NEW DELHI (India CSR): Morgan Ventures Limited has unveiled its 38th Annual Report for the financial year ended March 31, 2025, revealing a period of substantial growth and strategic activity. The report, submitted to BSE Limited on May 26, 2025, outlines the company’s strong financial performance, driven primarily by its investment activities, and details key operational and governance matters, including significant related party transactions and an expansion of its potential business scope.
Table: Morgan Ventures Limited 38th Annual Report FY 2025:
| Key Facts | Details |
|---|---|
| Company | Morgan Ventures Limited |
| Report | 38th Annual Report for FY ended March 31, 2025 |
| Date Submitted to BSE | May 26, 2025 |
| Total Income (FY 2025) | Rs 467.03 crore (103% growth vs Rs 230.07 crore in FY 2024) |
| Profit Before Tax (PBT) | Rs 330.81 crore (138% growth vs Rs 138.68 crore FY 2024) |
| Profit After Tax (PAT) | Rs 256.18 crore (158% growth vs Rs 99.45 crore FY 2024) |
| Earnings Per Share (EPS) | Rs 25.88 (Basic and Diluted) vs Rs 10.05 in FY 2024 |
| Dividend | No dividend recommended; funds conserved for business needs |
| Main Revenue Source | Investment activities: Rs 453.11 crore |
| Revenue Breakdown | Net gain on financial instruments: Rs 359.59 crore; Interest income: Rs 89.71 crore; Dividend income: Rs 6.88 lakh; Other income: Rs 31.19 lakh |
| Investments Value | Rs 2,548.45 crore (up from Rs 2,096.90 crore FY 2024) |
| Total Assets | Rs 2,777.45 crore (up from Rs 2,291.11 crore FY 2024) |
| Total Liabilities | Rs 1,738.10 crore (up from Rs 1,569.90 crore FY 2024) |
| Borrowings | Rs 1,711.04 crore (increase from Rs 1,559.83 crore FY 2024) |
| Material Related Party Transactions | Proposals seeking shareholder approval for loans/advances up to Rs 200 crore with Morgan Securities & Credits Pvt Ltd and Peacock Chemicals Pvt Ltd; Ratification sought for Rs 27.23 crore advances with Goyal MG Gases Pvt Ltd |
| Business Scope Change | Added manufacturing objectives in Memorandum of Association (approved 2024); no operations yet |
| Litigation | Ongoing leasehold land dispute in Bombay High Court; land value Rs 20.02 crore |
| Auditor’s Opinion | Unmodified opinion with emphasis on leasehold land, related party transactions, and fair valuation of investments |
| Corporate Governance | Compliance with SEBI Listing Regulations; Active Board and committee reviews |
| CSR Obligations (FY 2025) | Rs 22.02 lakh (2% of average net profit); Rs 14.69 lakh spent; remaining funds transferred to Unspent CSR Account |
| NBFC Activities | Treasury operations non-functional; active investment and fund-based activities |
| Outlook | Plans to expand NBFC activities and strategic investments; recognizes regulatory and competition challenges but optimistic on growth opportunities |
ALSO READ | Morgan Ventures Invests Rs 14.69 Lakhs in CSR Initiatives for FY 2025
Financial Highlights: A Year of Remarkable Growth
The financial results for the year ended March 31, 2025, demonstrate a significant uplift compared to the previous fiscal year. Morgan Ventures Limited reported a total income of Rs 467.03 crore for FY 2025, a substantial increase from Rs 230.07 crore in FY 2024. This represents a year-over-year growth of approximately 103% in total income.
This robust top-line growth translated directly into enhanced profitability. The company posted a Profit Before Tax (PBT) of Rs 330.81 crore for FY 2025, compared to Rs 138.68 crore in the previous year. This marks an impressive increase of approximately 138%.
After accounting for tax expenses, the Profit After Tax (PAT) for the year stood at Rs 256.18 crore, significantly higher than the Rs 99.45 crore recorded in FY 2024. The PAT grew by approximately 158% year-over-year. Total Comprehensive Income for the year, net of tax, also matched the PAT figure at Rs 256.18 crore, up from Rs 99.45 crore in the prior year.
The company’s performance in FY 2025 resulted in Earnings Per Equity Share (EPS) increasing to Rs 25.88 (Basic and Diluted), compared to Rs 10.05 in FY 2024.
Despite the strong profit performance, the directors expressed their inability to recommend a dividend for the year, citing a view to conserve resources to meet the company’s fund requirements. No amount was transferred to general reserves during the year.
Revenue Streams and Business Activities
The primary driver of the company’s revenue in FY 2025 was its investment activities. Revenue from Operations totaled Rs 453.11 crore. This figure is primarily composed of Net gain on fair value change on financial instruments (Rs 359.59 crore), Interest income (Rs 89.71 crore), Dividend income (Rs 687.81 thousand), and Other operating income (Rs 31.19 lakh).
The Net gain on fair value change on financial instruments component saw a substantial increase, rising from Rs 160.53 crore in FY 2024 to Rs 359.59 crore in FY 2025. This gain is broken down into Realised gains of Rs 110.02 crore and Unrealised gains of Rs 249.58 crore in FY 2025, compared to Realised gains of Rs 17.85 crore and Unrealised gains of Rs 142.67 crore in FY 2024.
Interest income also saw growth, from Rs 33.63 crore in FY 2024 to Rs 89.71 crore in FY 2025. Dividend income increased from Rs 1.64 lakh to Rs 6.88 lakh. Other operating income, which included compensatory compensation, decreased significantly from Rs 3.57 crore in FY 2024 to Rs 31.19 lakh in FY 2025.
Beyond operational revenue, the company recorded Other Income of Rs 1.39 crore in FY 2025, primarily due to a gain on the sale of property, plant and equipment. There was no Other Income in FY 2024.
The Management Discussion & Analysis Report highlights the company’s business activities as a Non-Banking Financial Company (NBFC) involved in treasury operations, investment activities, and fund-based activities. While treasury operations remained non-functional during the year, investment activities were functional. The company actively explored and made investments in new opportunities, expecting good returns in the future. These investments included Equity Investments, Alternative Investment Funds (AIFs), and Other Investments Avenues. The company utilized both its own resources and loan funds for investments in equity instruments, units of AIF category II, units of AIF category III, and Onshore Funds.
Segment reporting indicates that Investments were the dominant segment in terms of revenue, contributing Rs 453.11 crore in FY 2025, compared to Rs 230.07 crore in FY 2024. Other unallocable corporate assets contributed to capital employed (Rs 5.95 crore in FY 2025 vs. Rs 27.71 lakh in FY 2024). Fund Based Activities showed a segment result loss of Rs 31.89 lakh in FY 2025, compared to a loss of Rs 41.54 lakh in FY 2024.
Total expenses saw an increase to Rs 13.62 crore in FY 2025 from Rs 9.14 crore in FY 2024. The largest component of expenses was Finance costs, which grew significantly from Rs 8.72 crore in FY 2024 to Rs 12.30 crore in FY 2025. Other expenses, which include administrative, legal, professional, and CSR costs, also increased substantially from Rs 24.53 lakh to Rs 1.20 crore. Employee benefits expense decreased slightly from Rs 17.02 lakh to Rs 12.57 lakh.
Key Balance Sheet Changes
The company’s balance sheet reflects the increased investment activity and associated financing. Total Assets increased from Rs 2,291.11 crore as at March 31, 2024, to Rs 2,777.45 crore as at March 31, 2025. Investments saw a significant rise from Rs 2,096.90 crore to Rs 2,548.45 crore.
Correspondingly, total Liabilities increased from Rs 1,569.90 crore to Rs 1,738.10 crore. Borrowings (Other than Debt Securities) increased from Rs 1,559.83 crore to Rs 1,711.04 crore. These borrowings include secured short-term loans from NBFCs (secured by pledged units of AIFs and other investments), unsecured overdraft facilities from NBFCs, and unsecured demand loans from related parties.
A notable change in asset classification occurred during the year: Leasehold land amounting to Rs 18.39 crore was transferred from Inventory to Property, Plant and Equipment. This reflects a change in the intended business use of this asset.
Material Related Party Transactions
The Annual Report’s Notice of the 38th Annual General Meeting details several material related party transactions requiring shareholder approval. Due to amendments in SEBI Listing Regulations, transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements require prior member approval, even if in the ordinary course of business and at arm’s length.
The company is seeking approval for proposed material related party transactions with:
- Morgan Securities & Credits Private Limited: For loans and advances (given/availed), availing and rendering of services, and investments. These transactions are proposed for FY 2025-26, with a maximum amount of Rs 200 Crores for which approval is sought. This proposed transaction value is stated to represent 429% of the company’s annual turnover for FY 2024-25. The rationale is that this is a group company under the significant influence of Key Managerial Personnel, and transactions are desired in the ordinary course of business and on an arm’s length basis.
- Peacock Chemicals Private Limited: For similar nature of transactions as with Morgan Securities & Credits Private Limited. These are also proposed for FY 2025-26, with a maximum amount of Rs 200 Crores for which approval is sought. This represents 429% of the company’s annual turnover for FY 2024-25. This is also noted as a group company under the significant influence of Key Managerial Personnel, with transactions desired in the ordinary course of business and on an arm’s length basis.
- Goyal MG Gases Private Limited: The company is seeking ratification for material related party transactions involving business advances entered into during the financial year 2024-2025. Omnibus approval of ₹30 Crores was granted by the Audit Committee and Board for availing business advances. The actual transaction carried out until the reporting date for FY 2024-25 was ₹27.23 Crores. This transaction value represented approximately 131% of the company’s annual turnover for FY 2023-24. Goyal MG Gases Private Limited is also a group company under the significant influence of Key Managerial Personnel.
The Audit Committee and Board recommended these resolutions, emphasizing that the transactions are in the ordinary course of business and on an arm’s length basis. The resolutions require related parties to abstain from voting.
Changes in Business Scope
Adding a forward-looking element, the company successfully completed the process to include two new objectives relating to manufacturing activities in its Main Object clause of the Memorandum of Association. This change was approved by the Board, members via a Special Resolution, and subsequently registered by the Registrar of Companies in August and October 2024. While the company has not yet started any business operations under these new objects, it notes that it would seek prior approval from the RBI if it commences such activities.
Ongoing Litigation
The Directors’ Report discloses one ongoing litigation in the Bombay High Court concerning the cancellation of leasehold rights by MIDC on a land parcel in Aurangabad, Maharashtra. The land, measuring 76,483 sq. mtrs., is recorded as a Fixed Asset with a value of ₹20.02 crore. The High Court issued an interim order allowing MIDC symbolic possession but maintaining physical possession with the company until further orders. MIDC is also restrained from allotting the land without court permission. Management is confident the cancellation order will be set aside and believes there will be no adverse impact on financial statements.
Auditor’s Observations and Governance
The Statutory Auditors, D H A & Co., provided an unmodified opinion on the financial statements, subject to emphasis of matter paragraphs. These emphasis points highlighted:
- The legal matter regarding the leasehold land.
- The material related party transaction exceeding 10% of turnover that required prior shareholder approval, which had not been obtained as of the financial year-end (referencing the Goyal MG Gases Private Limited transaction likely, although the note itself doesn’t name the party, the context from the Notice does).
- The change in the Main Object Clause to include manufacturing activities, noting that management views RBI approval as not required since business activities under the new objects haven’t commenced.
The auditors also noted, as a key audit matter, the Fair Valuation of Investments held at Fair Value Through Profit or Loss (FVTPL), totaling Rs 2,548.45 crore (fair value) and Rs 1,985.52 crore (cost price) as at March 31, 2025.
The Corporate Governance report details the composition of the Board and its committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. The company affirms compliance with the SEBI Listing Regulations regarding corporate governance. A separate meeting of Independent Directors was held during the year to review performance of the Board and management.
Morgan Ventures Limited also confirmed its compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Secretarial Auditor’s report for FY 2024-25 found no qualifications, reservations, disclaimers, or adverse remarks.
Corporate Social Responsibility (CSR)
As the company’s net profit exceeded the Rs 5 crore threshold, Corporate Social Responsibility (CSR) provisions became applicable. A CSR Committee was constituted, formulated a policy, and identified projects under Schedule VII of the Companies Act, 2013. The committee includes Mr. Kuldeep Kumar Dhar (Chairman), Yogesh Kumar Gupta, and Madhu.
The total CSR obligation for FY 2025 was Rs 22.02 lakh, calculated as 2% of the average net profit of the preceding three financial years (Rs 11.01 crore). The amount spent during the year was Rs 14.69 lakh. The amount unspent (Rs 22.02 lakh) was transferred to the Unspent CSR Account by April 2025. The company committed to spend the remaining amount during the current year.
Outlook
The Management Discussion & Analysis Report acknowledges the significant growth of the NBFC sector in India, driven by factors such as a rising middle class, enhanced financial inclusion, and positive policy interventions. The company plans to continue seeking opportunities in NBFC activities and sees strategic advantage in identifying prospective unlisted companies for strategic investments. The management also proposed increasing borrowing powers to expand investments. While challenges like increased competition, evolving regulations, and cyber security risks are recognized, the report emphasizes opportunities arising from strategic partnerships and catering to un-banked segments and MSMEs.
Overall, the financial year 2025 marked a period of strong performance for Morgan Ventures Limited, characterized by significant profit growth fueled by its investment strategy, alongside notable developments in governance, related party engagements, and potential future business avenues.
