Ordinary Business

1. Adoption of Financial Statements

To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY 2025-26 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY 2025-26 with Report of Auditors

2. Dividend Declaration

To declare a final dividend of ₹0.30 (Thirty Paisa only) per equity share of face value ₹10 each for FY 2025-26.

Note: In the event that the sub-division (stock split) of equity shares from face value ₹10 to ₹1 is completed before dividend payment, the dividend shall be paid on sub-divided shares such that aggregate dividend entitlement remains unchanged.

3. Director Reappointment

To appoint Mr. Mohit Kailash Agrawal (DIN: 09696637) who retires by rotation and offers himself for re-appointment.

4. Statutory Auditor Appointment

To appoint M/s. N.K. Aswani & Co., Chartered Accountants, Ahmedabad (FRN: 100738W) as statutory auditor for a term of five years from conclusion of 30th AGM till conclusion of 35th AGM in 2031.

Remuneration: To be mutually agreed by Board plus reimbursement of actual out-of-pocket expenses.

Special Business

5. Independent Director Reappointment

To reappoint Ms. Pritu Gupta (DIN: 07983510) as Independent Director for a second term of five consecutive years from February 21, 2027 to February 20, 2032.

6. Borrowing Limits Increase

To increase overall borrowing limits under Section 180(1)(c) from ₹1,000 Crores to ₹2,500 Crores (superseding earlier resolution).

7. Security Creation Limits

To increase limits under Section 180(1)(a) for creating charge/mortgage/pledge/hypothecation/security on company assets up to ₹2,500 Crores (superseding earlier resolution).

8. Debt Conversion Approval

To approve conversion of outstanding secured/unsecured loans/debt into equity shares up to aggregate amount of ₹2,500 Crores under Section 62(3).

9. Loans/Investments/Guarantees

To enhance limit under Section 186 for making loans/investments and giving guarantees/providing security up to ₹2,500 Crores.

10. Section 185 Approval

To approve giving loans/guarantees/security under Section 185 to subsidiaries/associates/joint ventures/group entities up to ₹2,500 Crores.

11. Cost Auditor Remuneration

To ratify remuneration of ₹30,000 plus applicable taxes and out-of-pocket expenses to M/s. V.M. Patel & Associates, Cost Accountants, Surat (FRN: 101519) for FY 2026-27.

Key Dates and Procedures

Record Date (Cut-off Date): Thursday, July 23, 2026

Remote E-voting Period: Monday, July 27, 2026 (9:00 AM IST) to Wednesday, July 29, 2026 (5:00 PM IST)

Dividend Payment Date: On or before August 29, 2026 (if declared)

E-voting Scrutinizer: Mr. Manoj Hurkat (FCS: 4287), Partner, M/s Manoj Hurkat & Associates

RTA: MUFG Intime India Private Limited

Dividend Details

  • Final dividend: ₹0.30 per equity share of face value ₹10
  • Dividend will be taxable in hands of shareholders with TDS deduction as per Income Tax Act, 1961
  • Unpaid dividends after seven years will be transferred to Investor Education and Protection Fund

Shareholder Information

  • No physical attendance permitted - only VC/OAVM participation
  • No proxy facility available for this VC/OAVM meeting
  • All documents available for electronic inspection by members
  • Members must register email address for electronic communication
  • Institutional shareholders must send authorisation documents to cs@mangalamworldwide.com

Explanatory Statements

Detailed explanatory statements are provided for all special business items (Items 5-11) including rationale, financial implications, and director interests.

Director Information

Ms. Pritu Gupta: Independent Director, 53 years, M.A. (Political Science), holds 27,600 equity shares

Mr. Mohit Kailash Agrawal: Whole Time Director and CFO, 49 years, FCA, holds 10,800 equity shares, remuneration ₹2.25 lakhs per month

Auditor Information

New Statutory Auditor: M/s. N.K. Aswani & Co., Chartered Accountants (FRN: 100738W)

Remuneration: Up to ₹20 lakhs for FY 2026-27 (excluding taxes and expenses)

Previous Auditor: M/s. Keyur Shah & Co., Chartered Accountants (FRN: 141173W)

Financial Limits

All special resolutions seek approval for financial limits up to ₹2,500 Crores for:

  • Borrowings
  • Security creation
  • Debt conversion
  • Loans/investments/guarantees
  • Inter-corporate loans

Compliance Information

  • Company complies with all MCA and SEBI circulars for virtual AGMs
  • Annual Report sent electronically to all members with registered email addresses
  • Notice available on company website: www.mangalamworldwide.com
  • ODR Portal available for investor dispute resolution: https://smartodr.in/login