5. TRANSFER TO RESERVES

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

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

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

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

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

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

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

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

6. During the year, the Company received

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

Confirmations:

There were no revisions to the financial statements and the Board's Report of the Company during the year; and there were no material changes in the nature of business of the Company during the year under review.

7. CORPORATE GOVERNANCE

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

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on 31 March 2026.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Rules made thereunder and pursuant to Articles of Association of the Company, Mr. Kaivalya Chetan Shah (DIN: 03262973) and Mr. Samyag Mayur Shah (DIN: 06884897) Whole Time Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Profile and other information of the Directors to be reappointed, as required under Regulation 36 of the Listing Regulations and Secretarial Standards - 2 forms part as 'Annexure 1' of the Notice convening the ensuing Annual General Meeting.

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

Director and Key Managerial Personnel (KMP)

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

hold their respective positions throughout the year. Composition of the Board:

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

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

Meeting of Independent Directors:

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

Declaration of Independent Directors:

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

Based on the declarations and confirmations of the Independent Directors and after undertaking the due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Further, the Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Familiarisation programme for Independent Directors:

Your Company has in place the familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the

industry in which the Company operates, business / operating model of the Company, etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Company's procedures and practices. The details of the training and familiarisation programme are provided in the Corporate Governance Report, which forms part of this Annual Report.

10. PERFORMANCE EVALUATION

The Nomination Remuneration & Compensation Committee of the Company has formulated process and parameters for the evaluation of the Directors individually, Committees of the Board and the Board as a whole. The parameters for performance evaluation, inter alia, includes performance of the Board on deciding long term strategies, composition of the Board, discharging governance duties and handling critical issues and other price sensitive matters. Pursuant to the provisions of the Act, read with Rules issued thereunder and Regulation 17 of Listing Regulations, the Board of Directors, based on the criteria/parameters formulated by the Nomination Remuneration & Compensation Committee, has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman.

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

11. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 5 (Five) times during the financial year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

12. VIGIL MECHANISM

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

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

safeguarding measures of the "whistle blower(s)". During the financial year under review, no complaints or alerts were received from any of the stakeholders.

13. AUDIT COMMITTEE

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

14. NOMINATION AND REMUNERATION POLICY

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

15. RISK MANAGEMENT POLICY

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

Your Company falls under top 1000 listed companies based on the market capitalisation. Therefore, the Board of Directors of the Company has constituted a Risk Management Committee under Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee

at its Meeting undertakes periodic reviews of the potential risks and its mitigation measures in line with its corporate strategy, major plans of action setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. The Risk Management Policy of the Company is available on the website of the Company at https:// marathon.in/nextgen/

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

18. PARTICULARS OF EMPLOYEES

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

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

Auditors

Statutory Auditors:

Under section 139(2) of the Companies Act, 2013 and the Rules made thereunder the Statutory Auditors M/s. Rajendra & Co, Chartered Accountants (ICAI Firm's Registration No: 108355W) were re-appointed as Statutory Auditor of the Company at the 45^th AGM held on 29 September 2022 for a second term of five consecutive years, to hold office from the conclusion of the said AGM till the conclusion of the 50^th AGM. The Report issued by M/s. Rajendra & Co, Chartered Accountants, on the financial statements of the Company for the financial year ended 31 March 2026 forms part of this Annual Report.

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

Secretarial Auditors:

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

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

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

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

Internal Auditors:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board had reappointed M/s. Moore Singhi Advisors LLP., Chartered Accountant, as the Internal Auditor of the Company. The Internal Auditor presents their report to the Audit Committee at the Meetings.

Cost Auditors:

The cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 is applicable for the business activities carried out by the Company for the financial year under review. Accordingly, the Board has re-appointed M/s. Manish Shukla & Associates, Cost Accountants, as Cost Auditor of the Company for conducting its Cost Audit for FY 2025-26. The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

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

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

Details of fraud reported by Auditors:

During the financial year under review, none of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act.

20. MERGER /AMALGAMATION

On 31 March 2025, the Board of Directors approved a Composite Scheme of Amalgamation and Arrangement amongst Matrix Water Management Private Limited, Sanvo Resorts Private Limited, Marathon Realty Private Limited, Matrix Enclaves Projects Developments

Private Limited, Matrix Land Hub Private Limited, Marathon Nextgen Realty Limited, Marathon Energy Private Limited and their respective shareholders and creditors. Pursuant thereto, the Company submitted the Scheme to the stock exchanges for obtaining their no-objection under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (‘CSR') Committee:

22. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

A. Subsidiaries:

As on 31 March 2026, the Company had 9

unlisted subsidiaries under the Companies Act,

2013 as mentioned herein below:

1. Sanvo Resorts Private Limited

2. Terrapolis Assets Private Limited

3. Nexzone Fiscal Services Private Limited

4. Nexzone IT Infrastructure Private Limited

5. Nexzone Water Management Private Limited

6. Marathon Nexzone Land Private Limited

7. Marathon Energy Private Limited

8. Kanchi Rehab Private Limited

9. Sunset Spaces Private Limited

B. Associates:

The Company does not have any Associate Company.

C. Joint Venture:

The Company has joint venture in the following entities:

1. Swayam Realtors and Traders LLP

2. Columbia Chrome Private Limited

D. Step Down Subsidiaries:

1. DVK Developers Private Limited,

2. Shree S S Developers Private Limited

3. Shree Swami Samarth Builders

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

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

Material Subsidiary:

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

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

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

25. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i. in the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable accounting standards have been followed and there were no material departures;

ii. the Directors have selected such accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2026 and of the Profit/loss of the Company for the year ended on that date;

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

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

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

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

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in ‘Annexure 4' to this Report.

27. ANNUAL RETURN

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

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

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

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

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

32. BOARD COMMITTEES

The Company has the following committees of the Board of Directors and the details pertaining to such committees are mentioned in the Corporate Governance Report, which forms part of this Annual Report:

- Audit Committee

- Risk Management Committee

- Nomination Remuneration & Compensation Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Committee of Directors

- Business Development Committee

- Operations Committee

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

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORK PLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Marathon group has in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH). Internal Committee (IC) has been set

up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and others are covered under this policy. During the financial year under review, no complaints were received.

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

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

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

35. CREDIT RATING

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

36. SECRETARIAL STANDARDS

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

37. LISTING FEE

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

38. DEMATERIALISATION OF SHARES

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

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

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.

39. 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.

40. SERVICE OF DOCUMENTS

In compliance with the applicable provisions and circulars, the Notice convening the 49^th Annual General Meeting ("AGM") along with the Annual Report for the financial year 2025-26 will be sent electronically to the

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

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

ACKNOWLEDGMENT

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