As per Attachment

MORARKA FINANCE LIMITED Regd Off : 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021, Tel.: 22832468, 22042945 Fax : 22047288 www.morarkafinance.in, investors@morarkafinance.in CIN : L67120MH1985PLC035632 REF: MFL/ 2026-27/112 October 31, 2026 Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai - 400 001 Fax: 22723 2082 /3132 Scrip Code: 511549 Sub: Regulation 34 – Submission of Notice of 41st Annual General Meeting and Annual Report for the financial year – 2025-26 Dear Sir, Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Annual Report (AR) of the Company for the financial year 2025-26 including a copy of Notice of 41st Annual General Meeting (refer page no. 1 of Annual Report) held on Wednesday, July 15, 2026, at 12.00 noon IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility. You are requested to acknowledge receipt of the same. Thanking you, Yours Sincerely Divya Agarwal Company Secretary & Compliance Officer Encl: As above Morarka Finance Limited 41st ANNUAL REPORT 2025 - 26 Annual Report 2025-26 BOARD OF DIRECTORS SHRI G. R. MORARKA Ms. K. SAVITHA RAO *Ceased w.e.f. April 13, 2026. Ms. PRIYANKA G. MORARKA Ms. NINA CHATRATH SHRI ARUN KUMAR TULSIAN Ms. DIVYA RAO KEY MANAGERIAL PERSONNEL SHRI PRANAY G. MORARKA - CEO *Promoted as Managing Director w.e.f April 24, 2026, subject to shareholders’ approval. SHRI PREMCHAND P. SINGH - CFO Mrs. DIVYA S. AGARWAL - COMPANY SECRETARY & COMPLIANCE OFFICER AUDITORS M/S JAYESH DADIA & ASSOCIATES LLP, CHARTERED ACCOUNTANTS BANKERS ICICI BANK LTD REGISTERED OFFICE 511, MAKER CHAMBERS - V, 221, NARIMAN POINT, MUMBAI - 400 021. SOLICITORS KANGA & CO. REGISTRAR & SHARE TRANSFER AGENTS MUFG INTIME INDIA PRIVATE LIMITED C 101, 247 PARK, LBS ROAD, VIKHROLI WEST, MUMBAI - 400083. TABLE OF CONTENTS Sr. No Particulars Page No. 1. Notice of AGM 1 2. Directors’ Report 22 3. Management Discussion and Analysis Report 36 4. Report On Corporate Governance 40 5. Code of Business Conduct and Ethics 55 6. Certificate of Non-Disqualification of Directors 56 7. CEO and CFO Certification 57 8. Practicing Company Secretary’s Certificate 58 9. Independent Auditors’ Report 59 10. Financial Statements 68 Statutory Reports NOTICE NOTICE is hereby given that the Forty-First (41st) Annual General Meeting of the Company will be held on Wednesday, July 15, 2026, at 12.00 noon IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the following business: The venue of the meeting shall be deemed to be the Registered Office of the Company situated at 511, Maker Chambers - V, 221, Nariman Point, Mumbai – 400021. ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements for the year ended 31st March, 2026, Directors’ Report and Auditors’ Report thereon. 2. To declare dividend on Equity Shares for the financial year ended March 31, 2026. 3. To appoint a Director in place of Ms. Priyanka G. Morarka (DIN: 00001088), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS: 4. To appoint Mr. Pranay G. Morarka (DIN: 03272263) as Managing Director and in this regard to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the rules made thereunder read with Schedule V of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) or any other applicable laws for the time being in force and in accordance with the provisions of the Articles of Association of the Company, and such other approvals as may be necessary, pursuant to recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Pranay G. Morarka (DIN: 03272263) as Managing Director of the Company for a term of five (5) years with effect from April 24, 2026 to April 23, 2031 (both days inclusive), whose office shall be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors (including its committee thereof), be and is hereby authorised to vary, alter and modify the terms and conditions of appointment of Mr. Pranay G. Morarka in accordance with the provisions of the applicable laws. RESOLVED FURTHER THAT the Board of Directors (including its committee thereof), be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings, as may be required to give effect to the aforesaid resolution.” 5. To fix the remuneration of Mr. Pranay G. Morarka (DIN: 03272263), Managing Director of the Company and in this regard pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 , 203 read with its provisos & further read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), and Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as per applicable clauses of the Articles of Association of the Company and on recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee and Board of Directors, consent of the Members of the Company be and is hereby accorded for payment of remuneration on the terms and conditions as set out in the Explanatory Statement attached to this notice to Mr. Pranay G. Morarka (DIN: 03272263) as Managing Director for a period of 5 (Five) years with effect from April 24, 2026 to April 23, 2031 (both days inclusive), with authority to the Board of Directors or Nomination and Remuneration Committee to alter and vary the terms and conditions of the said remuneration in such manner as may be agreed to between the Board and Mr. Pranay G. Morarka. RESOLVED FURTHER THAT in case if in any financial year the Company does not have any profit or has inadequacy of profits, the Company shall pay Mr. Pranay G. Morarka, the remuneration as detailed in explanatory statement annexed to this Notice as the minimum remuneration subject to the applicable approvals and provisions of the Act, notwithstanding the fact that it may exceed limits specified u/s 197 of the Companies Act, 2013. Morarka Finance Limited Annual Report 2025-26 RESOLVED FURTHER THAT the Board of Directors (including its committee thereof) of the Company be and is hereby severally authorised to do all such things including execution of agreements and take all such steps as may be considered necessary, expedient, usual or proper to give full effect to the above resolution.” 6. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 188 and all other applicable provisions of the Companies Act, 2013 read with the rules made thereunder and pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) thereof, for the time being in force) and on recommendation of the Audit Committee and the Board of Directors of the Company, consent of the Company be and is hereby accorded to provide management consultancy services to Dwarikesh Sugar Industries Limited for a period upto March 31, 2027 at a monthly charges of D 3,25,000/- plus applicable GST, levies, taxes, duties and [Showing first 8,000 characters — download PDF for full document]