Mangalam Industrial Finance Limited has announced a postal ballot notice dated February 13, 2026, seeking shareholder approval for revising material related party transaction limits with three Wardwizard group entities. The company proposes to increase the aggregate transaction limits from ₹15 crore to ₹30 crore each for Financial Year 2025-26.

Postal Ballot Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, with all voting conducted exclusively through electronic means. The cut-off date for determining eligible shareholders was set as Friday, February 13, 2026.

The company has engaged National Securities Depository Limited (NSDL) to provide the remote e-voting facility. Mr. Kamal A Lalani, Practicing Company Secretary (Membership No. ACS 37774 and COP No. 25395), has been appointed as the Scrutinizer for the postal ballot process.

Proposed Related Party Transactions

The postal ballot seeks approval for three separate resolutions to increase material related party transaction limits with Wardwizard group entities:

Item 1: Wardwizard Solutions India Private Limited

The company proposes to increase the transaction limit from ₹15 crore to ₹30 crore for various transactions including loans and advances, availing of services, and rent. The proposed transactions for FY 2025-26 include:

Item 2: Wardwizard Medicare Private Limited

For Wardwizard Medicare Private Limited, the enhanced limit encompasses loans and advances, with proposed transactions including:

Item 3: Wardwizard Foods & Beverages Limited

The third resolution covers transactions with Wardwizard Foods & Beverages Limited, including loans, advances, and rent:

Regulatory Compliance and Governance

The proposed transactions comply with Section 188 of the Companies Act, 2013, and Regulation 23 of the SEBI Listing Regulations. The Audit Committee reviewed and approved these transactions on February 13, 2026, based on certificates from the Managing Director and Chief Financial Officer confirming the transactions are in the company's interest.

All proposed transactions will be conducted in the ordinary course of business and on an arm's length basis. The company has provided comprehensive disclosures in accordance with Industry Standards on Related Party Transactions, as mandated by SEBI circulars.

Financial Context and Rationale

The proposed transaction values represent 842.79% of the company's annual consolidated turnover for the immediately preceding financial year. As an NBFC, Mangalam Industrial Finance works closely with related parties, including promoters and associates, to achieve business objectives and support expanding operations.

The enhanced limits will enable the company to provide financial assistance through internal accruals, own funds, or funds raised through equity shares and debt instruments. Interest rates will be charged at 12% on an unsecured, repayable-on-demand basis.

Shareholder Participation

Eligible shareholders as of the cut-off date can participate in the e-voting process using their demat account credentials or EVEN number for physical shareholdings. The postal ballot notice has been dispatched electronically to registered email addresses with depositories and the company's Registrar and Transfer Agent, Purva Share Registry (India) Private Limited.

Related parties, including promoters and Wardwizard entities, are restricted from voting on these resolutions as per SEBI Listing Regulations. The Board recommends all three resolutions for shareholder approval.

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Mangalam industrial finance Limited has successfully concluded its board meeting held on February 13, 2026, approving the company's Q3FY26 unaudited standalone financial results for the third quarter and nine months ended December 31, 2025. The meeting, which commenced at 19:00 P.M. (IST) and concluded at 20:15 P.M. (IST), addressed the quarterly results approval under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance Overview

The company reported mixed financial performance for Q3FY26, with total income significantly boosting due to other income components despite a decline in operational revenue.

The company's revenue from operations decreased to ₹80.392 lakhs compared to ₹94.257 lakhs in the corresponding quarter of the previous year. However, substantial other income of ₹464.861 lakhs drove total income to ₹545.253 lakhs. The significant other income was offset by business referral commission expenses of ₹464.490 lakhs.

Nine Months Performance Analysis

For the nine months ended December 31, 2025, the company demonstrated stronger overall performance with improved profitability metrics.

Rights Issue and Capital Structure

The company completed a significant rights issue during the quarter, allotting 45,34,86,428 fully paid-up equity shares at ₹1 per share in the ratio of 1:2 to eligible shareholders on December 1, 2025. This increased the paid-up equity share capital substantially.

Auditor's Observations

The statutory auditors, Mahesh Udhwani & Associates, issued a limited review report highlighting a specific matter regarding related party lending. The auditors noted that the company sanctioned and disbursed an additional loan of ₹11.44 crore to a related party despite past instances of delays in servicing equated monthly instalments (EMIs) on earlier facilities. However, the auditors confirmed that appropriate credit risk assessment and due diligence were conducted, and overdue EMIs relating to earlier borrowings had been regularized subsequently.

Regulatory Compliance

The financial results have been prepared in accordance with Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013, and comply with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results are available on the company's website at www.miflindia.com and BSE Limited's website.