Morgan Ventures Ltd

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.

Morgan Ventures Ltd: Trading window closed from July 01, 2026 until 48 hours after the declaration and submission of Un-audited Financial Results for the quarter ended June 30, 2026

Re-appointment

• Dr. Sanjiv Bansal re-appointed as Independent Director for a second five-year term.
• Effective date: June 17, 2026; term runs until June 17, 2031.
• Re-appointment is subject to shareholder approval and he will not retire by rotation.
• Reason: Board approved NRC recommendation for re-appointment.
• Profile: Physician, University of Mysore graduate, with medical and management experience.
• He owns Bansal Hospitals in Delhi and has held directorships in various companies.
• He is not related to any company director.
• He is not debarred by SEBI or any other authority.