Morgan Ventures Ltd

Morgan Ventures Limited: Trading window closed from October 01, 2026 until 48 hours after the declaration and submission of Unaudited Financial Results for the Quarter and Half Year ended September 30, 2026

AGM Details

• Date and time: September 2, 2026 at 11:00 A.M. IST.
• Mode: held via two-way VC/OVAM; no physical attendance.

Key Resolutions

• Ordinary: Adopt Audited Standalone Financial Statements for the year ended March 31, 2026.
• Ordinary: Re-appoint Mrs. Madhu (DIN 09065199) who retires by rotation.
• Special: Re-appoint Sanjiv Bansal as Independent Director for a second 5-year term.
• Special: Re-appoint Kuldeep Kumar Dhar as Managing Director for a second 5-year term.
• Special: Approve material related party transactions with Morgan Securities & Credits Private Limited.
• Special: Approve material related party transactions with Peacock Chemicals Private Limited.

Voting Results

• Resolution 1: Passed with requisite majority.
• Resolution 2: Passed with requisite majority.
• Resolution 3: Passed with requisite majority.
• Resolution 4: Passed with requisite majority.
• Resolution 5: Passed with requisite majority.
• Resolution 6: Passed with requisite majority.

Director Changes

• Mrs. Madhu re-appointed by rotation.
• Sanjiv Bansal re-appointed as Independent Director for second term.
• Kuldeep Kumar Dhar re-appointed as Managing Director for second term.

Material Related Party Transactions

• RPT with Morgan Securities & Credits Private Limited approved.
• RPT with Peacock Chemicals Private Limited approved.

AGM Details

• AGM held on 02 September 2026; scrutinizer's report enclosed.
• Resolutions approved by Members with requisite majority.

AGM details

• AGM held on 02 September 2026 at 11:00–12:05 via VC/OAVM; record date 26 August 2026.

Resolution 1: Adopt financial statements

• Adopt Audited financial statements and reports for FY ended 31 March 2026; ordinary; passed.

Resolution 2: Appointment of director

• Appoint director in place of retiring director; ordinary; passed.

Resolution 3: Re-appoint independent director

• Re-appoint independent director for second term; special; passed.

Resolution 4: Re-appoint Managing Director

• Re-appoint managing director for five-year term; special; passed.

Resolution 5: RPT with Morgan Securities

• Approve material related party transaction with Morgan Securities & Credits Private Limited; special; passed.

Resolution 6: RPT with Peacock Chemicals

• Approve material related party transaction with Peacock Chemicals Private Limited; special; passed.

Dividend

• No dividend proposed or approved.

Director changes

• Directors re-appointments and MD reappointment approved.

Auditors

• No changes in statutory or secretarial auditors reported.

Material related party transactions (RPTs)

• RPT with Morgan Securities & Credits Private Limited approved.
• RPT with Peacock Chemicals Private Limited approved.

Financial performance

• Revenue from operations: 3,06,528.01k; prior year: 4,53,110.56k.
• PBT: 83,027.57k; prior year: 3,30,811.90k.
• PAT: 41,444.05k; prior year: 2,56,182.59k.
• EPS: 4.19 (basic/diluted) for 2025-26; 25.88 for 2024-25.
• Dividend: not declared for the year.
• Tax: current tax 22,089.52k; deferred tax 16,033.34k; total tax 41,583.52k.
• Cash and cash equivalents: 1,757.91k; prior year 3,751.70k.
• Borrowings: NBFC loan 16,62,396.68k; related-party loan 3,03,291.81k; total 19,65,688.49k.

Operations and segment mix

• Investments segment: 2,50,014.08k; fund-based: (3,422.46k).
• Total segment results: 2,46,591.62k; finance costs: 1,63,482.68k.
• Net gain on fair value changes: 2,24,116.28k; interest income: 73,739.40k.
• Dividend income: 6,538.19k; other operating income: 2,134.14k.
• Total income: 3,06,528.01k.

Capital structure & liquidity

• Borrowings (excluding debt securities): 19,65,688.49k.
• Net debt: 20,18,058.37k; total equity: 9,34,540.39k; total debt+equity: 29,52,598.76k.
• Gearing ratio: 68.41%.

Related party transactions & governance

• RPTs with Morgan Securities & Credits Pvt Ltd and Peacock Chemicals; threshold 10% turnover; max ₹200 crore.
• Transactions to date FY2026-27: ~₹40 lakh and ₹36 lakh respectively.
• RPTs are in ordinary course, arm's length; shareholder approvals via ordinary resolutions.
• Directors reappointments: Sanjiv Bansal Independent 2026-31; Kuldeep Kumar Dhar MD 2026-31; Mrs. Madhu to rotate.

Audits, internal controls & compliance

• Statutory auditor: D H A & Co; internal auditor: H. Tara & Co; secretarial auditor: Anuj Gupta & Associates.
• CFO certification attached; independent director declarations.
• Emphasis of Matter: MIDC land lease revocation; litigation ongoing; no adjustments yet.
• Independent directors met separately; four board committees in place.

CSR and sustainability

• CSR policy on website; CSR committee chaired by Kuldeep Dhar; other members Yogesh Gupta, Madhu.
• Average net profit Rs 18,34,59,253; 2% CSR obligation Rs 36,69,190.
• CSR spent in year: Rs 22,02,240; some balance under Schedule VII per policy.
• Annexure-4 CSR report attached.

Litigation & risk landscape

• Ongoing Bombay High Court litigation with MIDC over land at Plot E-18/19/29/30, Chikalthana.
• interim order allows symbolic possession; land recorded as fixed asset valued ₹20.02 crore.
• Management expects favorable outcome; no impact on financial statements reported.

MD re-appointment

• Re-appointed as Managing Director, effective Aug 14, 2026, for five years (to Aug 13, 2031).
• Subject to shareholders' approval at the ensuing 39th AGM.
• Reason: Nomination and Remuneration Committee recommendation.
• Profile: Graduate; CA Inter; ~50 years in business development, arbitration, accounts, legal, and management.
• Disclosure: Not related to any other director.
• Not debarred from holding the office of director by SEBI or any other authority.
• Not liable to retire by rotation.

Financial results

• Unaudited standalone Q1 2026 results approved for quarter ended 30 June 2026.
• Limited review report issued by statutory auditors.

Directors – reappointments

• Kuldeep Kumar Dhar reappointed as MD for 5 years from 14 Aug 2026.
• Subject to shareholder approval at the ensuing AGM.
• Sanjiv Bansal reappointed as Independent Director for 5 years from 17 Jun 2026.
• Subject to member approval at AGM.

AGM and notice

• 39th AGM scheduled for 2 Sep 2026 via VC/OAVM.
• Notice of AGM to be sent within prescribed timelines.

Related party transactions

• Approval for related party transactions with Morgan Securities & Credits Private Limited for FY2026-27 up to ₹200 crore.
• Approval for related party transactions with Peacock Chemicals Private Limited for FY2026-27 up to ₹200 crore.
• Threshold: transactions exceed 10% of last audited turnover; member approval required.
• RPTs are in ordinary course and on an arm's length basis.
• Board authorized to finalize documents and execute necessary actions.
• Maximum proposed values: Morgan ₹200 crore; Peacock ₹200 crore.
• RPT value vs turnover: 652% of FY2025-26 turnover.

Dematerialisation compliance

• Certificate confirms dematerialisation compliance under Reg 74(5) for the reporting period.