Morarka Finance Limited

Key Quantitative Figures

  • FY26 Financial Performance: Profit before tax ₹166.42 lakhs (FY25: ₹317.00 lakhs); Profit after tax ₹143.04 lakhs (FY25: ₹279.84 lakhs)
  • Dividend Recommended: Final dividend of ₹1.50 per equity share (15%) totaling ₹67.53 lakhs
  • Reserve Transfer: ₹28.61 lakhs transferred to Reserve Fund under Section 45-IC of RBI Act
  • Share Capital: Authorized capital ₹630 lakhs (48 lakh equity shares of ₹10 each + 1.5 lakh preference shares of ₹100 each); Paid-up equity capital ₹450.21 lakhs (45.02 lakh shares)
  • Investments: Total investments ₹11,571.10 lakhs, primarily in equity instruments and mutual funds
  • Cash and Cash Equivalents: ₹11.78 lakhs as of March 31, 2026

Dates of Action

  • AGM Date: Wednesday, July 15, 2026 at 12:00 noon IST through VC/OAVM
  • Record Date: Wednesday, July 8, 2026 for dividend entitlement
  • Book Closure: July 9, 2026 to July 15, 2026 (both days inclusive)
  • E-voting Period: July 12, 2026 (9:00 AM) to July 14, 2026 (5:00 PM)
  • Document Submission Deadline: July 8, 2026 by 5:00 PM for TDS documents

Parties Involved

  • Registrar & Transfer Agent: MUFG Intime India Private Limited
  • Statutory Auditors: M/s Jayesh Dadia & Associates LLP
  • Secretarial Auditors: M/s VKM & Associates
  • Related Party: Dwarikesh Sugar Industries Limited (for management consultancy services)
  • Bankers: ICICI Bank Ltd

Business Items for AGM

Ordinary Business:

1. Adoption of audited financial statements for FY ended March 31, 2026

2. Declaration of dividend on equity shares

3. Re-appointment of Ms. Priyanka G. Morarka (DIN: 00001088) who retires by rotation

Special Business:

4. Appointment of Mr. Pranay G. Morarka (DIN: 03272263) as Managing Director for 5 years from April 24, 2026 to April 23, 2031 (Ordinary Resolution)

5. Fixing remuneration of Mr. Pranay G. Morarka as Managing Director (Special Resolution)

6. Approval for related party transaction - providing management consultancy services to Dwarikesh Sugar Industries Limited at monthly charges of ₹3,25,000 plus GST until March 31, 2027 (Ordinary Resolution)

Financial and Operational Impact

  • Dividend Impact: Total outflow of ₹67.53 lakhs if approved
  • MD Appointment: Remuneration includes salary ₹1.25-1.50 lakhs per month plus perquisites; minimum remuneration payable even in case of inadequate profits
  • Related Party Transaction: Expected revenue of ₹39 lakhs annually from Dwarikesh Sugar Industries Limited
  • Capital Structure: No change during year; no dilution expected
  • Cash Flow Implications: Dividend payment will result in cash outflow; consultancy services will provide steady revenue stream

Changes in Management

  • Appointments: Mr. Pranay G. Morarka promoted from CEO to Managing Director (effective April 24, 2026, subject to shareholder approval)
  • Resignations: Ms. K. Savitha Rao ceased as Non-Executive Director from April 13, 2026 due to personal commitments
  • Key Managerial Personnel: Shri Pranay G. Morarka (CEO), Shri Premchand P. Singh (CFO), Mrs. Divya S. Agarwal (Company Secretary & Compliance Officer)

Regulatory Status

  • RBI Registration: Company converted from NBFC-Type II to NBFC-Type I registration, approved August 21, 2025, fresh CoR issued September 22, 2025
  • Listing: Equity shares listed on BSE Limited
  • Compliance: No material adverse remarks from auditors; no significant regulatory non-compliance reported

Corporate Governance

  • Board Composition: 6 directors with majority being independent directors
  • Meetings Held: 4 Board meetings, 4 Audit Committee meetings, 4 Stakeholders Relationship Committee meetings during FY26
  • Performance Evaluation: Conducted for Board, its committees and individual directors
  • Whistleblower Mechanism: No complaints received during the year

Shareholding Pattern

  • Promoter Holding: Approximately 66.78% including Dwarikesh Trading Company Ltd (49.08%), Pranay G. Morarka (11.24%), G.R. Morarka (3.72%), Smriti G. Morarka (2.74%)
  • Public Holding: 25.21%
  • IEPF: 4.44% shares transferred to Investor Education and Protection Fund
  • Dematerialization: 99.049% shares in demat form

Dividend Taxation Details

Detailed TDS provisions explained for both resident and non-resident shareholders under Income Tax Act, 2025:

  • Resident shareholders: 10% TDS (20% if PAN not available/inoperative); nil if dividend below ₹10,000
  • Non-resident shareholders: 20% plus applicable surcharge and cess, or lower treaty rate
  • Document submission deadline: July 8, 2026 by 5:00 PM

E-voting and AGM Participation

  • Remote e-voting: Through CDSL/NSDL systems for demat shareholders; through CDSL for physical shareholders
  • AGM Attendance: Through VC/OAVM facility; first 1000 members on first-come basis with exceptions for large shareholders, promoters, directors
  • Voting Restrictions: Members who vote remotely cannot vote again at AGM