Mangalam Worldwide received return letters from the National Stock Exchange of India Limited on September 17, 2026, regarding two key corporate actions. The exchange rejected the company’s applications for warrant conversion and a draft scheme of amalgamation due to unresolved compliance requirements.

The rejections stem from Regulation 280(2) of the SEBI (ICDR) Regulations, 2018. Both transactions would have pushed the company’s post-issue paid-up capital above ₹25 crore, triggering a mandatory migration to the main board. The NSE had previously sought clarifications between February 26, 2024, and October 31, 2024, but found the responses unsatisfactory.

Regulatory Context

A significant regulatory shift occurred on March 8, 2025, when SEBI amended the ICDR regulations. This amendment provides relief to SME companies whose paid-up capital exceeds ₹25 crore, allowing them to remain on the SME platform provided they comply with main board listing obligations.

However, this relief is not retrospective. Because Mangalam Worldwide filed both applications before the March 8, 2025, effective date, the exchange could not apply the new exemption. Consequently, the company must file fresh applications to proceed with these corporate actions.

Transaction Details

The two affected applications involve distinct capital structure changes:

Both applications were processed under the assumption that main board migration was required. The NSE cited specific requirement letters dated April 10, 2024, for the amalgamation scheme and multiple communications for the warrant conversion.

What the Numbers Show

The core issue is not financial performance but regulatory timing. The ₹25 crore paid-up capital threshold acts as a hard gate for SME listings. By filing prior to the March 2025 amendment, Mangalam Worldwide locked itself into the older regulatory framework. This creates a procedural delay rather than a fundamental blockage, as the company can now file fresh applications under the current rules, potentially leveraging the new exemption if it meets the compliance undertakings.

Mangalam Worldwide Limited issued a postal ballot notice on September 7, 2026, seeking shareholder approval for the appointment of Keyoor Madhusudan Bakshi as an independent director and the enhancement of remuneration for Mrs. Rashmi Mangal.

The board approved the draft notice during its meeting on September 3, 2026. The resolutions require shareholder assent via remote e-voting, with the voting window open from September 9, 2026, to October 8, 2026.

Director Appointment

Mr. Keyoor Madhusudan Bakshi (DIN: 00133588) was appointed as an additional non-executive, independent director effective September 3, 2026. The Nomination and Remuneration Committee recommended the appointment for a consecutive period of five years, subject to shareholder approval.

Mr. Bakshi brings over 46 years of experience in corporate laws, finance, and governance. He is a Fellow Member of the Institute of Company Secretaries of India (ICSI) and holds B.Com. and LL.B. degrees. His expertise covers corporate compliance, secretarial audit, mergers and acquisitions, insolvency resolution, and representation before regulatory bodies including SEBI and NCLT.

He previously served as President of ICSI in 2008 and President of the International Federation of Company Secretaries. His prior board roles include positions at Gokul Agro Resources Limited, Infibeam Avenues Limited, and Tudor India Limited.

Remuneration Approval

The second resolution seeks approval for the payment of remuneration to Mrs. Rashmi Mangal, who holds an office or place of profit in the company as a Member of the Advisory Board. Mrs. Mangal is the spouse of Chairman Mr. Vipin Prakash Mangal and mother of Managing Director Mr. Chandragupt Mangal and Non-Executive Director Mr. Chanakya Prakash Mangal.

The proposed enhancement raises the prescribed limit of remuneration payable to Mrs. Mangal to not exceeding ₹10,00,000 per month, effective October 15, 2026. Her last drawn remuneration was ₹2,50,000 per month. The increase requires shareholder approval under Section 188(1)(f) of the Companies Act, 2013, as the monthly remuneration exceeds the stipulated limit.

Postal Ballot Process

The company engaged MUFG Intime India Private Limited to provide the remote e-voting facility via its InstaVOTE platform. Members holding shares as on the cut-off date of September 4, 2026, are eligible to vote.

M/s. Manoj Hurkat & Associates, Practicing Company Secretary, has been appointed as the Scrutinizer to ensure a fair and transparent ballot process. The results of the e-voting will be announced within two working days from the conclusion of the e-voting period, on or before October 10, 2026.

The process uses an e-voting facility in accordance with Section 110 of the Companies Act, 2013. Physical copies of the notice and forms are not being sent; communication is electronic only.