The Exchange has received revised Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on March 28, 2025 for Marathon Realty Pvt Ltd
MARATHON · price
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Marathon Nextgen Realty Ltd has filed a clarification to its earlier disclosure dated March 18, 2025 under Regulation 31(1) of SEBI (SAST) Regulations, 2011. The company clarifies that the encumbrance on promoter Marathon Realty Private Limited's 3,44,82,646 shares (67.34% of paid-up capital, equivalent to 100% of promoter holding) is a Non-Disposal Undertaking (NDU) — not a pledge — executed on December 28, 2024 in favour of Piramal Trusteeship Services Private Limited as security trustee for a ₹180 crore term loan facility. All voting rights and dividend entitlements remain with MRPL; the NDU merely restricts disposal during the loan tenor. The filing also rectifies an inadvertent error where the lender's name was wrongly stated as 'Anand Rathi Share and Stock Broking Limited' instead of Piramal Trusteeship Services. The security cover on the encumbered shares is approximately 7.10x, with the loan being utilised for project expenses.
This is a clarification rather than a new encumbrance event, so no fresh dilution or change-of-control risk arises for shareholders. The distinction between NDU and pledge is material — under an NDU, the lender cannot invoke or sell the shares; it only restricts the borrower's ability to dispose during the loan period, leaving long-term shareholding intact. With the security cover at 7.10x and 67.34% promoter holding fully retained, equity structure and control remain unchanged.