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Marathon Nextgen Realty Ltd			Industry : Construction


BSE Code:	503101	NSE Symbol:	MARATHON	P/E(TTM):	19.08

ISIN Demat:	INE182D01020	Div & Yield %:	0.18	EPS(TTM):	28.87

Book Value(Rs):	197.5850656	Market Cap ( Cr.):	2820.03	Face Value(Rs):	5

Change Company

To,

The Members

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 Year ended 31^st March, 2024	Financial Year ended 31^st March, 2023	Financial Year ended 31^st March, 2024	Financial Year ended 31^st March, 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. 13737.79/- 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 Rs 1.00 per fully paid-up equity share of face value of Rs 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 Rs 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 Rs 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 Rs 231,620,440/- (463,24,088 equity shares of Rs 5/- each) to Rs 231,856,485/- (463,71,297 equity shares of Rs 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 Rs 23,48,56,485/- consisting of 4,69,71,297 equity shares of Rs 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 Rs 1.00 per equity share of face value of Rs 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 Rs 25,58,56,485/- consisting of 5,11,71,297 equity shares of Rs 5/- each.

6. Allotment of 36,843 equity shares of Rs 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 Rs 25,58,56,485/- (5,11,71,297 equity shares of Rs 5/- each) to Rs 25,60,40,700/- (5,12,08,140 equity shares of Rs 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 Rs 75,00,00,000/- (Seventy Five Crores) divided into 14,75,00,000 (Fourteen Crore Seventy Five Lakhs) equity shares of Rs 5/- (Five only) each and 1,25,000 (One Lakh Twenty Five Thousand) Preference Share of Rs 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 2023 24 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.BOARDOFDIRECTORSANDKEYMANAGERIAL 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 afirmation 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 Rs 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 Rs 231,620,440/- (463,24,088 equity shares of Rs 5/- each) to Rs 231,856,485/- (463,71,297 equity shares of Rs 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.