Please find attached notice of postal ballot

Date: November 3, 2026 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. Scrip Code: 503101 Symbol: MARATHON Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Notice of Postal Ballot. Dear Sir/ Madam, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), please find enclosed herewith the Postal Ballot Notice dated October 31, 2026, along with the Explanatory Statement ("Notice") for seeking approval of Members of the Company by way of remote e-voting process to transact the following business: Sr. No Particulars Resolution 1. To approve the Material Related Party Transactions for making investment in Special and/or providing loan to, and/or providing guarantee / security to secure loan availed by, Swayam Realtors and Traders LLP, a Joint Venture of the Company. The Notice is being sent through electronic means only to those Members of the Company whose e-mail addresses are registered with Adroit Corporate Services Private Limited, the Registrar and Transfer Agent of the Company/Depositories/Depository Participants and whose names appear in the Register of Members/List of Beneficial Owners as on Friday, October 30, 2026, ("Cut-off date"). The e-voting period will commence from Wednesday, November 4, 2026 at 9.00 a.m. and shall end on Thursday, December 3, 2026 at 5.00 p.m. The details of business to be transacted are given in attached Notice of Postal Ballot. The results of the remote e-voting will be announced on or before Saturday, December 5, 2026. Further, the notice of Postal Ballot is being made available on the website of the Company i.e. https://marathon.in/nextgen/. Kindly take the same on record. Yours Faithfully, Marathon Nextgen Realty Limited Yogesh Patole Company Secretary and Compliance Officer Membership No.: A48777 NOTICE OF POSTAL BALLOT (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014) Dear Member(s), Notice is hereby given pursuant to and in compliance with the provisions of Section 108 and Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 and including General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 05, 2022, General Circular No. 10/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023, and General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025, and any other circulars issued from time to time, issued by the Ministry of Corporate Affairs (“MCA Circulars”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and as amended from time to time), Secretarial Standard-2 on General Meeting (“SS-2”) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 on e-voting facility provided by Listed Entities, and other applicable laws and regulations, the resolutions being set out below are proposed to be passed by the members of the Company through postal ballot only by way of Remote - Evoting process (“E-voting”). The Explanatory Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice (“Postal Ballot Notice”) is annexed hereto. Pursuant to the Rule 22 (5) of the Rules, the Board of Directors, in its Meeting, held on Saturday, October 31, 2026 had approved the appointment of CS. Pushpal Sanghavi Designated Partner of M/s. M P Sanghavi & Associates LLP., Company Secretaries, as the scrutinizer (“Scrutinizer”) for conducting the E-voting process in a fair and transparent manner. In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes under the section “General information and instructions relating to e-voting” in this Postal Ballot Notice to cast their vote electronically. Shareholders are requested to cast their vote through the e-voting process, which shall commence on Wednesday, November 4, 2026 at 9.00 a.m. IST and end on Thursday, December 3, 2026 at 5.00 p.m. IST, post that it will be strictly considered that no vote has been received from the shareholder. The Scrutinizer will submit his report to the Chairman of the Board or to any other person authorised by him after completion of scrutiny of the e-voting. The results shall be declared on or before Saturday, December 5, 2026, and will be communicated to BSE Limited (“BSE”), NSE (National Stock Exchange of India Limited), National Securities Depository Limited (“NSDL”) and Adroit Corporate Services Private Limited (“Adroit” or “Registrar and Share Transfer Agent”) and will also be displayed on the Company's website https://marathon.in/nextgen/. RESOLUTION: TO APPROVE THE MATERIAL RELATED PARTY TRANSACTIONS FOR MAKING INVESTMENT IN AND/OR PROVIDING LOAN TO, AND/OR PROVIDING GUARANTEE / SECURITY TO SECURE LOAN AVAILED BY, SWAYAM REALTORS AND TRADERS LLP (SRTL), A JOINT VENTURE OF THE COMPANY TO CONSIDER, AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 185, 186 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) read with the rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company’s Policy on Related Party Transactions and on the basis of the approval and recommendation of the Audit Committee and the Board, the consent of the Members be and is hereby accorded to the Company for making further Investment in and/or providing Loan and advances to and/or providing guarantee(s) / security in connection with Loan availed by, SRTL at Joint Venture and Related Party of the Company up to an aggregate amount not exceeding ₹1,000 crore (Rupees One Thousand Crores only) , in one or more tranches, from time to time, on such terms and conditions as may be determined by the Board of Directors of the Company (‘Board’), provided that such Investments/loans / facilities shall be utilised by SRTL solely for its principal business activities. RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things as may be necessary, including finalising the terms and conditions, the form and manner of the guarantee(s), executing all agreements, deeds and documents, making all filings, and settling any question, difficulty or doubt that may arise, without being required to seek any further consent or approval of the Members, to the intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolut [Showing first 8,000 characters — download PDF for full document]