Directors Report of Marathon Nextgen Realty Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty Eighth Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2025:

1. FINANCIAL HIGHLIGHTS:

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

	STANDALONE		CONSOLIDATED
Particulars	Financial Year ended	Financial Year ended	Financial Year ended	Financial Year ended
	31st March, 2025	31st March, 2024*	31st March, 2025	31st March, 2024*
Revenue from Operations	24194.22	34480.73	58013.53	70461.50
Other income	10988.57	6519.03	9626.84	4122.49
Total Revenue	35182.79	40999.76	67640.37	74583.99
Expenses	19049.62	24269.54	46851.58	56568.60
Profit before exceptional item and tax	16133.17	16730.22	20788.79	18015.39
Exceptional Item	-	-	-	-
Profit before tax but after	16133.17	16730.22	20788.79	18015.39
exceptional item
Less: Taxation:
Current Tax	(2450.00)	(3400.00)	(4470.00)	(4975.00)
Deferred Tax	(10717)	227.12	(31.88)	336.87
Excess/Short provision of earlier year		-	(40.31)	(4.85)
Profit/Loss After Tax	13576.00	13557.34	16246.60	13372.41
Share of Profit/(Loss) in Joint Ventures	-	-	2806.53	3505.51
Other Comprehensive Income	(12.07)	(1.20)	(14.92)	0.59
Total Comprehensive Income For The Year	13563.93	13556.14	19038.21	16878.51
Earning Per Share (H)	26.51	28.05	37.21	34.43
Diluted Per Share (H)	26.50	26.47	3719	32.50

2. BUSINESS OVERVIEW /PROSPECTS:

Standalone:

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

Consolidated:

During the financial year 2024-2025, total revenue of the
Company on consolidated basis is H 67,640.37/- Lakhs as
against H 74583.99/- Lakhs in the previous year. Profit before
Tax of H 20,788.79/- Lakhs as against H 18015.39/- Lakhs in the
previous year, total comprehensive income of H 19,038.21/-
Lakhs as against H 16878.51/- Lakhs in the previous year.

3. NATURE OF BUSINESS

The Company is primarily engaged in the activities of
Real Estate Development. There was no change in nature
of the business of the Company, during the financial
year under review.

4. DIVIDEND:

In line with the Dividend Distribution Policy, your Directors
have recommended a final dividend of H 1.00 per fully paid-up
equity share of face value of H 5/- each i.e. 20% of the paid-
up value for the financial year ended March 31, 2025. The
proposed final dividend payout will amount to H6,74,20,546.

The payment of final dividend is subject to the approval
of shareholders at the 48^th Annual General Meeting (AGM)
and will be paid on or before September 29, 2025 The
record date for the purpose of payment of final dividend is
September 19, 2025. In view of the applicable provisions

of Income Tax Act, 1961, dividend paid or distributed by the
Company shall be taxable in the hands of the shareholders
Your Company shall, accordingly make the payment of the
final dividend after deduction of tax at source.

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

5. TRANSFER TO RESERVES:

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

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

Following material changes and commitments occurred
during the financial year 2024-25 and between the end o
the financial year and the date of the Report affecting the
financial position of the Company:

1. Acquisition of 100% shares of Marathon Energy Private
Limited, Marathon Nexzone Land Private Limited
Nexzone IT Infrastructure Private Limited, Nexzone
Water Management Private and Kanchi Rehab
Private Limited during the year under 2024-25 anc
hence these companies become the wholly owned
subsidiaries of the Company.

2. Payment of final dividend at the rate of 20% i.e H 1.00
per equity share of face value of H 5/- each (fully paid
up) for the financial year ended March 31, 2024.

3. The Board of Directors of the Company has allotted
36,843 equity shares of H 5/- each of the Company on
9^th May, 2024, pursuant to exercise of stock option:
under its ESOP-2020 Scheme. The paid up share
capital of the Company accordingly increased from
25,58,56,485 /- (5,11,71,297 equity shares of H 5/- each) to
H25,60,40,700/- (5,12,08,140 equity shares of H5/- each)

4. Increase in the Authorised Capital of the Company to
H 75,00,00,000/- (Seventy Five Crores) divided into
14,75,00,000 (Fourteen Crore Seventy Five Lakhs
equity shares of H 5/- (Five only) each and 1,25,000
(One Lakh Twenty Five Thousand) Preference Share o
H 100/- (Hundred only) each.

5. The Company has successfully completed the fund
raising of H 900 Crore by way of Qualified Institution:
Placement and allotted the 1,62,12,406 Equity Shares
to eligible QIBs. Pursuant to the allotment of Equite
Shares under the QIP, the paid-up equity share capita
of the Company stands increased from H 25,60,40,700
consisting of 5,12,08,140 Equity Shares of H5/- each to
H 33,71,02,730 consisting of 6,74,20,546 Equite
Shares of H5/- each.

6. The Board of Directors of the Company approved a
Composite Scheme of Amalgamation and Arrangement
amongst Matrix Water Management Private Limited,
Sanvo Resorts Private Limited, Marathon Realty Private
Limited, Matrix Enclaves Projects Developments Private
Limited, Matrix Land Hub Private Limited, Marathon
Nextgen Realty Limited, Marathon Energy Private
Limited, subject to regulatory approvals including
approval of Stock Exchanges, Shareholders/ Creditors,
National Company Law Tribunal.

7. The Hon''ble National Company Law Tribunal vide its
order dated 14th July, 2023 has sanctioned the scheme
of merger between the Company and its wholly owned
subsidiary, Marathon Nextgen Township Private Limited
(MNTPL), with effect from 01st April, 2020 as being
the appointed date instead of 01st April, 2019 as was
envisaged in the scheme. Being aggrieved by the
said order, the Company had filed an appeal before
the Hon''ble National Company Law Appellate Tribunal
(NCLAT) on 16th August, 2023 seeking to rectify the
order. The Hon''ble NCLAT vide order dated 29th May,
2024 has approved the appointed date of 01st April,
2019 and the order has been filed with MCA on 27th
June, 2024 and became effective. As a consequence
thereof MNTPL (Transferor Company) stand dissolved
without winding up.

There were no material changes in the nature of business of
the Company during the year under review.

7. CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance, along with a
certificate from the Auditors on its compliance, forms an
integral part of the Annual Report.

8. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public
during the financial year under review.

9. DETAILS OF DIRECTORS/KMP/ APPOINTED/
RESIGNED DURING THE FINANCIAL YEAR 2024¬
25 AND BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT AS PER
SECTION 134(3)(Q) READ WITH RULE 8(5)(III) OF
COMPANIES (ACCOUNT) RULES, 2014:

Board of Directors and Key Managerial Personnel:

a) Directors
Appointment

Mr. Kaivalya C. Shah (DIN: 03262973), was appointed as an
Additional (Executive) Director by the Board of Directors of
the Company w.e.f. May 28, 2024 to hold office upto the
ensuing AGM of the Company. Subsequently, Mr. Kaivalya
C. Shah was re-designated as Whole time Director by the
Shareholders through Postal Ballot process on 28^th July, 2024.

Mr. Samyag M. Shah (DIN: 06884897), was appointed as an
Additional (Executive) Director by the Board of Directors of
the Company w.e.f. May 28, 2024 to hold office upto the
ensuing AGM of the Company. Subsequently, Mr. Samyag
M. Shah was re-designated as Whole time Director by the
Shareholders through Postal Ballot process on 28^th July, 2024.

Mr. Devendra Shrimanker (DIN: 00385083), was appointed
as an Additional Director in the category of “Non-Executive
Independent” by the Board of Directors of the Company
w.e.f. May 28, 2024 to hold office upto the ensuing AGM.
Subsequently, Mr. Devendra Shrimanker was re-designated
as Non-Executive Independent Director by the Shareholders
through Postal Ballot process on 28^th July, 2024.

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 (“the Act”) and Rules made thereunder and
pursuant to Article of Articles of Association of the Company, Mr.
Mayur Ramniklal Shah (DIN: 00135504), Non-Executive Director,
retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re- appointment.

Profile and other information of the Director to be
reappointed, as required under Regulation 36 of the Listing
Regulations and Secretarial Standards - 2 forms part of the
notice convening the ensuing Annual General Meeting.

The above proposal for re-appointment forms part of the
Notice of the 48^th Annual General Meeting and recommended
for approval of shareholders.

b) Key Managerial Personnel (KMP)

Mr. Krishnamurthy Raghavan, Company Secretary and
Compliance Officer of the Company, retired from the
services of the Company w.e.f. the closing of business hours
of April 2, 2024. Subsequently, upon recommendation of
the Nomination and Remuneration Committee and approval
by the Board of Directors, Mr. Yogesh Patole (ACS 48777)
was appointed as the Company Secretary and Compliance
Officer w.e.f. May 28, 2024. Further, upon recommendation
of the Nomination and Remuneration Committee, the Board
appointed Mr. Suyash Bhise, as Chief Financial Officer (CFO)
of the Company w.e.f. June 21, 2024.

Presently, Mr. Chetan Ramniklal Shah (DIN: 00135296),
Managing Director, Mr. Kaivalya Chetan Shah (DIN:
03262973), Wholetime Director, Mr. Samyag Mayur Shah
(DIN: 06884897), Wholetime Director, Mr. Suyash Bhise, Chief
Financial Officer and Mr. Yogesh Patole, Company Secretary
are the Key Managerial Personnel of your Company in
accordance with the provisions of Section 2(51) and Section
203 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, from time to time.

c) Composition of the Board:

The composition of the Board is in conformity with
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There are 10 (Ten) Directors on the Board of the Company
as on the date of this Report. The Board comprises of 3
(Three) Executive Directors and 7 (Seven) Non-Executive
Directors out of which 5 (Five) are Independent Directors and
2 (Two) are Non-Independent Directors. The Company has
two Non-Executive Woman Director, including one woman
Independent Director on the Board of the Company. The
Board is headed by Mr. Chetan Shah, Chairman & Managing
Director of the Company. Further details on the composition
of the Board has been provided in the Corporate Governance
Report which forms an integral part of this Report.

d) Meeting of Independent Directors:

In accordance with the provisions of the Companies Act,
2013, a separate meeting of the Independent Directors of
the Company was held on March 31, 2025.

e) Declaration of Independent Directors:

The Company has received declarations from all the
Independent Directors confirming that they met the criteria
of Independence as prescribed under Section 149 (6) &
(7) of the Companies Act, 2013 issued thereunder and
under Regulation 16 (1) (b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they
have complied with the Code for Independent Directors
as prescribed in Schedule IV to the Companies Act, 2013
and with the Company''s Code of Conduct for Directors and
senior management personnel.

Based on the declarations and confirmations of the
Independent Directors and after undertaking due
assessment of the veracity of the same, the Board of Directors
expressed their opinion that all the Independent Directors
are independent of the Management and have fulfilled all
the conditions as specified under the governing provisions
of the Companies Act, 2013 and the Listing Regulations.

f) Familiarization program for Independent Directors:

Your Company has in place the familiarization programme for
Independent Directors with regard to their role, duties and
responsibilities, nature of the industry in which the Company
operates, business / operating model of the Company,
etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to
familiarize with the Company''s procedures and practices.
The details of the training and familiarization program are
provided in the Corporate Governance Report, which forms
part of this Annual Report.

10. PERFORMANCE EVALUATION:

The Nomination & Remuneration Committee of the Company
has formulated process and parameters for the evaluation
of the Directors individually, Committees of the Board and
the Board as a whole. The parameters for performance
evaluation, inter alia, includes performance of the Board on
deciding long term strategies, composition of the Board,
discharging governance duties and handling critical issues
and other price sensitive matters.

Pursuant to the provisions of the Act, read with Rules
issued thereunder and Regulation 17 of Listing Regulations,
the Board of Directors, based on the criteria/parameters
formulated by the Nomination & Remuneration Committee,
has evaluated the effectiveness of the Board as a whole,
the various Committees, Directors individually (excluding
Director being evaluated) and the Chairman.

The evaluation was carried out based on the ratings of
the Directors in the questionnaires circulated to them. The
statement including the manner in which the evaluation
exercise was conducted is included in the Corporate
Governance Report, which forms part of this Annual Report.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (Six) times
during the financial year under review. The dates of the
Board meeting and the attendance of the Directors at the
said meetings are provided in the Corporate Governance
Report, which forms part of this Annual Report.

12. VIGIL MECHANISM:

The Company has duly formulated a Vigil Mechanism /
Whistle Blower Policy in the Code of Conduct for Directors
and Senior Management. Each year, necessary affirmation of
compliance is made and the same is informed to the Audit
Committee/Board.

The said “Vigil mechanism” is hosted on the website of the
Company under the head of “whistle blower mechanism”. The
mechanism has necessary provisions relating to reporting the
complaint of unethical /improper conduct to the Chairman of
the Audit Committee and action suitable steps to investigate,
safeguarding measures of the “whistle blower(s)”.

During the financial year under review, no complaints or
alerts were received from any of the stakeholders.

13. AUDIT COMMITTEE

An Audit Committee of the Board of Directors is in existence
in accordance with the provisions of section 177 of the
Companies Act, 2013. For matter relating to constitution,
meetings and functions of the Committee, kindly refer
to the Corporate Governance Report forming part of
this Annual Report.

14. NOMINATION AND REMUNERATION POLICY:

For the purpose of selection of any Directors, Key Managerial
Personnel and Senior Management Employees, the
Nomination & Remuneration Committee identifies persons
of integrity who possess relevant expertise, experience and
leadership qualities required for the position. The Committee
also ensures that the incumbent fulfills such other criteria with
regard to age and other qualifications as laid down under the
Companies Act, 2013 or other applicable laws. The Board has,
on the recommendation of the Nomination & Remuneration
Committee framed a Nomination cum Remuneration

policy for selection, appointment and remuneration of
Directors, Key Managerial Personnel & Senior Management
Employees. The Nomination cum Remuneration Policy of
the Company is available on the website of the Company at
https://marathon.in/nextgen/

15. RISK MANAGEMENT POLICY:

We believe that a robust risk management system is
essential for achieving our objectives and goals, identifying
potential obstacles and threats, and mitigating potential
losses. By implementing a comprehensive risk management
framework, we ensure that we are well-equipped to
adapt to changing circumstances and allocate resources
effectively. Your Company falls under top 1000 listed
companies based on the market capitalization. Therefore,
the Board of Directors of the Company has constituted a
Risk Management Committee under Regulation 21 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Risk
Management Committee at its Meeting undertakes periodic
reviews of the potential risks and its mitigation measures
in line with its corporate strategy, major plans of action
setting performance objectives, monitoring implementation
and corporate performance, and overseeing major capital
expenditures, acquisitions and disinvestments. The Risk
Management Policy of the Company is available on the
website of the Company at https://marathon.in/nextgen/

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The details of loans given, investments made, guarantees
given and securities provided by the Company during
the financial year under review forms part of the notes
to the standalone financial statements provided in this
Annual Report.

17. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY:

The Company has formulated a policy on related party
transactions which is also available on the website of
the Company at https://marathon.in/nextgen-corporate-
governance. During the financial year under review, all the
contracts or arrangements with Related Party (ies) are in
ordinary course of business and at arm''s length basis. The
required disclosures of transactions with related parties are
set out in Notes to Accounts (Note no. 51) forming part of
the standalone financial statements. The disclosure in Form
AOC-2 is annexed as ‘Annexure 3’ of this Report.

18. PARTICULARS OF EMPLOYEES:

Information as per Section 197 (12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in
‘Annexure 7’ to this Annual Report. Further, the information
pertaining to Rule 5(2) & 5(3) of the aforesaid Rules,
pertaining to the names and other particulars of employees
is available for inspection at the registered office of the

Company during business hours and the Annual Report is
being sent to the members excluding this. Any shareholder
interested in obtaining a copy of the same may write to the
Company Secretary and Compliance Officer either at the
Registered/ Corporate Office address or by email to cs@
marathonrealty.com.

19. DISCLOSURE RELATED TO EMPLOYEE STOCK
OPTIONS PLAN:

The Company grants Share based benefits to its eligible
employees under “EMPLOYEE STOCK OPTION PLAN” 2020
(“ESOP-2020”), framed with an object of encouraging higher
participation on the part of employees in the Company''s
financial growth and success. An effective stock option
scheme enables retention of talent and aligning employee''s
interest to that of the Shareholders. All Options vests in a
graded manner and are required to be exercised within a
specific period in accordance with “EMPLOYEE STOCK
OPTION PLAN” 2020 (“ESOP-2020”) and Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended from time
to time. The details and disclosures with respect to the said
ESOP as required under Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and circulars issued thereunder, have
been uploaded on the Company''s website: https://marathon.
in/nextgen/. Further, disclosure as per the ‘Guidance Note on
Accounting for Employee Share-based Payments'' issued by
the Institute of Chartered Accountants of India, as appearing
in the Notes to the Standalone Financial Statements of the
Company forms part of this Annual Report.

During the financial year under review, the Board of Directors
of the Company has allotted 36,843 equity shares of
H 5 - each of the Company on 9^th May, 2024, pursuant to
exercise of stock options under its ESOP-2020 Scheme. The
paid up share capital of the Company accordingly increased
from H 25,58,56,485 /- (5,11,71,297 equity shares of H 5/- each)
to H25,60,40,700/- (5,12,08,140 equity shares of H5/- each).
Further the Compensation Committee has granted 16,691
equity shares to various eligible employees on September 9,
2024 which is yet to be vested.

AUDITORS:

Statutory Auditors:

Under section 139(2) of the Companies Act, 2013 and the
Rules made thereunder the Statutory Auditors M/s. Rajendra
& Co, Chartered Accountants (ICAI Firm''s Registration No:
108355W) were re-appointed as Statutory Auditor of the
Company at the 45^th AGM held on September 29, 2022 for a
second term of five consecutive years, to hold office from the
conclusion of the said AGM till the conclusion of the 50^th AGM.

The Report issued by M/s. Rajendra & Co, Chartered
Accountants, on the financial statements of the Company
for the financial year ended March 31, 2025 forms part of
this Annual Report.

The Auditor''s Report does not contain any qualification,
reservation or adverse remark or disclaimer or
modified opinion.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board had appointed
M/s. M. P. Sanghavi & Associates LLP Company Secretaries
(Membership no.: ACS No. 13125 and CP No. 22908) as
Secretarial Auditor of the Company for FY 2024-25.

The Secretarial Audit Report is annexed as ‘Annexure 4’
which forms part of this Report.

The Board of Directors of the Company has appointed M/s.
M. P Sanghavi & Associates, Company Secretaries, having
Firm Registration No. L2020MH007000 as Secretarial
Auditors of the Company for the first term of five consecutive
years from the financial year 2025-26 till financial year 2029¬
30, subject to the approval of the members of the Company
at the ensuing AGM. The Ordinary Resolution regarding
appointment of the Secretarial Auditors forms part of the
Notice convening the ensuing AGM.

The Annual Secretarial Compliance Report as required
under Regulation 24A of SEBI LODR Regulations has been
submitted to the stock exchanges within 60 days of the end
of the financial year.

Management response to the observations given by
Secretarial Auditor are as follows:-

With regards Point no. 1 & 2 of the Secretarial Auditors
observation, the Company has filed the Cost Audit Report
with additional fees for delayed submission and ensures
future compliance within the due date.

With regards to observation 3, the Company acknowledges
the lapse of Risk Management Committee as per
communication received from the Stock Exchange.
Upon receipt, the matter was promptly reviewed, and an
appropriate response was sent to the Stock Exchange
acknowledging the oversight.

In accordance with the provision of Regulation 24A of the
Listing Regulations, Secretarial Audit of Sanvo Resorts
Private Limited and Terrapolis Assets Private Limited, material
unlisted Indian subsidiary of the Company was undertaken
by M/s. M. P. Sanghavi & Associates LLP, Practicing Company
Secretaries and the Secretarial Audit Report issued by them
are provided as ‘Annexure 4’ to this Report.

Internal Auditors:

Pursuant to provisions of Section 138 of the Companies Act,

2013 read with Rule 13 of the Companies (Accounts) Rules,

2014 and other applicable provisions if any of the Companies
Act, 2013, the Board had appointed Moore Singhi Advisors LLP,
as the Internal Auditor of the Company. The Internal Auditor
presents their report to the Audit Committee at the Meetings.

Cost Auditors:

The cost audit as prescribed under the provisions of Section
148(1) of the Companies Act 2013 is applicable for the business
activities carried out by the Company for the financial year
under review. Accordingly, the Board has appointed M/s.
Manish Shukla & Associates, Cost Accountants, as Cost
Auditor of the Company for conducting its Cost Audit for FY
2024-25. The Company has maintained the Cost Records
as specified by the Central Government under Section
148(1) of the Act.

As required under the Companies Act, the remuneration
payable to Cost Auditors must be placed before the Members
at a general meeting for ratification. Hence, a resolution for
the same forms part of the Notice of the ensuing AGM.

The Cost Audit Report for the financial year under review does
not contain any qualification, reservation or adverse remark.

Details of fraud reported by Auditors:

During the financial year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers
or employees to the Audit Committee or to the Central
Government under Section 143(12) of the Companies Act,
details of which needs to be mentioned in this Report.

20. MERGER /AMALGAMATION:

The Hon''ble National Company Law Tribunal vide its order
dated 14th July, 2023 has sanctioned the scheme of merger
between the Company and its wholly owned subsidiary,
Marathon Nextgen Township Private Limited (MNTPL), with
effect from 01st April, 2020 as being the appointed date
instead of 01st April, 2019 as was envisaged in the scheme.
Being aggrieved by the said order, the Company had filed an
appeal before the Hon''ble National Company Law Appellate
Tribunal (NCLAT) on 16th August, 2023 seeking to rectify
the order. The Hon''ble NCLAT vide order dated 29th May,
2024 has approved the appointed date of 01st April, 2019
and the order has been filed with MCA on 27th June, 2024
and became effective. As a consequence thereof MNTPL
(Transferor Company) stand dissolved without winding up.

On March 31, 2025, the Board of Directors of the Company
had approved a Composite Scheme of Amalgamation and
Arrangement amongst Matrix Water Management Private
Limited, Sanvo Resorts Private Limited, Marathon Realty
Private Limited, Matrix Enclaves Projects Developments
Private Limited, Matrix Land Hub Private Limited, Marathon
Nextgen Realty Limited, Marathon Energy Private Limited and
their respective Shareholders and Creditors. The Company
has submitted the Composite Scheme of Amalgamation and
Arrangement for In-principle approval of the stock exchanges
under Regulation 37 of the SEBI (LODR) Regulations, 2015.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility (‘CSR’) Committee:

A Corporate Social Responsibility (“CSR”) Committee has
been constituted in accordance with Section 135 of the
Companies Act. The details required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, with respect to the CSR Committee and an Annual
Report on CSR activities undertaken during the financial year
ended March 31, 2025 are appended as ‘Annexure 6’ to this
Report. The CSR Policy is available on the website of the
Company at https://marathon.in/nextgen/.

22. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE:

A. Subsidiaries:

As on March 31, 2025, the Company had 8 unlisted subsidiaries
under the Companies Act, 2013 as mentioned herein below:

1. Sanvo Resorts Private Limited

2. Terrapolis Assets Private Limited

3. Nexzone Fiscal Services Private Limited

4. Nexzone IT Infrastructure Private Limited

5. Nexzone Water Management Private Limited

6. Marathon Nexzone Land Private Limited

7. Marathon Energy Private Limited

8. Kanchi Rehab Private Limited

B. Associates:

The Company does not have any Associate Company.

C. Joint Venture:

The Company has joint venture in the following entities:

1. Swayam Realtors and Traders LLP

2. Columbia Chrome Private Limited

In accordance with Section 129 of the Companies Act, 2013,
read with the Rules made thereunder, the Company has
prepared a consolidated financial statement of the Company
and all its Subsidiaries, Associates and Joint Venture
companies, as the case may be, which is forming part of
this Annual Report. A statement containing salient features
of the financial statements and other necessary information
of the Subsidiary/Associates/ Joint venture companies
in the format prescribed under Form AOC-1 is included as
‘Annexure 2’ to this Report. The said Form also highlights
the financial performance of each of the Subsidiaries and
Associates of the Company, included in the consolidated
financial statements of the Company.

Details of the Subsidiaries and Associates of the Company
are mentioned in the Annual Return hosted on the website
of the Company.

In accordance with the provisions of the Section 136 of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated
financial statements has been placed on the website of the
Company at https://marathon.in/nextgen/. Further, as per the
proviso of the said section, Annual Financial Statements of
each of the Subsidiary companies have also been placed
on the website of the Company at https://marathon.in/
nextgen/. Accordingly, the said documents are not being
attached to the Annual Report. Shareholders interested
in obtaining the copy of the Annual Financial Statement of
Subsidiary Companies may write to the Company Secretary
& Compliance Officer of the Company.

Material Subsidiary:

The Board of Directors of your Company has approved
a Policy for determining material subsidiaries in line with
the Listing Regulations. The Policy is available on the
Company''s website at https://marathon.in/nextgen/. Out of
the abovementioned eight (8) subsidiaries, there are two
(2) unlisted material subsidiaries viz., Sanvo Resorts Private
Limited and Terrapolis Assets Private Limited.

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

The Hon''ble National Company Law Tribunal vide its order
dated 14th July, 2023 has sanctioned the scheme of merger
between the Company and its wholly owned subsidiary,
Marathon Nextgen Township Private Limited (MNTPL), with
effect from 01st April, 2020 as being the appointed date
instead of 01st April, 2019 as was envisaged in the scheme.
Being aggrieved by the said order, the Company had filed an
appeal before the Hon''ble National Company Law Appellate
Tribunal (NCLAT) on 16th August, 2023 seeking to rectify
the order. The Hon''ble NCLAT vide order dated 29th May,
2024 has approved the appointed date of 01st April, 2019
and the order has been filed with MCA on 27th June, 2024
and became effective. As a consequence thereof MNTPL
(Transferor Company) stand dissolved without winding up.

24. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The internal control commensurate with the activities is
supplemented by continuous review by the management.
The internal control system is designed to ensure that every
aspect of the company''s activity is properly monitored. At the
Group level there has been an extensive exercise conducted
on Internal Financial Controls. The Statutory Auditors have
specifically commented on the existence of adequate Internal
Financial Controls in relation to the activities of the Company.

25. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, with
respect to Directors'' Responsibility Statement, it is hereby
confirmed that:

i. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
were no material departures;

ii. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on March 31, 2025 and of the Profit/loss of
the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have prepared the annual accounts on a
going concern basis;

v. the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

vi. the Directors have devised proper system to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

26. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information pertaining to the conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
provided in ‘Annexure 5’ to this Report.

27. ANNUAL RETURN:

In compliance with the provisions of Section 134 and 92 of
the Companies Act, 2013, the Company has placed a copy
of the Annual Return as on March 31, 2025 on its website at
https://marathon.in/nextgen/.

28. THE DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

No application has been made under the Insolvency and
Bankruptcy Code; hence, the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year is not applicable.

29. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

There were no valuations done for the purposes of one
time settlement and for obtaining any loan from the Banks/
Financial Institutions.

30. INTEGRATED REPORT:

The Integrated Report of the Company is guided by the
principles of International Integrated Reporting Framework
developed by the International Integrated Reporting
Council (now consolidated into IFRS Foundation) and
reflects initiatives taken by the Company towards long-term
sustainability and stakeholder value creation. The Board
acknowledges its responsibility for the integrity of the report
and the information contained therein.

31. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

The Management Discussion and Analysis Report as
prescribed under Part B of Schedule V read with Regulation
34(3) of the SEBI Listing Regulations is provided in a separate
section and forms part of this Annual Report.

32. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report of the
Company for the financial year ended March 31, 2025, is
provided in a separate section and forms part of this Annual
Report and is also made available on the website of the
Company at https://marathon.in/nextgen/

33. BOARD COMMITTEES:

The Company has the following committees of the Board
of Directors and the details pertaining to such committees

are mentioned in the Corporate Governance Report, which
forms part of this Annual Report:

- Audit Committee

- Risk Management Committee

- Nomination Remuneration and Compensation

Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Committee of Directors

- Business Development Committee

- Operations Committee

During the financial year, all recommendations made by the
aforesaid committees were approved by the Board.

34. DISCLOSURE UNDER THE SEXUAL
HARASSEMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Marathon group have in place a Policy in line with the
requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013
(POSH). Internal Committee (IC) has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
and others are covered under this policy. During the financial
year under review, no complaints were received.

The details required to be disclosed under POSH form part
of the Corporate Governance Report.

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

The company has complied the provision with respect to the
Maternity Benefits Act, 1961.

36. CREDIT RATING:

The details of the credit ratings awarded to the Company are
provided in the Corporate Governance Report forming part
of the Integrated Annual Report.

37. SECRETARIAL STANDARDS:

The Directors of the Company state that applicable secretarial
standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors and ''General Meetings'', respectively,
have been duly complied with by the Company.

38. LISTING FEE:

The Annual Listing Fee for the Financial Year 2024-25 has
been duly paid within the stipulated time frame to BSE
Limited & The National Stock Exchange of India Limited.

9. DEMATERIALIZATION OF SHARES:

Details of shares of the Company held in demat as well as in
physical mode as on 31^st March, 2025 are as under:

Particulars	Number of shares	% of Total Issued Capita
Shares held in dematerialized form in CDSL	6266191	12.24
Shares held in dematerialized form in NSDL	44871097	87.62
Physical Shares	70852	0.14
Total No. of shares	51208140	100

line members are aware that the Companys equity shares
are under compulsory trading in dematerialized form for all
categories of investors. The shareholders, who are holding
the shares of the Company in physical mode, are requested
to Demat their holding at the earliest, so as to reap the
corporate benefits like Transfer, Dividends, Bonus etc.,
without loss of time.

40. TRANSFER OF UNPAID /UNCLAIMED DIVIDEND/
EQUITY SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies
Act, Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 read
with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a
period of seven years from the due date is transferred to the
Investor Education and Protection Fund (“IEPF”). The equity
shares in respect of which dividend has remained unpaid/
unclaimed for a period of seven consecutive years are
also transferred by the Company to the designated Demat
Account of the IEPF Authority.

41. SERVICE OF DOCUMENTS:

All documents, including the Notice and Annual Report
shall be sent through electronic mode in respect of the
members whose email IDs are registered in their Demat A/c
or otherwise provided by them.

A Member shall be entitled to request for physical copy of
any such document.

42. ACKNOWLEDGMENT:

The Directors take this opportunity to thank all shareholders,
customers, bankers, contractors, suppliers, joint venture
partners and associates of your Company for the support
received from them during the financial year.

Regd. Office: By Order of the Board

Marathon Futurex for Marathon Nextgen Realty Limited

N.M.Joshi Marg, Lower Parel

Mumbai - 400013 Chetan R. Shah

Date: August 11, 2025 Chairman & Managing Director

Place: Mumbai DIN: 00135296

---

Mar 31, 2024

Your Directors have pleasure in presenting the Forty Seventh Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024:

1. FINANCIAL HIGHLIGHTS:

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

Particulars	Standalone		Consolidated
	Financial	Financial	Financial	Financial
	Year ended	Year ended	Year ended	Year ended
	31st March,	31st March,	31st March,	31st March,
	2024	2023	2024	2023
Revenue from Operations	34480.73	44527.01	70461.50	71653.43
Other income	6519.03	2725.11	4122.49	4240.91
Total Revenue	40999.76	47252.12	74583.99	75894.34
Expenses	24266.02	35050.96	56568.60	60284.45
Profit before exceptional item and tax	16733.74	13737.79	18015.39	15609.89
Exceptional Item	-	-	-	-
Profit before tax but after exceptional item	16733.74	13737.79	18015.39	15609.89
Less: Taxation:
- Current Tax	(3400.00)	2813.00	4975.00	3873.00
- Deferred Tax	227.12	416.02	(336.87)	460.88
- Excess/Short provision of earlier year	-	-	4.85	(5.28)
Profit/Loss After Tax	13560.86	10508.77	13372.41	11281.29
Share of Profit/(Loss) in Joint Ventures	-	-	3505.51	1087.61
Other Comprehensive Income	(1.20)	(10.39)	0.59	(19.17)
Total Comprehensive Income For The Year	13599.66	10498.38	16878.51	12349.73
Earning Per Share (?)	28.05	22.74	34.43	26.12
Diluted Per Share (?)	26.47	21.90	32.50	25.21

2. BUSINESS OVERVIEW /PROSPECTS: Standalone:

During the financial year 2023-2024, total revenue of the Company on standalone basis is Rs. 40999.76/- Lakhs as against Rs. 48788.75/- Lakhs in the previous year. Profit before Tax of Rs. 16733.74/- Lakhs as against Rs. 1373779/- Lakhs in the previous year, total comprehensive income for the year of Rs. 13599.66/-Lakhs as against Rs. 10498.38/- Lakhs in the previous year.

Consolidated:

During the financial year 2023-2024, total revenue of the Company on consolidated basis is Rs. 74583.99/- Lakhs as against Rs. 75894.34/- Lakhs in the previous year. Profit before Tax of Rs. 18015.39/- Lakhs as against Rs. 15609.89/- Lakhs in the previous year, total comprehensive income of Rs. 16878.51/-Lakhs as against Rs. 12349.73/- Lakhs in the previous year.

3. NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate Development. There was no change in nature of the business of the Company, during the financial year under review.

4. DIVIDEND:

In line with the Dividend Distribution Policy, your Directors have recommended a final dividend of '' 1.00 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 March 31, 2024. The proposed final dividend payout will amount to '' 51,208,140.

The payment of final dividend is subject to the approval of shareholders at the 47^th Annual General Meeting (AGM) and will be paid on or after September 30, 2024. The record date for the purpose of payment of final dividend is September 18, 2024. 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/nextgen-corporate-governance/

5. TRANSFER TO RESERVES:

During the financial year under review, no amount is proposed to be 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 2023-24 and between the end of the financial year and the date of the Report affecting the financial position of the Company:

1. Allotment of 47,209 equity shares of '' 5/- each to the employees of the Company on May 02, 2023, pursuant to exercise of stock options by such employees under ESOP-2020 Scheme. The paid up share capital of the Company was accordingly increased from '' 231,620,440/-(463,24,088 equity shares of '' 5/- each) to '' 231,856,485/-(463,71,297 equity shares of '' 5/- each).

2. Allotment of 6,00,000 Equity Shares of the Company on July 28, 2023 pursuant to exercise of warrants allotted on preferential basis. Consequently, the issued and paid up capital of the Company was increased to '' 23,48,56,485/-consisting of 4,69,71,297 equity shares of '' 5/- each.

3. Acquisition of 90,000 equity shares of Nexzone Fiscal Services Private Limited (‘NFSP’) - A Marathon Group Company in the month of October. Consequently, NFSPL became subsidiary of the Company w.e.f October 6, 2023.

4. Payment of final dividend at the rate of 20% i.e '' 1.00 per equity share of face value of '' 5/- each (fully paid up) for the financial year ended March 31, 2023.

5. Allotment of 42,00,000 Equity Shares of the Company on November 15, 2023 pursuant to exercise of warrants allotted on preferential basis. Consequently, the issued and paid up capital of the Company was increased to '' 25,58,56,485/- consisting of 5,11,71,297 equity shares of '' 5/- each.

6. Allotment of 36,843 equity shares of '' 5/- each to the employees of the Company on May 09, 2024, pursuant to exercise of stock options by such employees under ESOP-2020 Scheme. The paid up share capital of the Company was accordingly increased from '' 25,58,56,485/-(5,11,71,297 equity shares of '' 5/- each) to '' 25,60,40,700/-(5,12,08,140 equity shares of '' 5/- each).

7. The Company received the certified true copy of order of Hon’ble National Company Law Appellate Tribunal (“NCLAT”) on 11^th June, 2024 pursuant to which Marathon Nextgen Township Private Limited (MNTPL) a wholly owned subsidiary of the Company, was merged with the Company, the appointed date for the same being April 01, 2019.

8. Details of revision of financial statement or the Report as mentioned above, the Company received NCLAT Order in connection with the merger of its Wholly Owned Subsidiary (WOS), on June 11, 2024, rectifying the appointed date as April 01, 2019.

9. Increase in the Authorised Capital of the Company to '' 75,00,00,000/- (Seventy Five Crores) divided into 14,75,00,000 (Fourteen Crore Seventy Five Lakhs) equity shares of '' 5/- (Five only) each and 1,25,000 (One Lakh Twenty Five Thousand) Preference Share of '' 100/-(Hundred only) each.

7. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). For the financial year ended March 31, 2024, your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with respect to Corporate Governance. The Corporate Governance Report forms an integral part of this Annual Report. A certificate from Practicing Company Secretary obtained by the Company regarding compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report which forms part of this Annual Report.

8. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposit from the public during the financial year under review.

9. DETAILS OF DIRECTORS/KMP/APPOINTED/ RESIGNED DURING THE FINANCIAL YEAR 202324 AND BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT AS PER SECTION 134(3)(Q) READ WITH RULE 8(5)(III) OF COMPANIES (ACCOUNT) RULES, 2014:

Directors

a) Appointment

Mr. Kaivalya C. Shah (DIN: 03262973), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Kaivalya C. Shah was re-designated as Whole time Director by the Shareholders through Postal Ballot process on 28^th July, 2024.

Mr. Samyag M. Shah (DIN: 06884897), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Kaivalya C. Shah was re-designated as Whole time Director by the Shareholders through Postal Ballot process on 28^th July, 2024.

Mr. Devendra Shrimanker (DIN: 00385083), was appointed as an Additional Director in the category of “Non-Executive Independent” by the Board of Directors of the Company w.e.f. May 28, 2024 to hold office upto the ensuing AGM. Subsequently, Mr. Devendra Shrimanker was re-designated as Non-Executive Independent Director by the Shareholders through Postal Ballot process on July 28, 2024.

b) Cessation

During the Financial year under review, due to sudden and sad demise of Mr. Sundaram Ramamurthi (DIN: 00135602) Whole-Time Director and CFO of the Company, on Tuesday November 28,

2023, he ceased to be Director and CFO of the Company.

Key Managerial Personnel (KMP)

Mr. Krishnamurthy Raghavan, Company Secretary and Compliance Officer of the Company, retired from the services of the Company w.e.f. the closing of business hours of April 2,

2024. Subsequently, upon recommendation of the Nomination and Remuneration Committee and approval by the Board of Directors, Mr. Yogesh Patole (ACS 48777) was appointed as the Company Secretary and Compliance Officer w.e.f. May 28, 2024 and Mr. Suyash Bhise, was appointed as Chief Financial Officer (CFO) of the Company w.e.f. June 21, 2024.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. 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 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors.

There were 10 (Ten) Directors on the Board of the Company as on the date of this Report. The Board of Directors comprises of 3 (Three) Executive Directors and 7 (Seven) Non-Executive Directors out of which 5 (Five) are Independent Directors and 2 (Two) are Non-Independent Directors. The Company has two Non-Executive Woman Director on the Board of the Company. The Board is headed by Mr. Chetan Shah, Executive Director, Chairperson & 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.

b. Retire by Rotation:

As per Provision of Companies Act, 2013, Mrs. Shailaja Chetan Shah (DIN: 00215042), Non Executive - Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Board recommends her re-appointment as a Non Executive Director of the Company, liable to retire by rotation at the ensuing AGM.

c. Meeting of Independent Directors:

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 13, 2024.

d. Declaration of Independent Directors:

The Company has received declarations from all the Independent Directors confirming that they met the criteria of Independence as prescribed under Section 149(6) & (7) of the Companies Act, 2013 issued thereunder and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors 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 Listing Regulations.

Further, the Independent Directors had also confirmed that they had complied with the Company’s code of conduct.

e. Familiarization program for Independent Directors:

Your Company has in place the familiarization programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business/operating model of the Company, etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The details of the training and familiarization program are provided in the Corporate Governance Report, which forms part of this Annual Report.

f. Key Managerial Personnel:

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this Report are:

i. Mr. Chetan Ramniklal Shah, Executive Director, Chairperson & Managing Director

ii. Mr. Suyash Bhise, Chief Financial Officer

iii. Mr. Yogesh Patole, Company Secretary and Compliance Officer

11. PERFORMANCE EVALUATION:

The Performance Evaluation of all Directors was undertaken pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have formalized the mode of carrying out such evaluation of all the Directors for the financial year under review in accordance with the policy framed by the Nomination and Remuneration Committee in this regard. The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 4 (four) 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.

13. VIGIL MECHANISM:

The Company has duly incorporated the Vigil Mechanism/ Whistle Blower 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 that are reportable to the Chairman of the Audit Committee.

14. 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.

15. NOMINATION AND REMUNERATION POLICY:

For the purpose of selection of any Directors, Key Managerial Personnel and Senior Management Employees, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination cum Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees. The Nomination cum Remuneration Policy of the Company is available on the website of the Company at https://marathon.in/nextgen/

16. RISK MANAGEMENT POLICY:

Effective risk management is one of the pillars of our corporate governance framework. We believe that a robust risk management system is essential for achieving our objectives and goals, identifying potential obstacles and threats, and mitigating potential losses. By implementing a comprehensive risk management framework, we ensure that we are well-equipped to adapt to changing circumstances and allocate resources effectively. Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the top 1000 listed companies based on their market capitalization to have a Risk Management Committee and accordingly to adopt Risk Management Policy. Consequently, the Board approved the constitution of Risk Management Committee at its meeting held on November 6, 2023. 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/

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being formed for and engaged in real estate development (Infrastructural facilities) is exempt from the provisions of Section 186 of the Companies Act, 2013 related to any loans made or any guarantees given or any securities provided by the Company. All investments made by the Company are within the prescribed limits. Details of Loans and Investments are included in Schedule to the Financial Statement forming part of this report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year under review, all the contracts or arrangements with Related Party are at arm’s length basis and in ordinary course of business. The disclosure in Form AOC-2 is annexed as ‘Annexure 2’ of this Report.

19. 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.

20. 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 f Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and circulars issued thereunder, have been uploaded on the Company’s website: https:// marathon.in/nextgen/. Further, disclosure as per the ‘Guidance Note on Accounting for Employee Share-based Payments’ issued by the Institute of Chartered Accountants of India, as appearing in the Notes to the Standalone Financial Statements of the Company forms part of this Annual Report.

During the financial year under review, the Company has allotted 47,209 equity shares of '' 5/- each to the employees of the Company on May 02, 2023, pursuant to exercise of stock options by such employees under ESOP-2020 Scheme. The paid up share capital of the Company was accordingly increased from '' 231,620,440/- (463,24,088 equity shares of '' 5/- each) to '' 231,856,485/- (463,71,297 equity shares of '' 5/- each).

21. AUDITORS:

Statutory Auditors:

Under Section 139(2) of the Companies Act, 2013 and the Rules made thereunder the Statutory Auditors M/s. Rajendra & Co, Chartered Accountants (ICAI Firm’s Registration No: 108355W) were re-appointed as Statutory Auditor of the Company at the 45^th AGM held on September 29, 2022 to hold office from the conclusion of the said AGM till the conclusion of the 50^th AGM.

The Auditor’s Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Details of fraud reported by Auditors:

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Nitin Joshi, Practicing Company Secretary (Membership No: FCS No. 3137 and CP No. 1884) as Secretarial Auditor of the Company on May 24, 2023 for FY 2023-24. However, due to multiple work assignments he has expressed his desire to discontinue secretarial audit assignment of the Company.

Subsequently, the Board had appointed M/s. M. P. Sanghavi & Associates LLP. Company Secretaries (Membership no.: ACS No. 13125 and CP No. 22908) as Secretarial Auditor of the Company with effect from May 28, 2024 for FY 2023-24. The Secretarial Audit Report is annexed as ‘Annexure 3’ which forms part of this Report.

Management response to the observations given by Secretarial Auditor are as follows:

With regards to observation no. 1, the vacancy caused in the office of Chief Financial Officer (‘CFO’) was due to sad and sudden demise of Mr. Sundaram Ramamurthi on November 28, 2023. The company immediately started extensive search for a suitable candidate and appointed Mr. Suyash Bhise, as CFO of the Company w.e.f June 21, 2024. However, the entire process of the recruitment could not be completed within a period of 3 months. In the meantime, Mr. Chetan R. Shah, was overlooking Group Finance and Accounts functions in addition to his current responsibilities as Managing Director, till the new appointment was made.

Observation no. 2, 3 & 4 are self-explanatory and technical glitches interrupted the compliance workflow of the Company.

With regards to observation no. 5, the company had provided the security cover along with the results. However, the security cover certificate was not in prescribed format specified in SEBI LODR Regulations.

As regards Point no. 6 of the Auditors observation, the Company has filed the Cost Audit Report and it does not require any further explanation.

In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of Sanvo Resorts Pvt. Ltd, material unlisted Indian subsidiary of the Company was undertaken by M/s. M. P. Sanghavi & Associates LLP., Practicing Company Secretaries and the Secretarial Audit Report issued by them are provided as Annexure 3’ to this Report.

Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board had appointed M/s. Singhi & Co., 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 appointed M/s. Manish Shukla & Associates, Cost Accountants Firm, as Cost Auditor of the Company for conducting its Cost Audit for FY 2023-24. The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

The Cost Audit Report for the financial year under review does not contain any qualification, reservation or adverse remark.

22. MERGER/AMALGAMATION:

The Hon’ble National Company Law Tribunal (“NCLT”) vide its order dated July 14, 2023 had sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), considering April 01, 2020 as being the appointed date. However, the appointed date as per the clauses of the scheme was April 01, 2019. Therefore, the Company filed an appeal before the Hon’ble National Company Law Appellate Tribunal seeking to rectify the NCLT order. The Company received the certified true copy of National Company Law Appellate Tribunal (“NCLAT”) order on June 11, 2024 pursuant to which MNTPL was merged with the Company, the appointed date for the same being April 01, 2019.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR): Corporate Social Responsibility (‘CSR’) Committee:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the Board has a duly constituted CSR Committee. The details of the CSR Committee are provided in the Corporate Governance Report of the Company, which forms part of the Annual Report.

CSR Policy:

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link at https://marathon.in/nextgen/

CSR initiatives undertaken during the financial year 2023-24, if any:

The Annual Report on CSR Activities undertaken by Company during the financial year 2023-24, is annexed as ‘Annexure 5’ which forms part of this Report.

24. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

In accordance with Section 129 of the Companies Act, 2013, read with the Rules made thereunder, the Company has prepared a consolidated financial statement of the Company and all its Subsidiaries, Associates and Joint Venture companies, as the case may be, which is forming part of this Annual Report. A statement containing salient features of the financial statements and other necessary information of the Subsidiary/Associates/ Joint venture companies in the format prescribed under Form AOC-1 is included as ‘Annexure 1’ to this Report. The said Form also highlights the financial performance of each of the Subsidiaries and Associates of the Company, included in the consolidated financial statements of the Company.

Details of the Subsidiaries and Associates of the Company are mentioned in the Annual Return hosted on the website of the Company.

In accordance with the provisions of the Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at https://marathon.in/nextgen/. Further, as per the proviso of the said section, Annual Financial Statements of each of the Subsidiary companies have also been placed on the website of the Company at https://marathon.in/nextgen/. Accordingly, the said documents are not being attached to the Annual Report. Shareholders interested in obtaining the copy of the Annual Financial Statement of Subsidiary Companies may write to the Company Secretary & Compliance Officer of the Company.

Material Subsidiary: The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Company’s website at https://marathon.in/nextgen/. The Company has one unlisted material subsidiary viz., Sanvo Resorts Pvt. Ltd.

25. 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 year under review, no significant and material orders were passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the company’s activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the Company.

27. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there were no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 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.

28. 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.

29. ANNUAL RETURN:

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2024 on its website at https:// marathon.in/nextgen/.

30. 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.

31. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENTAND 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.

32. INTEGRATED REPORT:

The Integrated Report of the Company is guided by the principles of International Integrated Reporting Framework developed by the International Integrated Reporting Council (now consolidated into IFRS Foundation) and reflects initiatives taken by the Company towards long-term sustainability and stakeholder value creation. The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

33. 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.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report of the Company for the Financial year ended March 31, 2024, 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/

35. 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 Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Committee of the Board

During the financial year, all recommendations made by the aforesaid committees were approved by the Board.

36. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Marathon group have in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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.

37. CREDIT RATING:

During financial year 2023-24, the Company has obtained credit rating from Infomerics ratings, a credit rating agency.

38. 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.

39. LISTING FEE:

The Annual Listing Fee for the Financial Year 2023-24 has been duly paid within the stipulated time frame to BSE Limited & The National Stock Exchange of India Limited.

40. DEMATERIALIZATION OF SHARES:

Details of shares of the Company held in demat as well as in physical mode as on 31^st March, 2024 are as under:

Particulars	Number of shares	% of Total Issued Capital
Shares held in dematerialized form in CDSL	7744204	15.13
Shares held in dematerialized form in NSDL	43166131	84.36
Physical Shares	260962	0.51
Total No. of shares	51171297	100

The members are aware that the Company’s equity shares are under compulsory trading in dematerialized form for all categories of investors. The shareholders, who are holding the shares of the Company in physical mode, are requested to Demat their holding at the earliest, so as to reap the corporate benefits like Transfer, Dividends, Bonus etc., without loss of time. SEBI has already mandated that, w.e.f. April 2019 sale/transfer of securities in physical mode is NOT PERMITTED.

41. SERVICE OF DOCUMENTS:

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of the members whose email IDs are registered in their Demat A/c or otherwise provided by them.

A Member shall be entitled to request for physical copy of any such document.

42. ACKNOWLEDGMENT:

The Directors take this opportunity to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the financial year.

---

Mar 31, 2023

Directors Report

Your Directors have pleasure in submitting their 46^th Annual Report together with the Audited Financial Statements of your Company
for the year ended March 31, 2023.

1. FINANCIAL RESULTS HIGHLIGHTS:

Particulars	Consolidated (7 in Lakhs)		Standalone (7 in Lakhs)
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	71653	30609	44528	15822
Other Income	4241	3813	2725	2615
Total Revenue	75894	34422	47252	18437
Expenses	60284	30921	35051	14624
Profit before share of profit of JV & TAX	15610	3501	12201	3813
Share of Profit/(Loss) of JV	1088	1531	1537	(721)
Profit including share of JV	16698	5032	13738	3092
TAX Exps	4329	1143	3229	927
Profit After TAX	12369	3889	10509	2165
Other Comprehensive Income	(19)	(20)	(10)	(10)
Total income for the Year	12350	3869	10499	2155
Earnings per share
Basic (in 7)	26.12	8.37	22.74	4.71
Diluted-(in 7)	25.21	8.36	21.90	4.70

2. PERFORMANCE:

Consolidated Financials:

During the year under review the Net revenue grew by 134%
year-on-year to ? 717 Crores, compared to ? 306 Crores in FY ‘22.
EBITDA grew by 129% year-on-year to ? 293 Crores, compared
to ? 128 Crores in FY ‘22. Profit before tax, PBT, grew by 346%
year-on-year to ? 156 Crores, compared to ? 35 Crores in FY ‘22.
Profit after tax, PAT, grew by 218% year-on-year to ? 124 Crores,
compared to ? 39 Crores in FY: 2022.

Standalone Financials:

During the year under review the Net revenue grew by 181%
year-on-year to ? 445 Crores, compared to ? 158 Crores in FY ‘22.
EBITDA grew by 182% year-on-year to ? 237 Crores, compared
to ? 84 Crores in FY ‘22. Profit before tax, PBT, grew by 341%
year-on-year to ? 137 Crores, compared to ? 31 Crores in FY ‘22.
Profit after tax, PAT, grew by 385% year-on-year to ? 105 Crores,
compared to ? 22 Crores in FY:2022.

3. BUSINESS & PROJECTS:

Subsidiaries:

Terrapolis Assets Private Limited (TAPL), Wholly Owned
Subsidiary of the Company is developing a Project comprises
of rehab building for slum dwellers and free sale Commercial
building named “Marathon Millennium”, having an area of
around 3 Lakhs sq. ft. being constructed on the said Project Land.
The building is being constructed into two phases consisting of
Slum rehabilitation building (SR) and Commercial building.

As on March 31, 2023 around 25,566 sq. ft area has been sold
with a value of ? 31 Crores.

The project is generating an excellent business potential.

Sanvo Resorts Pvt Ltd (SRPL) The Company along with its
wholly owned subsidiary Marathon Nextgen Township Pvt Ltd
owns 91% of the equity of SRPL.

SRPL is constructing a township in Panvel an outskirt of Mumbai
under the aegis of the Mumbai Metropolitan Authority, Nilneteen
residential towers and a commercial building are in various
stages of Construction. The total saleable area of the project
is around 41 Lakhs sq.ft of mixed development. The project
is registered under MAHA RERA. The entire project is to be
developed in phases and the revenue will be recognized based
on percentage of completion method

The project is ver y well received and is highly sought after.

Joint Venture:

The Company has a 40% stake in the JV that is executing the
prestigious Monte South Project in Byculla, South Mumbai, It
has been well received and Occupation Certificate has been
received for the first Phase.

The financials of the subsidiaries and the join venture are
contained in the consolidated accouts that form part of this
annual report.

Your Company continues to do the Re-development and
Rehabilitation of slums segment in and around Bhandup area
of Mumbai and the revenue under these segments is yet to
be recognized.

The Company’s prestigious Commercial Project “Futurex” in
Lower Parel is well sought after.

4. DIVIDEND:

The Company has recommended a Dividend of ? 1. per share subject to the approval of the shareholders at the ensuing 46^th AGM of
the Company to be held on Wednesday, September 27, 2023 at 12:00 noon.

The Record date for the purpose of the Dividend will be September 14, 2023 and will be paid on or before October 02, 2023.

5. TRANSFER TO RESERVE:

The Company do not propose to transfer any amount to reserve on declaration of dividend.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE TO AND THE DATE OF REPORT:

Allotment of ESOPs:

As on March 31, 2023, the unvested No. of Options available post the grant of Two tranches during the FY 2021-22 are 18,40,599
options remained outstanding.

Sr. No.	Dates of Allotment/Listing	No. of Shares Allotted (FV of ? 5/)	Exercise Price (?)	Paid up Capital (?) @ ? 5/-each	Cum no. of shares of FV of ? 5/each	Cum. Paid up Capital (?)
1	25/5/22	1,95,515	20/-	9,77,575	4,60,00,000	23,00,00,000
					1,95,515	9,77,575
					4,61,95,515	23,09,77,575
2	22/10/22	53,672	20/-	2,68,360	4,62,49,187	23,12,45,935
3	30/12/22	74,901	20/-	3,74,505	4,63,24,088	23,16,20,440
4	2/5/23	47209	20/-	2,36,045	4,63,71,297	23,18,56,485
	Total	3,71,297	20/-	18,56,485
	Unexercised	88,104

7. CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies
Act 2013 along with other requirements, as amended and as
specified in Regulations 17 to 27 and 46(2)(b) to (i) of SEBI (LODR)
Regulations 2015 forms part of this Annual Report.

8. DEPOSITS:

The Company has neither accepted nay deposits nor any
amounts outstanding at the beginning of the year which were
classified as Deposits in terms of section 73 of the Companies
Act 2013 and the rules thereon and hence furnishing of details of
deposits are not applicable to the Company.

9. DIRECTORS AND CHANGES IN INDEPENDENT
DIRECTORSHIP AND KMPS:

There was no change in the composition of Board of Directors
and the Key Managerial Personnel during the year under review.

In accordance with the applicable provisions of the Companies
Act, 2013, Mr. Mayur R Shah who retires by rotation and being
eligible offers himself for the re-appointment.

Statement of declaration given by the Independent
Directors under section 49(6) of the Companies Act 2013:

All the Four Independent Directors of the Company have
complied with Section 149(6) of the Companies Act 2013, by
submitting the Annual declaration for the financial year 2022-23.

10. BOARD EVALUATION:

The performance evaluation of all the Directors was undertaken
as per the prescribed standards.

The Independent Directors of the Company at their meeting
held on March 14, 2023 have carried out such evaluation of
all the directors for the year under review and submitted their
report to the Chairman of the Company.

The Board has also undertaken the “Performance Evaluation”
of all of its Independent Directors pursuant to the Clause VIII of
Schedule IV of the Companies Act 2013 (Code for Independent
Directors) at their Meeting held on March 14, 2023.

11. NO. OF MEETINGS OF THE BOARD OF
DIRECTORS:

The Management in line with the need and requirements
convene the board of directors meeting. During the FY-2023
five Board meetings were held on the following dates during the
year under review.

April 15, 2022, May 27, 2022, August 12, 2022, November 12,
2022, and February 14, 2023.

12. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company’s vigil mechanism allows the Directors and the
employees to report their concerns about unethical behaviour,
actual or suspected fraud, or violation of the code of conduct/
business ethics as well as to report any instance of leak of
unpublished precise sensitive information. The duly incorporated
the Vigil Mechanism/Whistle Blower 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 compliant of unethical/improper conduct to the Chair of
“Audit Committee” and action suitable steps to investigate,
safeguarding measures of the “whistle blower”/s.

During the Year under review that NO complaints or alert
received from any of the stake holders that are reportable to the
Chair of the Audit Committee.

13. AUDIT COMMITTEE:

During the Year ended March 31, 2023, Four Audit Committee
Meetings were held.

1. 27/05/2022 2. 12/08/2022 3. 12/11/2022 4. 14/02/2023

The Audit Committee of the Board of Directors of the Company
during the year ended March 31, 2023 reviewed:

i. The Company’s financial reporting process.

ii. Disclosure of financial information.

iii. The periodical and annual financial statements.

iv. Related party transactions.

v. Risk assessment.

vi. Adequacy of internal control vii. Performance of Auditors.

vii. Vigil mechanism process.

14. NOMINATION, REMUNERATION AND
COMPENSATION COMMITTEE:

During the Year ended March 31, 2023 as there has been no
matter required to be dealt with by the Nomination, Remuneration
and Compensation Committee no meeting was held.

The terms of reference and role of the Committee Brief
description of terms of reference: Role of committee shall, inter-
alia, include the following:

1. formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to,
the remuneration of the directors, key managerial personnel
and other employees;

2. formulation of criteria for evaluation of performance of
independent directors and the Board of Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become directors
and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to
the board of directors their appointment and removal;

5. whether to extend or continue the term of appointment
of the independent director, on the basis of the report of
performance evaluation of Independent Directors.

15. RISK MANAGEMENT POLICY:

The Board at its Meeting undertakes periodic reviews of
the potential risks and its mitigation measures in line with
its corporate strategy, major plans of action in line with
setting performance objectives, monitoring implementation
and corporate performance, and overseeing major capital
expenditures, acquisitions and divestments.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT:

During the year under review, your Company in line with its
business strategy has privately placed 4500 Listed, secured,
rated NCDs of Face value of ? 10 Lakhs each for a value of ? 450
Crores in line with the Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Securities) Regulations,
2021. Loans given/guarantee given, kindly refer Note no. 40 of
the Standalone Financial.

During the period, the Board approved to issue ? 130 Crores
Secured, Unlisted Non-Convertible Debentures, out of it during
the financial year 825 NCD has been issued face value of
? 10 Lakhs (aggregating to ? 82.50 Crores) by private placement.

17. RELATED PARTY TRANSACTIONS:

During the financial year, all the contracts or arrangements with
Related Party are at arm’s length basis and in ordinary course
of business. During the year under review, the Company has
not entered into any new transactions or arrangement with
related party/ies.

18. MANAGERIAL REMUNERATION:

Disclosures of remuneration of Directors and employees as
required under section 197 of the Companies Act 2013 and
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 has been provided in
Annexure II attached forming part of this Report.

Except the Chairman & Managing Director none of the employees
are covered under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014. The other
details of disclosures pertaining to the Managerial personnel is
dealt in the annexure which forms part of this Directors Report.

19. DISCLOSURE RELATING TO EMPLOYEE
STOCK OPTION 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 interest to
that of the Shareholders.

“EMPLOYEE STOCK OPTION PLAN” 2020 (“ESOP-2020”) was approved by the shareholders at their meeting held on September
30, 2020 and total number of 23, 00,000 Options were approved. The Nomination, Remuneration and Compensation Committee at
their meeting held on following dates:

As on March 31, 2023, the unvested No. of Options available
post the grant of Two tranches are 18, 40,599 options
remained outstanding.

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) Regulations, 2014, 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) Regulations, 2014 and cir culars
issued thereunder, have been uploaded on the Company ’s
website: https://www.marathonnextgen.com/.

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 Marathon Nextgen Realty
Limited, and forms part of this Annual Report.

20. STATUTORY AUDITORS AND AUDITORS
REPORT:

Under section 139(2) of the Companies Act 2013 and the Rules
made thereunder the Statutory Auditors M/s. Rajendra & Co,
Chartered Accountants (ICAI Firm’s Registration No: 108355W)
were re-appointed as Statutory Auditor of the Company at the
45^th AGM held on September 29, 2022 to hold office from the
conclusion of the said AGM till the conclusion of the 50^th AGM.

21. SCHEME OF MERGER-MARATHON NEXTGEN
TOWNSHIPS PRIVATE LIMITED:

The Hon’ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the
Company and its wholly owned subsidiary, Marathon Nextgen
Township Private Limited (MNTPL), considering April 01, 2020 as
being the appointed date. In the scheme filed, the appointed
date was April 01, 2019. The Company is therefore in the process
of filing an appeal before the Hon’ble National Company Law
Appellate Tribunal seeking to rectify the order.

22. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)/COMMITMENT
TOWARDS SUSTAINABILITY WHILE UNDERTAKING
PROJECTS:

The MCA in November 2018 constituted a committee on
Business Responsibility Reporting and to finalize the formats
of such reporting for listed and unlisted companies, based
on the frame work of the National Guidelines on Responsible
Business Conduct (NGRBC). Through its report, the Committee
recommended that the BRR be rechristened as BRSR, where

disclosures are based on ESG parameters, compelling
organizations to holistically engage with the stakeholders and go
beyond regulatory compliances in terms of business measures
and its reporting.

SEBI vide its circular dated May 10, 2021 made BRSR mandatory
for the top 1000 listed Companies (by market capitalization) from
FY 2023.

The said report of the BRSR for the year under review is
annexed separately.

23. SECRETARIAL AUDIT REPORT:

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of Listing Regulations,
the reports in respect of the Secretarial Audit for FY 2022-23
carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form
MR-3 forms part to this report.

Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3
in respect of Sanvo Resorts Private Limited, the material unlisted
subsidiary of your Company, forms part of this report.

The said report does not contain any adverse observation or
qualification or modified opinion.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Marathon Group has been an early adopter of the CSR initiatives.
The Company works primarily through the Group combined CSR
activities towards rehabilitation, social upliftment, promotion of
education, promoting health care including preventive in and
around its project sites. For the FY 2022-23, the amount to be
spent on the CSR related activities amounting to ? 68.58 Lakhs
was contributed to a recognized Trust. The link details of the
CSR Policy, CSR Committee and Projects approved by the Board
of Directors are available at Website of the Company:
https://www.marathonnextgen.com/

25. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As defined under the Companies Act 2013 the Company has two
subsidiaries and two Joint Ventures as at March 31, 2023.

Material Subsidiaries:

The Company has one unlisted material subsidiary viz., Sanvo
Resorts Pvt Ltd.

Consolidated Financial Statements:

According to section 129(3) of the Companies Act, the
consolidated financial statements of the subsidiaries, joint
ventures and associates are prepared in accordance with the
relevant Accounting standards specified under the Act and the
Rules thereunder form part of this Annual Report.

A statement containing the salient features of the financial
statements of the subsidiaries, joint ventures and associates in
Form AOC-1 is given in this Annual Report.

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

None

27. ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal control systems
commensurate with the operations/business of the Company, its
size and complexity. Internal control system comprising of policy
and procedures are designed to ensure reliability of financial
reporting, applicability of laws and regulations and all asses
and resources are acquired economically, used efficiently and
projected adequately.

28. DIRECTORS RESPONSIBILIT Y STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013 with respect to Directors responsibilities it
is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

(ii) proper accounting policies were followed and applied
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 at the end of the financial
year and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of this Companies Act 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

(iv) the annual accounts were prepared on a going concern basis;

(v) necessary internal financial controls were laid down for
ensuring the orderly and efficient conduct of its business,
including the adherence to Company’s policies, the safe
guarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable
financial information;

(vi) proper systems were devised to ensure compliance with
the provisions of all applicable laws and that such system
were adequate and operating effectively.

29. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

A) Conversation of Energy:

(i) the steps taken or impact on conservation of energy
Company’s operation does not consume significant amount
of energy.

(ii) the steps taken by the Company for utilizing alternate
sources of energy. Not applicable, in view of comments in
clause (i);

(iii) the capital investment on energy conservation equipment ’s
Not applicable, in view of comments in clause (i).

B) Technology absorption:

(i) the effort made towards technology absorption - Nil

(ii) the benefits derived like product improvement cost
reduction product development or import substitution - Nil

(iii) in case of imported technology (important during the last
three years reckoned from the beginning of the financial
year) - Nil

(a) the details of technology imported - Nil

(b) the year of import - Nil

(c) whether the technology been fully absorbed - Nil

(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof - Nil

(iv) the expenditure incurred on Research and Development Nil

C) Foreign exchange earnings and outgo

The total foreign exchange used was ? Nil and the total foreign
exchange earned was ? Nil.

Environment Social and Governance (ESG) Reporting:

ESG reporting refers to the disclosure of data covering the
Company’s operations in three areas: environmental, social and
corporate governance. It provides a snapshot of the business’s
impact in these three areas for investors.

The analysis of performance across these ESG factors
summarizes quantitative and qualitative disclosures and helps
screen investments. ESG reporting helps investors avoid
companies that might pose a greater financial risk due to their
environmental performance or other social or governmental
practices. Presently it is applicable for the top 1000 listed entities
and is provided separately in this Annual Report.

30. ANNUAL RETURN:

Pursuant to the provisions of 134(3) of the Companies Act
2013, the Annual Return(draft) for the financial year ended on
March 31, 2023 is available on the website of the Company
at https://www.marathonnextgen.com/

31. COST AUDIT:

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 year under review.

However, the Cost Audit for the Company is covered under
class (b) of the said rule 3 for the FY: 2023-24 and the Company
has approved the engagement of Mr. Manish Shukla & Associates,
Cost Accountants, as the Cost Auditor of the Company.

32.OTHERS:

- Listing:

The Equity Shares of the Company are listed with the BSE Limited
& NSE Limited. The Company has paid the Annual Listing Fees
for both the Exchanges for the year 2022-23.

- Dematerialization Of Shares:

The members are aware that the Company’s equity shares
are under compulsory trading in dematerialized form for all
categories of investors. The shareholders, who are holding
the shares of the Company in physical mode, are requested to
Demat their holding at the earliest, so as to reap the corporate
benefits like Transfer, Dividends, Bonus etc. without loss of time.
SEBI has already mandated that wef April 2019 sale/transfer of
securities in physical mode is NOT PERMITTED.

- Unclaimed And Unpaid Dividends And Tranfer Of Shares
To Iepf:

Kindly refer to section to Corporate Governance, under head
Unclaimed and Unpaid dividends and transfer of shares to IEPF
for the amount unpaid and unclaimed dividends lying at the
respective Unpaid Dividend A/c.

Shareholders who have-not claimed their Dividend entitlements
are requested to contact the Company or its RTA.

Pursuant to Section 124 of the Companies Act 2013 read with
the Investor Education Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules 2016 all dividends remaining
unpaid or unclaimed for a period of 7 years and also the shares
in respect of which dividend has not been claimed by the
shareholders for 7 consecutive years or more are required to
be transferred to Investor Education Protection Fund (IEPF) in
accordance with the said Rules.

During financial year 2022-23 the Company has transferred
to the Investor Education and Protection Fund an amount of
? 7,25,526 (Rupees Seven Lakhs Twenty Five Thousand Five
Hundred Twenty Six Only). However, there was a delay in transfer
to IEPF due to technical issues on MCA/IEPF Portal.

The details of the unclaimed dividends along with the names and
addresses of the shareholders were published on the website
of the Company. Individual communication to each of the
shareholders, who had not claimed the dividend continuously
for the previous seven years was sent to their registered
addresses. The said details were also uploaded on the website
of the Ministry of Corporate Affairs and provided in the section
of Corporate Governance.

- Secretarial Audit Report For The Year Ended
March 31, 2023

As required under provisions of Section 204 of the Companies
Act, 2013 and pursuant to Regulation 24A of Listing Regulations,
the reports in respect of the Secretarial Audit for FY 2022-23
carried out by M/s. Nitin R, Joshi, Company Secretaries, in Form
MR-3 forms part to this report.

Also, the Secretarial Audit Report for FY 2022-23 in Form MR-3
in respect of Sanvo Resorts Private Limited, the material unlisted
subsidiary of your Company, forms part of this report.

The said reports do not contain any adverse observation or
qualification or modified opinion.

- Compliance with the Secretarial standards:

The Company is in compliance with the mandatory
Secretarial Standards.

- Service of Documents:

All documents, including the Notice and Annual Report shall be
sent through electronic transmission in respect of the members
whose email IDs are registered in their Demat a/c or otherwise
provided by them.

A Member shall be entitled to request for physical copy of any
such document.

- Debenture Trustees:

Vistra ITCL India Ltd is the Debenture Trustee for the non
convertible debentures issued by the Company. Contact details
of the Debenture Trustees are as under:

Vistra ITCL India Ltd,

C-22, Bandra Kurla Complex, Bandra (E), Mumbai-400051,

Tel: [phone].

Contact Person: The Compliance Officer. Email: [e-mail]
Website: www.vistraitcl.com

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

1. The details relating to deposits, covered under Chapter V of
the Act, since neither the Company has accepted deposits
during the year under review nor there were any deposits
outstanding during the year.

2. Details relating to issue of sweat equity shares and shares
with differential rights as to dividend, voting or otherwise,
since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received
any remuneration or commission from any of its subsidiaries.

4. During the financial year under review, there was no instance
of one-time settlement of loans/financial assistance taken
from Banks or Financial Institutions, hence the Company
was not required to carry out valuation of its assets for the
said purpose.

- Disclosure Under The Sexual Harassement Of Women
At Work Place (Prevention, Prohibition And Redressal)
Act, 2013:

The Company has in place a Policy in line with the requirements of
“The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013”. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

No Complaints were received, during the year under review.

- Scheme of Merger- Marathon Nextgen Townships
Private Limited:

The Hon’ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the
Company and its wholly owned subsidiary, Marathon Nextgen
Township Private Limited (MNTPL), considering April 01, 2020 as
being the appointed date. In the scheme filed, the appointed
date was April 01, 2019. The Company is therefore in the process
of filing an appeal before the Hon’ble National Company Law
Appellate Tribunal seeking to rectify the order.

33. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank all the employees at all levels, customers, suppliers, bankers, business partners/
associates, financial Institutions and various other regulatory authorities for their consistent support/encouragement to the Company.

Your directors also thank the shareholders for reposing confidence and faith in the Management of the Company.

For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: August 11, 2023 Chairman & Managing Director

DIN 00135296

---

Mar 31, 2018

To

The Directors have pleasure in submitting their 41st Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2018.

WORKING RESULTS: (Rs. in Lakhs)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Profit / (Loss) before Depreciation, interest and Taxation	4385	11226
Less: Depreciation	76	15
Less: Interest	455	30
Profit before Taxation	3854	11182
Less/ (Add) Tax Expenses	761	2386
Net Profit for the Year	3091	8796
Add: Other Comprehensive	9	6
	3100	8802

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs.2. per equity share of Rs.5 each for the FY2017-18

BUY BACK OF SHARES:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved buyback of 54,37,345 fully paid equity shares of Rs.10/- each from the shareholders at a price of Rs.275/- per share for total consideration of Rs.149,52,69,875.The approval of Shareholders were obtained through Postal Ballot on April 27,2017 and the said buy back was completed on July 04 , 2017 successfully.

SUB DIVISION OF SHARES:

Based on the approval of the shareholders, through postal ballot , the face value of the equity shares of the Company was split from Rs. 10/- each into Rs. 5 /- each effective from April 6,2018 with an intent to improve the liquidity of the Company’s shares in the stock market and also to encourage the participation of small retail investors in the equity shares of the Company.

Effective from 06/04/2018 the face value of the Listed equity shares of the Company is Rs. 5/- per share.

FUTURE PROSPECTS:

Your Company has entered into the Re-development and Rehabilitation of Slums segment in and around Bhandup area of Mumbai.

The construction activities of the SPV (a LLP) wherein your Company holds 40% equity stake has launched its Project at Byculla, Mumbai project known as “MONTE SOUTH”and it is progressing well. DIRECTORS:

In accordance with the applicable provisions of the Companies Act, 2013, Ms. Shailaja C. Shah, Director retires by rotation and being eligible offers herself for reappointment.

The reappointment of Mr. Chetan R. Shah (DIN: 00135296) as Managing Director for a period of 5 years from July 1,2018 to June 30,2023 is recommended by the Board of Directors.

AUDITORS

M/s. Rajendra & Co., Chartered Accountants, who had been appointed as Statutory Auditor for a term of 5 years with effect from F.Y. 201617., Vide MCA notification dated May 7,2018 the requirement of yearly ratification by the shareholders at every general Meeting as per Sec 139 of the Companies Act 2013 is dispensed with.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure which forms part of this Directors Report .

CONSERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

LISTING :

The Equity Shares of the Company are listed with the BSE Limited& NSE Limited . The Company has paid the Annual Listing Fees for both the Exchanges for the year 2018-19.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company’s equity shares are under compulsory trading in dematerialized form for all categories of investors. REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL ) ACT, 2013:

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review No Complaints were received. CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies Act 2013 along with other requirements as specified in Regulations 17 to 27 and 46(2)(b) to(i) of SEBI (LODR) Regulations 2015 forms part of this Annual Report.

ACKNOWLEDGEMENTS:

The Board of Directors take this opportunity to place on record their sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company’s growth.

For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: May 22 ,2018 Chairman & Managing Director.

---

Mar 31, 2017

The Directors have pleasure in submitting their Fortieth Annual Report together with the audited Financial Statements of your Company for the year ended March 31,2017.

Working Results: (Rs. in lacs)

Particulars	Year ended March 31,2017 Rs.	Year ended March 31, 2016 Rs.
Profit / (Loss) before Depreciation, interest and Taxation	11226	11104
Less: Depreciation	15	29
Less: Interest	30	1
Profit before Taxation	11182	11074
Less/ (Add) Tax Expenses	2386	2378
Profit / (Loss) after tax after adjustment	8796	8696
Add: Other Comprehensive Income (OCI) (Net)	6	1
	8802	8697
Less: Dividend on equity shares @ Re. 1 per equity share	284	284
Tax on Dividend	58	232
Other Adjustment as per Ind - AS	-	-
Transfer to Other Equity	8460	6190
Earnings per share basic and diluted-(in Rs.)	30.93	30.59

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Re.1/- per equity share for the FY 2016-17.

BUY BACK OF SHARES:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved a buyback of 54,37,345 fully paid equity shares of Rs.10/- each from the shareholders at a price of Rs.275/per share for a total consideration of Rs.149,52,69,875. The approval of Shareholders were obtained through Postal Ballot on April 27,2017.

FUTURE PROSPECTS:

Your Company has entered into the Re-development and Rehabilitation of Slums in and around Bhandup area of Mumbai.

The SPV (a LLP) wherein your Company holds 40% equity stake has launched its Project at Byculla, Mumbai.

DIRECTORS:

In accordance with the applicable provisions of the Companies Act, 2013, Mr. Mayur R Shah, Director retires by rotation and being eligible offers himself for reappointment.

Mr. Deepak R. Shah (DIN: 06954206 )was appointed as an Additional Director at the Board Meeting held on February 9,2017. The Company has received a Notice signifying his candidature for appointment under Section 160 (1) of the Companies Act, 2013.

Brief resume of Mr. Deepak R Shah, nature of his experience in specific functional area and names of the companies in which he holds directorship, is mentioned and forms part of this Annual Report.

The reappointment of Mr. S. Ramamurthi (DIN:00135602) as Whole Time Director & CFO for a period of 3 years from May 1,2017 is recommended by the Board of Directors.

CHANGES IN DIRECTORS:

Mr. V. Nagarajan, an Independent Director of the Company has resigned from the Board effective from May 29,2017 citing pre occupation. He was appointed as a Director on the Board on January 28,2005. At the 37th AGM of the Company, his appointment as an Independent Director was formalized by the shareholders under Section 149 of the Companies Act 2013.

Since January 2005,he has been Chairing the Audit Committee and Investors Grievance Committee of the Board. Mr. V. Nagarajan has been a Member of the Nomination & Remuneration Committee also. The Company has benefited immensely from his vast experience and positive approach.

The Board while appreciating the efforts put in by Mr. V. Nagarajan during the trying times placed on record his valuable contribution towards achieving excellence in all the spheres of Corporate activities and various Governance initiatives of the Company.

AUDITORS:

Since, the tenure of M/s. Haribhakti & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company is upto the conclusion of this 40th Annual General Meeting ,the Board of Directors at their Meeting held on May 29, 2017 have shortlisted M/s Rajendra & Co., Chartered Accountants as the Statutory Auditors of the Company effective from the beginning of the FY17-18,i.e from April 1, 2017. A certificate from them has been received to the effect that their appointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

SCHEME OF AMALGAMATION:

The scheme of amalgamation of Parmeka Pvt Ltd(PPL)-a 100% subsidiary of the Company .with itself was approved on October 6,2016 by the Hon’able High Court of Judicature .Bombay.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel are dealt in the annexure which forms part of this Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed on the BSE Limited and NSE Limited . The Company has paid the Annual Listing Fees for both the Exchanges for theyear2017-18.

DEMATERIALIZATION OF SHARES:

The members are aware that the Company’s equity shares are under compulsory trading in dematerialized form for all categories of investors.

REPORT U/S134 (3) OF THE COMPANIES ACT 2103:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review No Complaints were received.

CORPORATE GOVERNANCE:

A separate section on disclosures specified in Companies Act 2013 along with other requirements as specified in Regulations 17 to 27 and 46(2)(b) to(i)of SEBI (LODR) Regulations 2015 forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (C) of the Companies Act, 2013 with respect to Directors responsibilities it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors has laid down internal financial controls for ensuring the orderly and efficient conduct of its business, including the adherence to Company’s policies, the safe guarding of its assets ,the prevention and detection of frauds and errors ,the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Statement of declaration given by the Independent Directors under section 149(6) of the Companies Act 2013:

All the Independent Directors of the Company have complied with section 149(6) of the Companies Act 2013, by submitting the Annual declaration for the financial year 2016-17.

Matters relating to determination of payment of Commission to Mr.Chetan R Shah, Chairman & Managing Director -KMP of the Company for the year 2016-17:

The Nomination & Remuneration Committee of the Board met on May 23,2017 to decide the Commission payable to the CMD for the year 2016-17.

Explanations or comments by the Board on every qualification, reservation or adverse remarks or disclaimer, if any, made by the Auditor in his report.

No qualification, reservation or adverse remarks or disclaimer is made by the Secretarial Auditors in his report.

Particulars of loans, guarantees or investments under section 186:

There are no loans, guarantees or investments made during the year under review.

Particulars of contracts or arrangements (COA) with related parties referred to in subsection (1) of section 188:

There is no COA with related parties as referred above during the year under review.

The state of Company’s affairs:

The Company’s Operating Profit before Tax expenses: Rs. 11,182 lacs Segment wise Operating Profit before Tax expenses: Rs. 11,182 lacs The Company’s Other Income before Tax expenses: Rs. 5,542 lacs The Profit before Tax, depreciation & amortization (EBITDA): Rs. 11,227 lacs The Profit after Tax, depreciation & a mortization (EBITDA): Rs. 8,796 lacs The Net profit for the Year ended: Rs. 8,802 lacs

The Company’s basic and diluted Earnings Per Share (EPS) for year ended on March 31,2017: Rs. 30.93

Dividend details:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Re.1./-per equity share (10%) for the year 2016-17.

Scheme of Amalgamation:

The Hon’able High Court of Judicature, Bombay had issued Orders confirming the amalgamation of Parmeka Pvt Ltd, wholly owned Subsidiary of the Company with itself on October 6,2016. Necessary filing with MCA was completed on October 21,2016.

Buyback of Shares:

During the year under review the Board of Directors at its Meeting held on March 17,2017 have approved a buyback of 54,37,345 number of fully paid equity shares of Rs. 10/- each, under tender offer method from the shareholders at a price of Rs. 275/- per share for a total consideration of Rs. 149,52,69,875/-

Material changes and commitments affecting the financial position of the Company:

No material changes occurred and no commitments affecting the financial position of the company had happened between the end of the financial year 2016-17 and the date of this report .except the above referred “Buyback of shares”

Conservation of Energy etc.

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

Visualization of Potential Risk:

During the year under review, the Company has ventured into the SRA segment in the realty vertical by undertaking the development of Projects at Bhandup(W), Mumbai.

The process of identification of Risks elements in developing the said projects are initiated and are in place .The risk containment measures will be addressed along with the project mile stones identified thereon. No potential threat is envisaged..

CSR Policy initiatives & Spending:

The Company has a CSR policy. For the FY 2016-17 ,the amount to be spent on the CSR related activities amounting to Rs.1.40 crore was contributed to a recognized Trust.

Evaluation Mechanism of Directors:

The performance evaluation of all the Directors was undertaken as per the prescribed standards. The Independent Directors of the Company at their meeting held on February 9,2017 have carried out such evaluation of all the directors for the year under review and submitted their report to the Chairman & the Managing Director of the Company.

The Board has also undertaken the Performance evaluation of all of its Independent Directors pursuant to the Clause VIII of Schedule IV of the Companies Act 2013( Code for Independent Directors).

Directors Familiarization Initiatives:

The Company has undertaken a Familiarization programme for Directors on February 28,2017.The Directors have met at the Corporate Office of the Company and a detailed presentation was made by the CMD about the ongoing projects (SRA).The procedures and the process of the execution of the projects were explained to them .Later, the Directors were accompanied to the Project sites at Bhand up to get familiarize themselves on the actual activities.

The feed back received from them were noted by the Management.

Appointment and Remuneration of Managerial Personnel 2014 Rules:

a. Details as per Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel 2014 Rules:

(i) The ratio of the remuneration of CMD to the median remuneration of the employees of the Company for the FY:2016-17:1:11.38

(ii) The % age increase of remuneration:7.00%

a. CMD - 20% age of increase ,in the FY 2016-17

b. CS -12.98% age increase ,in the FY 2016-17

(iii) 19.94% age increase in the median remuneration of the employees.

(iv) The no. of permanent employees of the company are: 18

(v) The explanation of the relationship between average increase in remuneration and the company’s performance:

The increase in the net profit of the company for the FY:16-17.Rs.8802 lacs lacs (Previous F.Y. Rs. 8697 lacs) The % age increase is 1.20 %.

(vi) Comparison of remuneration of the KMP against the performance of the Company.

KMP	%age of Increase in Remuneration	Remarks
1.CMD	20% increase compared to last year-lncrease in the performance of the Company - Net profits -1.2%	Nominal increase as per prevailing standards in the sector.
2.CS	12.98% increase compared to last year- Increase in the performance of the Company - Net profits -1.2%	Nominal increase as per prevailing standards in the sector.

(vii) Variation of market cap, P/E at the closing of FY etc.,

Details	FY 2016-17	FY 2015-16	FY 2014-15	FY 2013-14	Variation
Market Cap (Rs.in crore)	746	398	281	234	87%(lncrease)
Closing Price (Rs)	BSE-262.40 NSE-262.50	140	148	123.50	122.5% (Increase)
EPS (Rs)	30.93	26.51	20.26	19.25	4.42% (Increase)
P/E (Rs)	8.49	5.28	7.31	6.42

Total no. of equity shares listed with BSE & NSE: 2,84,37,345 of Rs. 10/- each.

(x) The key parameters for any variable component of remuneration availed by the directors: Not Applicable

(xi) The ratio of remuneration of the highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employee in this category.

Affirmation that the remuneration is as per the remuneration policy of the company:

The Managerial Remuneration paid during the FY 2016-17 is as per the Remuneration policy of the Company.

b. Details as per Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) 2014) Rules:

Except the Chairman & Managing Director(CMD)none of the employees are covered under Rule 5(2 Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ACKNOWLEDGEMENTS:

As the tenure of 10 years of the Company’s present Statutory Auditors ,M/s. Haribhakti & Co LLP Chartered Accountants is expiring at the conclusion of the ensuing Annual General Meeting ,the Board of Directors take this opportunity to place on record their sincere appreciation for the excellent support and guidance provided by the outgoing Statutory Auditors .The Board also express its sincere appreciation and support extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company’s growth and success.

Place: Mumbai For and on behalf of the Board

Date: May 29,2017 Chetan R. Shah

Chairman & Managing Director.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Thirty Eighth Annual Report together with the audited Financial Statements of your Company for the year ended March 31, 2015.

WORKING RESULTS:

(Amount in lacs)

Year ended Year ended Particulars March 31,2015 March 31,2014 Rs. Rs.

Profit/ (Loss) before Depreciation, 5,283 4,744 interest and Taxation

Less: Depreciation 31 13

5,252 4,731

Less: Interest - 19

Profit before Taxation 5,252 4,712

Less/ (Add) Tax Expenses 1,410 1,063

Profit / (Loss) after tax after 3,842 3,649 adjustment

Add: Balance brought from previous 15,745 4,705 year

19,587 8,354

Less: Dividend on equity shares 1,138 948

Tax on distributed profits 232 161

Less: Short provision of depreciation 1 -

Less: Transfer to General Reserve - 1500

Balance carried to Balance Sheet 18,216 5,745

Earnings per share basic and diluted 20.26 19.25 -(in Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs. 6/-per equity share (60%) for the year 2014-15.

FUTURE PROSPECTS:

The project under development by a SPV (a LLP) wherein the Company holds 40% stake has commenced it's basic activities and is in progress. The said project is witnessing good sale enquiries even before it's official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

In accordance with the new Companies Act, 2013, Mr. Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

Mrs. Shailaja C. Shah has been appointed as an additional director of the Company with effect from 25th March, 2015, who holds office till the Annual General Meeting.

Brief resume of Mrs. Shailaja C. Shah, nature of her experience in specific functional area and names of the companies in which she holds directorship, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or it's employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .The other details of disclosures pertaining to the Managerial personnel is dealt in the annexure that forms part of this Director's Report.

CONSIDERATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2014-15.

DEMATERIALIZATION OF SHARES:

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

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Director's Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 38th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company. Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai By Order of the Board

Date: 27th May, 2015 Chetan R. Shah Chairman & Managing Director.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their Thirty Seventh Annual Report together with the audited accounts of your Company for the year ended 31st March, 2014.

WORKING RESULTS:

Year ended Year ended 31st March 2014 31st March 2013 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, 4,744 5,143 Interest and Taxation Less: Depreciation 13 27

4,731 5,116

Less: Interest 19 347

Profit before Taxation 4,712 4,769

Less / (Add): Provision for Taxation 1,063 (218)

Profit / (Loss) after tax after 3,649 4,987 adjustment

Add: Balance Brought Forward from 14,705 13,718 previous year

Less: Dividend on equity shares 948 855 Rs. 5/share

Less: Tax on distributed profits 161 145

Less: Transfer to General Reserve 1,500 3,000

Balance carried to Balance Sheet 15,745 14,705

Earnings per share-basic and 19.25 26.30 diluted (Rs.)

DIVIDEND:

In line with the Dividend Policy of the Company, your directors are pleased to recommend a dividend of Rs.5/-per equity share (50%) for the year2013-14.

DILUTION OF PROMOTERS STAKE:

Directors wish to inform all stakeholders that as per SEBI Regulations, the Promoters had brought down their holding from 89.40% to 75%during June2014.

FUTURE PROSPECTS:

The project under development byaSPV(a LLP) wherein your Company holds 40% equity stake has commenced its basic activities and is in progress. The said project is witnessing good sale enquiries even before its official launch/commencement.

The JV project in Bangalore is yet to take off and is lagging behind and efforts are under way to make it happen during the current financial year.

DIRECTORS:

Mr.Mayur R. Shah, Director retires by rotation and being eligible offers himself for reappointment.

The tenure of Mr. S. Ramamurthi,Whole-Time Director of the Company, expired on 30th April, 2014. The Board recommended his re- appointment as Whole time Director & CFO of the Company for a further period of three years effective from 1 st May, 2014.

Upon notification of the applicable sections of the Companies Act 2013 w.e.f April 1st, 2014, it is required to obtain approval of the shareholders for regularizing appointments of all the Independent Directors, viz., Mr.V.Nagarajan, Mr.V.Ranganathan and Mr.Padmanahba Shetty at this Annual General Meeting.

Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / Chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2014-1 5.

DEMATERIALIZATION OF SHARES:

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

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS:

M/s.Haribhakti & Co„ Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 37th Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 139 of the Companies Act, 2013.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth,

For and on behalf of the Board

Place: Mumbai Chetan R. Shah Date: 28th May, 2014 Chairman & Managing Director

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Mar 31, 2013

The Directors have pleasure in submitting their Thirty Sixth Annual Report together with the audited accounts of your Company for the year ended 31 st March, 2013.

WORKING RESULTS:

Year ended Year ended 31st March 2013 31st March 2012 (Rs. Lacs) (Rs. Lacs)

Profit / (Loss) before Depreciation, interest and Taxation 5,143 9,733

Less: Depreciation 27 41

5,116 9,692

Less: Interest 347 908

Profit before Taxation 4,769 8,784

Less/(Add): Provision for Taxation (218) 1,681

Add: Prior period adjustment

Profit / (Loss) after tax after adjustment 4,987 7,103

Add: Balance Brought Forward from previous year 13,718 11,998

Less: Dividend on Preference shares including arrears thereon

Less: Dividend on equity shares Rs.4.50/share 855 759

Tax on distributed profits 145 123

Less: Transfer to General Reserve 3,000 4,500

Balance carried to Balance Sheet 14,705 13,717

Earnings per share-basic and diluted (Rs.) 26.30 37.45



DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Even though Profits for the current financial year are lower than the previous year your directors are pleased to recommend a higher dividend of Rs. 4.50/-per share (45%), compared to the previous year of Rs.4 per share (40%).

The Directors would like to inform Members that as on March 31, 2013 the 6% Redeemable Cumulative Preference Capital of the Company were redeemed out of the profit of the year and the accumulated dividend thereon has been paid which is placed before you for ratification.

The dividends paid would be taxfree in the hands of the shareholders as the Dividend DistributionTax will be paid by the company.

FUTURE PROSPECTS:

Your Company is a 40% stake holder in a Special Purpose Vehicle for the development of prestigious parcels of properties in South Mumbai and the Eastern Suburbs. It is expected that the project in South Mumbai would commence shortly. During the year under review, the Special PurposeVehicle which was a Public Limited Company has been converted into a Limited Liability Partnership.

The Joint Venture project in Bangalore is slow in taking off. However with the improvement of market conditions in Real Estate in Bangalore it is hoped that considerable progress would happen during the current year.

Innova at Lower Parel was the first commercial venture by your Company and is a designated Private Technology Park. It is still a sought after address in Lower Parel and there are only few units in this project that are yet to be sold.

DIRECTORS:

Mr.V. Nagarajan, Director retires by rotation and being eligible offers himself for reappointment.

Mr. Chetan Shah''s term as Chairman & Managing Director of the Company expires on 30th June, 2013. Considering the admirable way in which he has steered the Company, your directors have recommended his reappointment for a further period of five years on revised terms and conditions that are contained in the Notice convening the Annual General Meeting.

Brief resume of the Director seeking reappointment, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership /chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES:

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2013-14.

DEMATERIALIZATION OF SHARES:

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

CORPORATE GOVERNANCE:

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreementforms part of this Annual Report.

AUDITORS:

M/s. Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 36th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGMENTS:

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts, and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company''s growth. For and on behalf of the Board

Place: Mumbai Chetan R. Shah

Date: 18th May, 2013 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting their Thirty Fourth Annual Report together with the audited accounts of your Company for theyearended March 31,2011.

The realty sector went through a tremendous growth phase during the year ended March 2010. It was felt that this trend would continue for some time. However in view of macroeconomic factors coupled with high inflationary tendencies and dear money policy, the growth in the real estate sector especially in the commercial segment tapered down. Despite these factors your Company has done well when compared to peers in the Industry.

WORKING RESULTS:

(Rs. in lacs)

Year ended Year ended

March 31,2011 March 31,2010

Profit / (Loss) before Depreciation, interest and Taxation 11,744 21,246

Less: Depreciation 45 34

11,699 21,212

Less: Interest 831 1,550

Profit before Taxation 10,868 19,662

Less: Provision for Taxation 2,073 4,741

Less: Prior period adjustment - 252

Profit / (Loss) after tax after adjustment 8,795 14,669

Less: Transfer to Capital Redem. Reserve 25 -

8,770 14,669

Add: Balance brought from previous year 9,571 4,821

18,341 19,490

Less: Dividend on Preference Shares at Rs. 6/ share including arrears thereon 1 1

Dividend on equity shares at Rs. 3.50/share 664 443

Less: Tax on distributed profits 108 74

Less: Transfer to General Reserve 5,570 9,400

Balance carried to Balance Sheet 11,998 9,571

Earnings per share-basic and diluted (in Rs) 46.40 77.37*

* Restated after the issue of Bonus Shares

The Residential Complex Era has almost been sold out.

The commercial complex Innova had been notified as a Private Technology Park by the Govt, of Maharashtra.This notification not only entitles it to avail of double the Floor Space Indices available but also confers on it aTax Holiday under the provisions of the IncomeTax Act 1961 for a period often successive assessment years. During the year the Central Board of Direct Taxes has notified that the Innova Project is eligible for theTax Holiday in accordance with the provisions of the IncomeTax Act 1961.

DIVIDEND:

It has been the consistent policy of the Company to adequately reward its shareholders. Accordingly, your directors are pleased to recommend a dividend of Rs. 3.50 per equity share (35%) on the equity share capital. The Company has declared this dividend after careful consideration of your Company's financial performance and the need to conserve longterm resources of the Company.

Members are aware that during the year the Company had issued bonus shares in the ratio of one equity share of Rs.10/- for every two equity shares of Rs. 10/- each which were allotted on July 9,2010. The Board of Directors as a gesture to the shareholders has decided that these shares so issued would be eligible for the full dividend.

The Directors have declared a dividend of 6% on the Cumulative Preference Capital of the Company.

The dividends paid would be tax free in the hands of the shareholders as the Company would be bearing the Dividend Distribution Tax.

FUTURE PROSPECTS:

The Company is in the process of obtaining necessary clearances and permissions to develop a prime property in South Mumbai. However, the demolition was completed and the work on this project would commence shortly. Your Company has a 40% share in a Special Purpose Vehicle (SPV) that has been formed to develop this project. The same SPV would be developing a large property in the Western Suburbs on completing the various formalities.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high-rise at the Nextgen premises.The contours of the deal are being worked out.

The Company has entered into a Joint Venture with a Marathon Group company to develop high-end apartments in the eastern suburbs. The Company has made a financial commitment of Rs. 125 Crores towards this project which would yield adequate returns. The Company is exploring the possibility of participating in a joint venture to develop a mini township in the extended suburbs of Mumbai.This project is situated at Panvel.

The project in Bangalore is slow in taking-off mainly because, it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock of Commercial Complex at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. Padmanabha Shetty, Director retires by rotation and being eligible offers himself for re-appointment. Brief resume of the Directors, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement; it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors had 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 at the end of thefinancial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the period under review.

PARTICULARS OF EMPLOYEES

Except the Chairman & Managing Director none of the employees are covered under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has already paid the Annual Listing Fees for the year 2010-11.

DEMATERIALIZATION OF SHARES

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

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 34th Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation forthe excellent support and co-operation extended by the shareholders, bankers, customers, suppliers/associates during the year under review.

The Board wholeheartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times.Their dedicated efforts and enthusiasm has been integral to your Company's growth.

Place: Mumbai For and on behalf of the Board

Date: May 30,2011 Chetan R. Shah

Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in submitting their Thirty Third Annual Report together with the audited accounts of your Company for the year ended 31st March, 2010.

The realty sector in which your Company is leading player showed signs of recovery during the second quarter of the fiscal year and grew in strength during the rest of the year. The Company has done exceedingly well as is bore out by the stellar set of numbers.

WORKING RESULTS:

(Rs. in lacs)

Year ended Year ended 31 st March 2010 31 st March 2009 Rs. Rs.

Profit / (Loss) before Depreciation, interest and Taxation 21,246 5,341.38

Less: Depreciation 34 11

21,212 6,962

Less: Interest 1,550 1,621

Profit before Taxation 19,662 5,341

Less: Provision for Taxation 4,741 1,125

Less: Prior period adjustment 252 39

Profit / (Loss) after tax after adjustment 14,66 94,177

Add: Balance brought from previous year4,821 4,882

Less: Dividend on Preference Shares including arrears thereon 1 1

Dividend on equity shares 443 202

Tax on distributed profits 74 35

Less: Transfer to General Reserve 9,400 4,000

Balance carried to Balance Sheet 9,571 4,821

Earnings per share - basic and diluted116.05 33.03

This has been by far the best ever results attained by the Company.

Shareholders were informed during the previous year that the Companys commercial project Innova at Lower Parel has been designated as Private Technology Park by the Government of Maharashtra. In terms of Section 80-IA(4) (iii) of the Income Tax Act 1961, 100% of the profits generated from sale/lease of this property would be exempt from Income Tax. The Company has made the requisite applications to the Central Board of Direct Taxes in this regard and it is hoped that the necessary permissions would be made available to it shortly. Provision for taxes in the accounts has been made without considering the impact of the deductions available under Section 80-IA(4) (iii) of the Income Tax Act 1961. Had the deduction under the section been considered the Profit after Tax and earning thereof would be increased to extent of relief.

YEAR IN RETROSPECT :

While the realty sector continued to consolidate it was the residential segment that saw sustained demand even at higher prices thereby indicating a genuine demand. There was a marked sluggishness in the commercial segment.

In view of the heavy demand the entire residential project was sold out even before it was completed. During the year the Company concentrated in marketing its commercial complex.

In so far as commercial space was concerned the Company hitherto was concentrating in selling large floor plates. During the year the Company re-strategized its marketing plans and forayed into a large untapped market of small and medium office space that had a huge potential. This revised strategy paid off well and Innova today has dedicated sufficient space to cater to this ever growing demand.

DIVIDEND

The Company has always maintained that it derives substantial strength from its shareholders who have stood by it over a long period of time and it has been the consistent policy of the Company to reward them adequately.

The Marathon Group has been in the business of Realty Development for the past forty years. Your Company has become an integral and important part of the group. In commemorating this land mark that the Group has reached, your Directors are proposing a one time special dividend of 15%( Rs.1.50 per share.)

Further a final dividend of 5% (Rs.0.50 per share) is being proposed which together with the interim dividend of 15% (Rs.1.50 per share) already paid would amount to 20% (Rs.2/- per share).

The total dividend for the year would be 35% (Rs. 3.50 per share as against 16% ( Rs. 1.60) paid in the previous year.

The total dividend pay out during the year would be Rs.4,43,85,870 as against Rs. 2,03,72,112 in the previous year and the Dividend distribution tax would be Rs.75,45,165 as against Rs.34,62,241

BONUS SHARES

The Board of Directors have recommended a bonus issue by capitalizing its general reserves in the ratio of one equity share of Rs.10/- each for every two equity shares of Rs.10/- each held. The issue of these bonus shares would be subject to the consent of shareholders and such other regulatory permissions / sanctions as may be necessary. The bonus issue would require appropriating Rs. 6,31,94,100 from its general reserves.

This is the third bonus issue from the Company after the Marathon Group assumed Management Control.

FUTURE PROSPECTS:

The Company is in the process of developing of property in South Mumbai and the Western Suburbs. Your Company has a 40% share in a Special Purpose Vehicle that is to develop these projects. The South Mumbai project would commence shortly as all permissions / sanctions are in place.

The Company along with Mumbai Housing and Area Development Authority (MHADA) is in the process of forging an alliance to construct a high rise at the Nextgen premises. The contours of the deal are being worked out.

The Company is exploring an opportunity to enter into a joint venture with a group Company to construct high end apartments at the eastern suburbs.

The joint venture project in Bangalore is slow in taking off mainly because it is mired in regulatory sanctions. Efforts are being made to ensure speedy implementation.

The Company has ready stock at Innova which is maintaining a sustained demand.

DIRECTORS

Mr. V. Rangananthan, Director retires by rotation and being eligible offers himself for reappointment.

Brief resume of the Director, nature of their experience in specific functional area and names of the companies in which they hold directorship and membership / chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange form part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibilities it is hereby confirmed that:

(I) In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the period under review

PARTICULARS OF EMPLOYEES

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956 may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, concerning conservations of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the current period.

LISTING

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2009-10.

DEMATERIALIZATION OF SHARES

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

AUDITORS

M/s.Haribhakti & Co., Chartered Accountants, retire as the Statutory Auditors at the conclusion of the 33rd Annual General Meeting and being eligible offer themselves for reappointment. A certificate from them has been received to the effect that their reappointment as Statutory Auditors, if made, is within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express its sincere appreciation for the excellent support and cooperation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Companys growth.

For and on behalf of the Board

Place : Mumbai Chetan R. Shah

Date : 31 st May, 2010 Chairman & Managing Director.