company.
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 2024-25: ' 291.99 Lakhs] and such lease facility is for the period of one year.
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.
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 ' 52.93/- Lakhs (Previous Year - ' 43.92/- 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 ' 9.49 Lakhs (Previous year - ' Nil)
(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.
The Government of India has Notified on May 8, 2026 Central Rules for implementation of Four Labour codes viz the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "Codes").
The exceptional item amounting to ' 77.93 Lakhs represents a one-time increase in the provision for employee benefits as assessed and recognized by the Company based on the actuarial valuation report.
As the Central Rules have been notified after the close of the financial year, the Company is in the process of making an assessment of any further impact on the financial statements. The impact if any, will be given effect to in the financial year ending 31 March, 2027.
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.
45. EMPLOYEE STOCK OPTION PLANS Employee Stock Option Plan 2020
45.1 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 '. 5.55 Lakhs [PY: '. 7.04 Lakhs]. The Expenses related to option granted to the employees of the subsidiary, holding company and associates amounting to '. 36.97 Lakhs [PY:'. 46.83 Lakhs] is recovered from respective entities.
During the year, on approval of the board of directors of the Company, the vesting period for the forth tranche and thereso of the ESOP has been amended over a period of the four years from the date of the grant in a grand manner at the rate of the 25% each years.
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.
Information about major Customer
Revenue from two [PY - No] customer aggregating to ' 6,181.16 Lakhs for the year ended 31 March 2026 [PY: Nil ] constituted more than 10% of the revenue of the Company.
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.
48. DETAILS OF CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE
As per section 135 of the Companies Act, 2013, amount required to be spent by the Company is computed at 2% of its average net profit for the immediately preceding three financial years, on Corporate Social Responsibility (CSR)
49. CAPITAL RISK MANAGEMENT
The Company's capital management objectives are:
- to ensure the Company's ability to continue as a going concern
- to maximise the return to stakeholders through the optimisation 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.
Financial risk management Objectives:-
In the course of its business, the Company is exposed primarily to fluctuations in interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company. I) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk such as equity price risk and commodity price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Future specific market movements cannot be normally predicted with reasonable accuracy.
Currency risk: The Company does not have material foreign currency transactions. The Company is not exposed to risk of change in foreign currency.
Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's fixed rate borrowings are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Profit or loss is sensitive to higher/lower interest expense from variable rate borrowings as a result of changes in interest rates.
(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.
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.
Credit Risk management :- (i) Credit risk rating:-
The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets A: Low credit risk B: High credit risk
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.
51. 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:
52.1 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 earmarked 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
vi Transaction amount is inclusive of Goods and Service Tax, if any
53. SCHEME OF AMALGAMATION 53.1 Proposed Scheme of Amalgamation
The Board of Directors of the Company at its meeting held on 31 March 2025 approved the 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 under Sections 230 to 232 and other applicable sections and provisions of the Companies Act, 2013 ("Scheme"). During the year, the Company has received the "No objection certificates" from the stock exchanges i.e. BSE & NSE and since has Submitted the said scheme with the Hon'ble National Company Law Tribunal (“NCLT”). Accordingly, the said Scheme of Amalgamation, with an Appointed Date of 01 January 2025 is subject to the requisite approvals and sanction of the NCLT and subject to the approval of shareholders and/or creditors of the Company, Central Government, or such other competent authorities as may be directed by the NCLT.
54. UTILISATION OF PROCEEDS FROM ISSUE OF SHARES Qualified Institutional Placement
During the year the Company had raised a sum of the ' 89,999.93 Lakhs on 30 June 2025 by allotting 1,62,12,406 number of equity shares having face value of ' 5/- per share at ' 555.13 per shares (including premium of ' 550.13/- per share) on 01 July 2025 on Qualified Institutional Placement (“QIP”).
55. ADDITIONAL REGULATORY INFORMATION
i There are no proceedings initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
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 referred in note 53.
58. Previous Year's figure have been regrouped/rearranged, wherever necessary.
56. DIVIDEND ON EQUITY SHARES
The Board of Directors of the Company has proposed dividend of ' 1 per equity share having face value of ' 5/- each for the financial year 2025-26 (PY ' 1/- for financial year 2024-25). The payment of dividend is subject to approval of the shareholders in the ensuing Annual General Meeting of the Company. Hence, not recognise as liability.
57. 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 only 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) and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
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