Marathon Nextgen Realty Ltd — M&A Activity 2019

Nov 14, 2019

Corporate Office: 702, Marathon Max, Mulund-Goregaon Link Road, Mulund (West), Mumbai - 400 080. Tel.: +91-22-6724 8484 I 88 Fax: +91-22-6n2 8408 E-mail: marathon@marathonrealty.com Website: www.marathonnextgen.com CIN: L65990MH1978PLC020080

To To

The BSE Limited Dept. of Corporate Services P. J. Towers, Dalal Street Mumbai 400 001 Scrip Code: 503101 Dear sirs,

The NSE Limited Listing Department BKC, Bandra (E) Mumbai 400 051 Symbol: MARATHON

Ref.: Regulation 30-0utcome of Meeting of Board of Directors held on November 14, 2019

Sub: Approval of Draft Scheme of Amalgamation of Marathon Nextgen Townships Private Limited (WOS) with Marathon Nextgen Realty Limited and their respective shareholders u/s 233 of the Companies Act 2013.

In compliance with Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with SEBI CIRCULARS BEARING NOS. CFD/DIL/CIR/2017 /21 dated March 10, 2017 AND CFD/DIL3/CIR/2018/2 ,dated January 03, 2018 we wish to inform that the Board of Directors of Marathon Nextgen Realty Limited at its meeting held today i.e. November 14, 2019, have, inter alia, considered and approved a composite Draft Scheme of Amalgamation of Marathon Nextgen Townships Private Limited (WOS) with Marathon Nextgen Realty Limited .the Holding Company ,and their respective shareholders ("Scheme").

The aforesaid Draft Scheme pursuant to Section 233 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder and SEBI CIRCULARS BEARING NOS. CFD/DIL/CIR/2017 /21 dated March 10, 2017 AND CFD/DIL3/CIR/2018/2 dated January 03, 2018, as amended from time to time, provides inter alia for:

• Amalgamation of Transferor Company, a "wholly owned subsidiary" of the Company, into and with the Company.

Registered Office: Marathon Futurex, Mafatlal Mills Compound, N. M. Joshi Marg, Lower Pare! (West), Mumbai - 400 013.

Corporate Office: 702, Marathon Max, Mulund-Goregaon Link Road, Mulund (West), Mumbai - 400 080. Tel.: +91-22-6724 8484 / 88 Fax: +91-22-6n2 8408 E-mall: marathon@marathonrealty.com Website: www.marathonnextgen.com CIN: L65990MH1978PLC020080

The Draft Scheme is subject to approvals of Regional Director/ Registrar of Companies/ Official Liquidator, and the like (Statutory Authorities) having jurisdiction and subject to such other approvals, permission etc.

Other details of the Draft Scheme of Amalgamation pursuant to Regulation 30of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 as per Annexure 1.

This is for your information and records.

ully, THON NEXTGEN REALTY LIMITED

K.S.Raghavan Company Secretary & Compliance Officer

Anncxurc I

Details of the composite Draft Scheme of Amalgamation of Marathon Ncxtgcn Townships Private Limited (WOS) with Marathon Nextgen Realty Limited and their respective shareholders.

Marathon Nextgen Real!)r Limited (MNRL) (Transferee Company)a.entity(ies)Nameoftheis engaged in the real estate and constructionformingparttheofL65990MH1978l'LC020080)sector and has constructed commercial and residential real estate projectsamalgamation/ merger, detailsin brief such as, size turnoverat Lower Parel, Mumbai. The registered office of the Company is located atMarathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400 013 andetc.is locatedcorporateoffice of the CompanyilarathonMax, JunctionatMulund-Goregaon Link Road, Mulund (West), Mumbai 400 080.Marathon NcxtgcnTownshipsPrivateLimited(MNTPL) TransferorCompany (CIN: U45203MH2008PTC183871) is engaged in the real estateand construction sector and the registered office of the Company is locatedat 702, MarathonMax, Junctionof Mulund- GoregaonMulund(W) Mumbai 400080.As on March 31, 2019, the net worth and turnover of TransfereeCompany and the Transferor Company are as under:Rs. in LakhssTurnoverNameNel WorthNo.				Details		Particulars	s.No
	(ClNofLink Road,
Transferee Company1.	9170.86	59,987.64
Transferor Company2.(9.93)	NIL

Registered Office: Marathon Futurex, Mafatlal Mills Compound, N. M. Joshi Marg, Lower Pa rel (West), Mumbai - 400 013.

b.	Whether the transaction would	Yes (Sebi(LODR) Regulations 2015).
	withinrelatedpartyfalltransactions? If yes, whetheris done at "arm'sthe samelength"	WOS gelling amalgamated with the Holding Company
c.	Areabusinesstheofofentily(ies );	TransferorCompanywhollyownedsubsidiaryof TransfereeaisCompany. Transferor Company is Marathon Nexlgen Townships PrivateLimited which is engaged in U1e business of real estate and constructionsector.
		TransfereeCompanyis MarathonNextgenLimitedwhich isRealtyin the business of real estate and constructionsector and hasengagedand residential real estate projects at Lower Parel,constructed commercialMumbai.
d.	Rationaleforamalgamation/ merger	1.1.The merger of MNTPL with MNRL is based on the followingrationale:
		[MNTPL, is a wholly owned subsidiary of MNRL and both the
		1.1.1.
		M1 TPL and MNRL are under same management and it would be
		advantageous to combine the activities and operations in a single
		entity.The amalgamationwouldprovidesynergistic linkages
		besides economiesthe total businessin costsby combining
		and the related activities and operationsfunctionsand thus
		contribute to the profitability of the amalgamated entity.
		belonginggroupandM\JTPLMNRL,thetosameofI. 1.2.management, are largely engaged in the similar kind of businessactivities i.e. engaged in the business of construction and realestate development.
		Economies of scale will play a bigger role as the consolidated1.1.3.
		entity's operationalefficiency will increase, which will in turn
		allow the merged entity to compete on a larger scale m the
		industry, thus benefiting the merged entity and the shareholders.
		The amalgamation will enable the merged entity to build up a1.1.4.diversified product portfolio.
		to reorganise anddesirable and expedientIt is considered1.1.5.the business of both MNTPL and MNRL so as toamalgamatehave a stronger asset base and skills to conduct the business in theemerging environment and to rationalise the costs of business.

The amalgamation will increase the net worth of MNRL which1.1.6.would enable il lo capitalise upon such improved net worth toenhance the stake holders' value.
strength, enhanceThe amalgamationincreasefinancial1.1. 7.willflexibility and ability lo raise larger resources, attract and retaintalentsupport servicesandundertakerelatedbetterlargerprojects.
I. l.8.amalgamationresultinintegrationandeffectiveThewillof resources, which is likely to result in optimisingutilisationoverall shareholderimprovementin competitivevalue andposition of MNRL as a combined entity.
will result in economy of scale, reduction inThe amalgamation1.1.9.overheads, administrative and other expenditure, efficiency andoptimal utilisation of various resources.
The amalgamation will bring both the entities under one roof to1.1. l 0.portray one face to all the parties with whom the Marathon Groupdeals.
The amalgamation will result in better leveragingof facilities,1.1.11.infrastructure and resources.
Duplication of administrative functions together with the multiple1.1.12.recordkeeping will be eliminated, resultingin over-all reductionm expenditure.
inreductionresultTheamalgamationwillsignificantI. 1.13.inmultiplicity of legal and regulatory compliances which at presentlo be made separately by MNRL ~~ well as by theis requiredMNTPL.
This merger will provide an opportunity to leverage assets and1.1.14.a strongerprovidesustainablebusiness.It willbuildanopportunityleverageassetcapabilities,strongertofullyexperience, expertise and infrastructure of both the companiesand thus increased ability for promolion of business activities asraisingwell as for fundas may be required for businessdevelopment.

		The merger will result in a value creation for the shareholders and1.1.15.stakeholdersofMNTPLandMNRLasthecombinedcompany will have improved efficiency, marketamalgamatedshare,structure,largerstrongerfinancialcashflowsandconsolidated revenue and profitability.
		that any shareholderThereor creditoror1.1.16.is no likelihoodemployee of MNTPL and MNRL would be prejudiced as a resultof the Scheme.is in the interestThus,the mergerof theshareholders,creditorsstakeholdersothertheandallofcompanies and is not prejudicial to the interests of the concernedshareholders, creditors or the public al large.]
e.	In case of cash considerationor otherwiseamountshareexchange ratio;	subsidiary of the - TransfereeCompany is a wholly-ownedTransferortherefore no considerationshall be payable pursuantCompany,to theamalgamation of the Transferor Company into U1e Transferee Company,and the equity shares held by the Transferee Company on its own andwith its nomineesin the TransferorCompany, shalltogetherstandcancelled without any further act, application or deed.
r,	detailsBriefofchangeinshareholdingpattern (if any)of listed entity	None