Wardwizard Solutions India Private Limited has disclosed the sale of 39,61,817 equity shares in Mangalam Industrial Finance Limited on February 27, 2026. The transaction was conducted through open market sale and disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Official Regulatory Disclosure

The disclosure was formally communicated to BSE Limited on March 5, 2026, by Mangalam Industrial Finance Limited's Managing Director Venkata Ramana Revuru. The company filed the required documentation including Annexure-2 format as mandated by SEBI regulations for substantial shareholding changes.

Shareholding Pattern Changes

The transaction resulted in a reduction of Wardwizard Solutions' stake in Mangalam Industrial Finance Limited. The detailed shareholding pattern shows the impact on both individual and combined holdings with Person Acting in Concert Mr. Yatin Sanjay Gupte.

Company Structure and Compliance

Mangalam Industrial Finance Limited is listed on BSE Limited with scrip code 537800. The company's equity share capital remains unchanged at Rs. 96,16,43,500 divided into 96,16,43,500 equity shares of Re. 1 each. The disclosure was signed by Director Yatin Sanjay Gupte (DIN: 07261150) on behalf of Wardwizard Solutions.

Regulatory Framework

The disclosure fulfills the requirements under SEBI regulations for substantial acquisition and takeover norms. Wardwizard Solutions, along with Person Acting in Concert Mr. Yatin Sanjay Gupte, belongs to the promoter group of the target company. The transaction maintains compliance with regulatory disclosure requirements for shareholding changes, with formal documentation submitted to both BSE Limited and the company's board of directors.

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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