Marathon Nextgen Realty Ltd — Major Shareholding Notification 2025

Apr 1, 2025

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Date: March 19, 2025

To, BSE Limited, NSE Limited, Listing Department, Listing Department, P.J. Towers, Dalal Street, Exchange Plaza, Plot No. C/1, G Block, Mumbai – 400001. BKC, Bandra (East), Mumbai – 400051.

To, Marathon Nextgen Realty Limited Marathon Futurex, N.M Joshi Marg, Lower Parel, Mumbai - 400013.

Dear Sir/Madam,

Sub: Clarification on Disclosure submitted under Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

We refer to our intimation dated 18[th] March, 2025 in terms of the provisions of Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and wish to clarify that:-

1. Pursuant to a Non-Disposal Undertaking Agreement dated 28[th] December, 2024, Marathon Realty Private Limited (‘MRPL’), one of the Promoters of Marathon Nextgen Realty Limited (‘MNRL’) has entered into a Non Disposal Undertaking (‘NDU’) with Piramal Trusteeship Services Private Limited (‘the Lender’) in connection with a Term Loan Facility.

2. This arrangement is a standard market practice undertaken as part of our strategic financial planning and most Lenders sanction such a facility on the following condition:

“One of the conditions of the NDU Agreement is that the NDU Provider shall not dispose of or deal with its shareholding in MNRL, so long as any of the secured obligations are outstanding under the Loan Agreement.” (ref. NDU in favour of Piramal Trusteeship Services Private Limited)

1. Please be aware that MRPL has simply given an NDU and has not pledged its shareholding in MNRL. All rights, privileges, ownership and control, including voting rights remains with MRPL. MRPL continues to receive all dividend benefits, and there is no transfer of shares to any third-party demat account.

2. Further, the name of the lender in aforesaid disclosure has been inadvertently mentioned as ‘Anand Rathi Share and Stock Broking Limited’ who are the Depository Participant (DP) for ‘Piramal Trusteeship Services Private Limited’.

3. This arrangement is purely contractual in nature, ensuring that these shares cannot be disposed during the term of our financial arrangement. It is important to note that the Lender cannot sell these shares on their own, regardless of stock price fluctuations. All rights related to these shares remain exclusively with MRPL. The collateral for the loan is different and separate from these shares under NDU.

We assure you that we will always remain committed to transparency and compliance.

We request you to take the above information on your record and disseminate the same to the shareholders /investors of the Company for true and fair representation of the fact regarding the status of our Shareholding in the listed entity.

Yours Sincerely, Marathon Realty Private Limited MAYUR Digitally signed by MAYUR RAMNIKLA RAMNIKLAL SHAH Date: 2025.03.19 L SHAH 20:06:31 +05'30' Mayur R. Shah Director DIN: 00135504

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Format for disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance , in terms of Regulation
31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Name of the Target Company (TC) Marathon Nextgen Realty Limited
Names of the Stock Exchanges where the shares of the target company are listed National Stock Exchange of India Limited and BSE Limited
Date of reporting 18th March, 2025
Name of the promoter or PAC on whose shares encumbrance has been Marathon Realty Private Limited
create d/released/invoked
Details of the creatio n/invocation/release of encumbrance 10th March, 2025
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Post event holding of
Name of the Promoter holding encumbered shares
Promoter holding in the target
promoter (s) or already Details of events pertaining to encumbrance (3) {creation [(2)+(3)] /
company (1)
PACs with him encumbered (2) release [(2)-(3)] /
invocation [(2)-(3)]}
Type of
Type of Date of Name of the
% of % w.r.t % of encumbrance % of % of
event creation/ entity in
No. of total diluted No. of total (pledge/ lien/ No. of total No. of total
(creation / invocation whose favor
shares share share shares share non-disposal shares share shares share
release / release of shares
capital capital () capital undertaking/ capital capital
invocation ) encumbrance encumbered
others)
Chetan - - - - - -
Ramniklal Shah 500300 0.98 0.98 0 0
Mayur
Ramniklal Shah 500300 0.98 0.98 0 0 - - - - - -
Shailaja Chetan - - - - - -
Shah 500300 0.98 0.98 0 0
Sonal Mayur
Shah 518410 1.01 1.01 0 0 - - - - - -
Rita Dhanraj
Shah 200000 0.39 0.39 0 0 - - - - - -
Ansuya - - - - - -
Ramniklal Shah 600 0 0 0 0
Parmeet Mayur
Shah 250000 0.49 0.49 0 0 - - - - - -
Kaivalya Shah 250000 0.49 0.49 0 0 - - - - - -
Samyag Shah 250000 0.49 0.49 0 0 - - - - - -
Gargi Shah 250000 0.49 0.49 0 0 - - - - - -
Piramal
Creation of Trusteeship
Marathon Non- Services
Realty Private Disposal Non-Disposal Private
Limited 34482646 67.34 67.34 0 0 undertaking 10-03-25 undertaking 34482646 67.34 Limited 34482646 67.34
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MAYUR Digitally signed by MAYUR RAMNIKLAL RAMNIKLAL SHAH Date: 2025.03.28 SHAH 20:54:33 +05'30'

Annexure - II

Format for disclosure of reasons for encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

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Name of listed company Marathon Nextgen Realty Limited
Name of the recognised stock exchanges where the shares of the company are listed National Stock Exchange of India Limited and BSE Limited
Name of the promoter(s) / PACs whose shares have been encumbered Marathon Realty Private Limited
Total promoter shareholding in the listed company 67.34%
Encumbered shares as a % of promoter shareholding 67.34%
Whether encumbered share is 50% or more of promoter shareholding Yes
Whether encumbered share is 20% or more of total share capital Yes
Details of all the existing events/ agreements pertaining to encumbrance
Encumbrance
Date of creation of encumbrance: 10th March,2025
Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, Non-Disposal Undertaking
condition or arrangement in the nature of encumbrance)
No. and % of shares encumbered No. of shares: 34482646
% of total share capital: 67.34
Specific details about the encumbrance Name of the entity in whose favour shares encumbered (X) Piramal Trusteeship Services Private Limited
Whether the entity X is a scheduled commercial bank, public Security Trustee Business
financial institution, NBFC or housing finance company? If
No, provide the nature of the business of the entity.
Names of all other entities in the agreement Marathon Realty Private Limited, Marathon Nextgen Realty Limited and
Piramal Trusteeship Services Private Limited
Whether the encumbrance is relating to any debt No
instruments viz. debenture, commercial paper, certificate of
deposit etc.? If yes, provide details about the instrument,
including credit rating
Security Cover / Asset Cover Value of shares on the date of event / agreement (A) 12791337534
Amount involved (against which shares have been 1800000000 (180 Crores)
encumbered) (B)
Ratio of A / B 7.10629863
End use of money Borrowed amount to be utilized for what purpose – Loan taken for Project expenses
(a) Personal use by promoters and PACs
(b) For the benefit of listed company
Provide details including amount, purpose of raising money
by listed company, schedule for utilization of amount,
repayment schedule etc.
(a) Any other reason (please specify)
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MAYUR Digitally signed by MAYUR RAMNIKLAL RAMNIKLAL SHAH Date: 2025.03.28 20:54:55 SHAH +05'30'