Marathon Nextgen Realty Ltd — Major Shareholding Notification 2025

Mar 24, 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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