Annual Report 2025-2026

MORGAN VENTURES LIMITED (CIN: L08106DL1986PLC025841) Registered Office: 37, Ring Road, Lajpat Nagar-IV, New Delhi-110024 Phone: 011-41628143/44, website: www.morganventures.in Dated: 08.08.2026 The Corporate Relationship Department, Dept. of Investor Services, Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai-400001 SCRIP CODE - 526237 Sub: Annual Report for the Financial Year 2025-26 and Notice of the 39th Annual General Meeting of the Company. Dear Sir/ Madam, This is further to our intimation dated August 7, 2026, wherein the Company had informed that the 39th Annual General Meeting (“AGM”) of the Company is scheduled to be held on Wednesday, September 02, 2026, at 11:00 A.M. (IST) through Video Conferencing / Other Audio-Visual means, in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (“SEBI”). Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report for the Financial Year 2025-26 and the Notice of the 39th AGM of the Company. The Notice of the 39th AGM and the Annual Report is also available on website of the Company at www.morganventures.in. We request you to kindly take the same on record. Thanking You, Yours Faithfully, For Morgan Ventures Limited Sriniwas Chandan CFO, Company Secretary & Compliance Officer M. No. FCS 12426 Registered Office: 37, Ring Road, Lajpat Nagar-IV, New Delhi-110024 2026 39TH ANNUAL REPORT MORGAN VENTURES LIMITED CIN L08106DL1986PLC025841 2025 - 2026 Page 2 of 91 INDEX Sr. No. Particulars Page No. 1. Company Information 4-4 2. Notice of 39th Annual General Meeting 5 – 22 3. Directors’ Report 23 – 31 4. Secretarial Audit Report – “Annexure-1” 32 – 34 5. CFO Certification – “Annexure-2” 35 – 35 6. Certificate of Non-Disqualification of Directors- 36 – 36 “Annxure-3” 7. Annual Report on CSR Activities – “Annexure-4” 37 – 40 8. Management Discussion & Analysis Report- “Annexure- 41 – 43 9. Report on Corporate Governance- “Annexure-6” 44 – 52 10. Statement of Particulars of Employees – “Annexure-7” 53 – 53 11. Particulars of Energy Conservation, Technology 54 – 54 Absorption and Foreign Exchange Earnings and Outgo – “Annexure-8” 12. Standalone Financial Statements 55 – 89 13. E-Communication Registration Form 90 – 90 Page 3 of 91 COMPANY INFORMATION Board of Directors Mr. Kuldeep Kumar Dhar Managing Director Mr. Yogesh Kumar Gupta Independent Director Mr. Sanjiv Bansal Independent Director Mrs. Madhu Woman Director Audit Committee Mr. Yogesh Kumar Gupta Chairman Mr. Kuldeep Kumar Dhar Member Mr. Sanjiv Bansal Member Nomination and Mr. Yogesh Kumar Gupta Chairman Remuneration Committee Mr. Sanjiv Bansal Member Mrs. Madhu Member Stakeholders Relationship Mr. Sanjiv Bansal Chairman Committee Mr. Kuldeep Kumar Dhar Member Mrs. Madhu Member Corporate Social Mr. Kuldeep Kumar Dhar Chairman Responsibility Committee Mr. Yogesh Kumar Gupta Member Mrs. Madhu Member Key Managerial Personnel Mr. Prayas Dubey, Chief Financial Officer and Company Secretary (till 31st December, 2025) Mr. Sriniwas Chandan, Chief Financial Officer and Company Secretary (w.e.f. 01st January, 2026) Statutory Auditor D H A & Co., Practicing Chartered Accountants, Delhi Internal Auditor H. Tara & Co., Practicing Cost Accountants, Delhi Secretarial Auditor Anuj Gupta & Associates, Practicing Company Secretary, Delhi Share Transfer Agent Skyline Financial Services Private Limited D-153 A, 1st Floor, Okhla Industrial Area, Phase – I, New Delhi 110020 Company Communication Registered Office: 37, Ring Road, Lajpat Nagar – IV, New Delhi Details 110024 E Mail – secretarial@goyalgroup.com, morgan@morganventures.in Website – www.morganventures.in Bankers – HDFC Bank Ltd, New Delhi Kotak Mahindra Bank, New Delhi Page 4 of 91 NOTICE OF 39TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 39TH (THIRTY NINE) ANNUAL GENERAL MEETING OF MORGAN VENTURES LIMITED WILL BE HELD ON 02ND SEPTEMBER, 2026, WEDNESDAY AT 11:00 AM THROUGH VIDEO CONFERENCING (VC) OR OTHER AUDIO VISUAL MEANS (OAVM) FOR WHICH PURPOSE THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 37, RING ROAD, LAJPAT NAGAR – IV, NEW DELHI 110024 SHALL BE DEEMED AS THE VENUE FOR THE MEETING AND THE PROCEEDINGS OF THE AGM SHALL BE DEEMED TO BE MADE THEREAT, TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mrs. Madhu (DIN: 09065199), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS 3. RE-APPOINTMENT OF MR. SANJIV BANSAL (DIN 00417480) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR SECOND TERM To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:- “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (‘Act’), if any, read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors), Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, and the Articles of Association of the Company, as well as based on the recommendation of the Nomination and Remuneration Committee, Mr. Sanjiv Bansal (DIN 00417480), who was appointed as an Independent Director of the Company at the 34th Annual General Meeting of the Company for a period of five years i.e. from June 17, 2021 to June 16, 2026 (both days inclusive), and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re appointed as an Independent Director of the Company, to hold office for the second consecutive term of five years i.e. from June 17, 2026 to June 16, 2031 (both days inclusive), not liable to retire by rotation. RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder, Mr. Sanjiv Bansal shall be entitled to receive the remuneration/ fees/ commission as permitted to be received in a capacity of Non-Executive, Independent Director under the Act and SEBI Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.” Page 5 of 91 4. RE-APPOINTMENT OF MR. KULDEEP KUMAR DHAR (DIN 00299386), AS MANAGING DIRECTOR OF THE COMPANY To consider and, if thought fit to 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 and Schedule V of the Companies Act, 2013 (‘Act’) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force) and other applicable provisions of the Act and in terms Articles of Association of the Company and as recommended by [Showing first 8,000 characters — download PDF for full document]