Notes to Accounts of Morgan Ventures Ltd.

Mar 31, 2025

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade receivable or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

Impairment allowance recognised on trade and other receivables is ? Nil (Previous year: ? Nil)

B. Terms/Rights attached to equity shares

The company has only one class of equity share having face value of Rs 10/- per share. The holder of the equity shares is entitled to receive dividend as declared from time to time. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing annual general meeting. The holder of share is entitled to voting rights proportionate to their share holding.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

Retained Earnings

The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial position of the Company and also considering the requirements of the Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety.

27. Earnings Per Share (EPS)

Basic and Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average number of Equity shares outstanding during the year. Diluted EPS are calculated by dividing the profit for the year attributable to the equity holders of the company by weighted average number of Equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

28. Commitments There are Nil (31 March 2024: Nil) capital and other commitments.
29. Contingent Liabilities
Particulars	As at 31 March 2025	As at 31 March 2024
Demands related to Income tax matters	15,565.27	-

31. Events after reporting date

There have been no events after the reporting date that require disclosure in the financial statements.

32. Segment information

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. Based on the consideration of

dominant sources and nature of risk & returns, the company is in business of investment in securities, trading of capital equipment, fee based activities and fund based activities. Most of the activities are revolving around these businesses. The geographical location of its main operations is domestic.

(ii) Fair value hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurements as a whole.

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: valuation techniques for which the lowest level inputs that has a significant effect on the fair value measurement are observable, either directly or indirectly.

Level 3: valuation techniques for which the lowest level input which has a significant effect on fair value measurement is not based on observable market data.

The following table provides the fair value measurement hierarchy of the Company''s assets and liabilities, other than those whose fair values are close approximations of their carrying values.

Valuation technique used to determine fair value:

(i) For cash and cash equivalents, trade receivables and other financial assets, borrowings, trade payables and other financial liabilities the management assessed that they approximate their carrying amounts largely due to the short-term maturities of these instruments.

(ii) The fair values of the company''s investments in quoted equity and debt instruments has been determined by multiplying the number of shares/ debentures held at the year end to the closing market value on recognised stock exchange.

(iii) The fair value of security deposits is determined using discounted cash flow analysis.

34. Financial risk management objectives and policies

The Company''s principal financial liabilities, comprise borrowings, trade payables, and creditors for expenses. The Company''s principal financial assets include investments, trade receivables, cash and short-term deposits that derive directly from its operations. The company also holds FVTPL investments in quoted equity and debt instruments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by the Board of Directors that advises on financial risks and the appropriate financial risk governance framework for the Company. The board provides assurance to the Company''s management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The management reviews and agrees policies for managing each of these risks, which are summarised below.

I. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include, deposits and FVTPL investments.

The sensitivity analyses of the above mentioned risk in the following sections relate to the position as At 31 March 2024 and 31 March 2025. The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.

The following assumptions have been made in calculating the sensitivity analyses:

- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held At 31 March 2025 and 31 March 2024.

A. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.__

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

B. Foreign currency sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the company''s operating activities (when revenue or expense is denominated in a foreign currency). Foreign currency risk sensitivity is the impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The company''s exposure to foreign currency changes is not material.

II. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions.

Credit risk from investments with banks and other financial institutions is managed by the Treasury functions in accordance with the management policies. Investments of surplus funds are only made with approved counterparties who meet the appropriate rating and/or other criteria, and are only made within approved limits. The management continually re-assess the Company''s policy and update as required. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty failure.

The maximum credit risk exposure relating to financial assets is represented by the carrying value as at the Balance Sheet date.

A. T rade and other receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit review and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. At the year end the Company does not have any significant concentrations of bad debt risk other than disclosed in Note 4.

An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 33. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.

B. Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties.

III. Liquidity risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts. The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments.

IV. Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry. The company is an Investment Company i.e. a financial institution

carrying on as its principal business the acquisition of securities and the management have assessed risk concentration as medium for the year 2024-25 due to 36% concentration of its assets in investment in IIFL Special Opportunities Fund - Series 8 - Class A6 (AIF Category II).

36. Capital Management

The objective of the Company''s capital management structure is to ensure that there remains sufficient liquidity within the Company to carry out committed work programme requirements. The Company monitors the long term cash flow requirements of the business in order to assess the requirement for changes to the capital structure to meet that objective and to maintain flexibility.

The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital, issue new shares for cash, repay debt, put in place new debt facilities or undertake other such restructuring activities as appropriate. No changes were made in the objectives, policies or processes during the year ended 31 March 2025.

36. Balance confirmation

Debit and credit balance of trade payables and trade receivables to the extent not confirmed are subject to confirmation and reconciliation with parties.

37. In the opinion of the Board of Directors and to the best of their knowledge and belief, the aggregate value of current assets on realisation in the ordinary course of business will not be less than the amount at which these are stated in the balance sheet.

38. Utilisation of Borrowed funds and share premium:

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or;

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

39. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

40. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

41. The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

42. The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

43. No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

44. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

45. The Company did not trade or invest in Crypto Currency or Virtual Currency during the year.

46. Details of Corporate Social Responsibility (CSR) expenditure:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act. The funds are utilized through the year on the activities which are specified in Schedule VII of the Companies Act, 2013.

48. There is one ongoing litigation continuing in the Bombay High Court w.r.t. WRIT filed by the Company against the cancellation of Leasehold rights of the company by MIDC on the land parcel situated at Plot no E-18 , 19, 29, and 30 in the Chikalthana Industrial Area, Aurrangabad, Maharashtra ad-measuring 76,483 sq. mtrs.

The High Court vide its interim order dated 4th September, 2024 to balance the equities permitted the MIDC to take over the symbolic possession of the WRIT property at 11.00 am on 05-09-2024. The Petitioner i.e. Company would not be entering into the said property without the leave of the Court. Also, MIDC would not proceed to allot any portion of the said Land to any entity even under a Conditional transfer, without the permission of the Court. The Physical possession would formally remain with the petitioner until the further Orders.

The Company is of the opinion that MIDC order of cancellation of Lease deed would be set aside by the High Court. Further, in opinion of the management even in case of an adverse order (remote possibility) MIDC will have to pay back the amount as per applicable rate which will exceed the book value of the asset.

In view of the above there will be no adverse impact on the financial statements of the company.

49. Change in Object clause in Memorandum of Association (MOA)

The Company has included two new objectives relating to manufacturing activities in the Main Object clause of its Memorandum of Association (MOA) and the same has been approved by the Board of Directors in their Board meeting held on 22nd August, 2024 and from the members of the Company by way of passing of Special Resolution dated 20th September, 2024 passed at 37th Annual General Meeting of the Company and subsequently the objects had been further approved by the Registrar of Companies by issuing certificate of Registration of the Special Resolution confirming alteration of Object Clause(s) dated 25.10.2024.

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Mar 31, 2024

2.2.9. Provisions and contingent liabilities

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. The Company also discloses present obligations for which a reliable estimate cannot be made. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

2.2.10. Foreign currency translation

The Company’s financial statements are presented in Indian Rupee, which is also the Company’s functional currency.

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are re-translated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

Exchange differences

All exchange differences are accounted in the Statement of Profit and Loss.

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Mar 31, 2015

1 OTHER INFORMATION

A. Figures have been rounded off to the nearest rupee and previous year figures have been regrouped/ rearranged wherever necessary.

B CHANGE IN FINANCIAL YEAR

The company was following financial year starting from 1st July to 30lh June.

As per Section 2 (41) of Companies Act, 2013 the financial year of a Company must end on 31at March of every year. The said section of the Companies Act, 2013 further provides that the existing company shall, within a period of two years from commencement of this provision, align its financial year as per the provisions of Section 2(41) of Companies Act, 2013.

In order to comply with above referred provisions of the Companies Act, 2013 your Company closed its financial year on March 31, 2015 by preparing the Financial Statements for a period of 9 months from July 01, 2014 to March 31, 2015."

C. Disclosure as per Accounting Standard-17 on "Segment Reporting"

(i) Segments have been identified in line with the Accounting Standard-17 on Segment Reporting.

(ii) Segment Revenue, Results and Capital Employed figures include the respective amounts identifiable to each of the segments. Unallowable expenditure includes expenses incurred at a corporate level which relate to the company as a whole.

D. Related Parties Disclosures are as under: -

I. Names of related party and nature of related party relationship

a) Subsidiary: Satlej Real Estate Pvt. Ltd., Sudama Technologies Private Limited and Satlej Infotech Private Limited(Subsidiary of Satiej Real Estate Pvt. Ltd.)

b) Key Management Personnel & their relatives (also exercising significant influence over the Company)

Mrs. Meera Goyal-Acted as Managing Director till 28.07.2014 and Director till. 14.08.2014, Spouse of Mr S.C.Goyal

Mr S.C.Goyal - Appointed as Managing Director w.e.f. 29.07.2014, Spouse of Mrs. Meera Goyal Enterprise in which the persons referred in (b) above along with their relative's exercises significant influence:

Goyal MG Gases Private Limited, Dhamwari Power Company Private Limited, Htbra Power Private Limited, Peacock Chemicals Private Limited, Morgan Infrastructures Developers Private Limited and Morgan Signature Towers Private Limited.

E. Contingent Liabilities:

The Company is In litigation relating to termination of Agreement to Sell with Golden Dreams Buildcon Private Limited for sale of a plot at Aurangabad, part of 5 units of Jhalani Tools India Ltd acquired through Court Auction.

Final Arguments have taken place and arbitrator has reserved the award.

The Directors are of the opinion that the Company can protect its interest successfully.

F. (i) Expenditure in Foreign Currency

(ii) Earnings in Foreign Exchange

(iii) CI F Value of Import

G. Additional information pursuant to the provisions of Companies Act, 2013 (to the extent applicable):

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Jun 30, 2014

Corporate Information Morgan Ventures Limited is a Public Limited company incorporated under the provisions of Companies Act, 1956. The Company is a Non - Banking Financial Company registered with Reserve Bank of India. Equity Shares of the Company is listed at Bombay Stock Exchange. The Company is also engaged in power generation from windmills.

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Jun 30, 2013

1. CORPORATE INFORMATION

Morgan Ventures Limited is a Public Limited company incorporated under the provisions of Companies Act, 1956. The Company is a Non - Banking Financial Company registered with Reserve Bank of India. Equity Shares of the Company is listed at Bombay Stock Exchange. The Company is also engaged in power generation from windmills.

A. Figures have been rounded off to the nearest rupee and previous year figures have been regrouped/ rearranged wherever necessary.

B. Share Allotment Money receivable from shareholders is subject to reconciliation with the share transfer agent.

C. Disclosure as per Accounting Standard-17 on "Segment Reporting"

(i) Segments have been identified in line with the Accounting Standard-17 on Segment Reporting.

(ii) Segment Revenue, Results. and Capital Employed figures include the respective amounts identifiable to each of the segments. Unallocable expenditure includes expenses incurred at a corporate level which relate to the company as a whole.

D. Related Parties Disclosures are as under: -

I. Names of related party and nature of related party relationship

a) Subsidiary: Satlej Real Estate Pvt. Ltd., Sudama Technologies Private Limited and Satlej Infotech Private Limited(Subsidiary of Satlej Real Estate Pvt. Ltd.)

b) Key Management Personnel & their relatives (also exercising significant influence over the Company)

Mrs. Meera Goyal, Managing Director

(Relative Mr. S. C. Goyal, Director of the Company)

Enterprise in which the persons referred in (b) above along with their relative''s exercises significant influence:

Goyal MG Gases Private Limited, Dhamwari Power Company Private Limited, Hibra Power Private Limited, Peacock Chemicals Private Limited, Morgan Infrastructures Developers Private Limited and Morgan Signature Towers Private Limited.

E. Contingent Liabilities:

The Company is in litigation relating to termination of Agreement to Sell with Goldendreams Buildcon Private Limited for sale of a plot at Aurangabad, part of 5 units of Jhalani Tools India Ltd acquired through Court Auction. The claim under dispute is for Specific Performance of agreement to sell and interest accrued. Golden dreams Buildcon Private Limited has also claimed compensation for alleged loss and damages suffered by them which has not been quantified by them. The Directors are of the opinion that the Company can protect its interest successfully. Contingent Assets are neither recognized nor disclosed in the Financial Statement.

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Jun 30, 2010

1. Figures have been rounded off to the nearest rupee and previous year figures have been regrouped/rearranged wherever necessary.

2. Share Allotment Money receivable from shareholders is subject to reconciliation with the share transfer agent.

3 . Related Parties Disclosures are as under:

1. Names of related party and nature of related party relationship

i) Subsidiary: Satlej Real Estate Pvt. Ltd., Satlej Infotech Private Limited and

Sudama Technologies Private Limited ii) Key Management Personnel & their relatives (also exercising significant Influence over the Company) Mrs. Meera Goyal, Managing Director (relative Mr. S. C. Goyal, Director of the Company) Enterprises in which the persons referred in (ii) above alongwith their relatives Exercise significant influence:

Goyal MG Gases Pvt. Ltd., Dhamwari Power Co. Pvt. Ltd., Hibra Power Pvt. Ltd.,

Peacock Chemicals Pvt. Ltd., Morgan Infrastructures Developers Pvt. Ltd. and Morgan Signature Towers Pvt. Ltd.

4. Other information pursuant to para 3, 4c & 4d of part II of Schedule VI of the Companies Act, 1956, either NIL or not applicable.

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Jun 30, 2009

1 Figures have been rounded off to the nearest rupee and previous year figures have been regrouped/rearranged wherever necessary.

2. Share Allotment Money receivable from shareholders is subject to reconciliation with the share transfer agent.

3. Related Parties Disclosures as required by Accounting Standard (AS 18) are as under: -

1. Names of the related parties with whom transactions have taken place during the year: - Key Management Personnel Mrs.Meera Goyal. Note: Related party relationship is as identified by the company and relied upon by the Auditors.

4. Additional information pursuant to the provisions of Part II of Schedule VI to the Companies Act, 1956 (to the extent applicable).