Mangalam Worldwide Limited

APEXA Digitally signed by APEXA AJAYKUMAR AJAYKUMA PANCHAL Date: 2025.07.16 R PANCHAL 11:59:48 +05'30'

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CIN: L27100GJ1995PLC028381

Registered Office: 102, Mangalam Corporate House, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad – 380 009, Gujarat, India.

Telephone: +91 79 6161 5000; Website: www.mangalamworldwide.com; Email: [email protected]

POSTAL BALLOT NOTICE [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 (‘the Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘the Rules’), (including any statutory modification or re‐enactment(s) thereof for the time being in force) and in terms of the circulars issued by the Ministry of Corporate Affairs, Government of India (the ‘MCA’) vide its General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No. 17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2020 and General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020, General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 20/2021 dated 8[th] December, 2021, General Circular No. 3/2022 dated 5[th] May, 2022 and General Circular No. 11/2022 dated 28[th] December, 2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 issued by the MCA and pursuant to applicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or reenactment thereof for the time being in force as well as relevant SEBI Circulars. This Postal Ballot Notice is for seeking the approval of the Members of the Company by way of Special Resolution (with requisite majority) for the business set out hereunder through Postal Ballot (through Remote E‐voting) by the members of “Mangalam Worldwide Limited” (“The Company”).

Proposed resolution, along with explanatory statement pertaining to the said resolution, pursuant to Sections 110 and 102(1) of the Companies Act, 2013 read with applicable Listing Regulations, setting out the information and material facts, are appended herewith for your consideration.

As permitted under the MCA circulars, the Company is sending the Notice in electronic form only. Hence, the Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre‐paid business reply envelope (BRE) will not be sent to the members for this postal Ballot and members are required to communicate their assent or dissent through the remote e‐voting facility only. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed there under and the MCA Circulars, the Company has extended only the remote E‐Voting facility for its members, to enable them to cast their votes electronically through remote e‐voting instead of submitting the Postal Ballot Form in physical mode. The Instructions for remote e‐voting are appended to this Notice. The members can vote on the resolutions through remote e‐voting facility. Assent (FOR) or dissent (AGAINST) of the members on the resolutions mentioned in the Notice would only be taken through the Remote E‐voting system as per the MCA and SEBI circulars.

The Company has engaged the services of MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (‘MIIPL’ or ‘e‐voting agency’) to provide e‐voting facility to the Members of the Company through its InstaVOTE Platform. Shareholders/Members are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e‐voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting their votes through InstaVOTE Platform of MIIPL.

The e‐voting facility is available at the link: https://instavote.linkintime.co.in/ from Wednesday, 16[th] July, 2025 (09:00 A.M.) and will end on Thursday, 14[th] August, 2025 (05:00 P.M.) (total duration of 30 days). Please refer to the instructions for casting votes through e‐voting given in this Notice and the manner in which e‐voting has to be carried out. Only members entitled to vote (Refer to Point 7 of the Notes attached with this notice) are entitled to vote through the e‐voting facility provided by the Company through InstaVOTE Platform of MIIPL.

The Board of Directors of the Company has appointed PCS Manoj Hurkat, Partner, M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, as Scrutinizer for conducting the postal ballot (through remote e‐ voting) process in a fair and transparent manner.

The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e‐voting i.e. Thursday, 14[th] August, 2025.

The resolution for the purpose as stated herein below are proposed to be passed by Postal Ballot (only through Remote E‐voting).

The scrutinizer will submit the report to the Chairman or any of the authorized person/official of the Company, after completion of scrutiny of votes recorded through e‐voting. The results of e‐voting will be announced within 2 working days from conclusion of e‐voting period at the Registered Office of the Company and the same will be disseminated in the specified manner including by placing the same on the Company’s website ‐ www.mangalamworldwide.com and also communicated, simultaneously, to the NSE and MUFG Intime India Private Limited, e‐voting agency for disseminating the same on their respective websites

Place : Ahmedabad Date : 12[th] July, 2025

By order of the Board For, Mangalam Worldwide Limited Sd/‐ Apexa Ajaykumar Panchal Company Secretary Membership No. A35725

SPECIAL BUSINESS

ITEM NO. 1: TO APPROVE THE LISTING/ TRADING OF EQUITY SHARES OF THE COMPANY FROM SME PLATFORM (EMERGE) OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AS WELL AS ON THE MAIN BOARD OF BSE LIMITED (“BSE”):

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

Note: In accordance with Regulations 277 read with 280(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned resolution shall be acted upon if and only if the votes cast by Shareholders other than Promoters in favour of the proposal amount to at least two times the number of votes cast by Shareholders other than Promoter shareholders against the proposal.

“RESOLVED THAT pursuant to the provisions of Regulations 277 read with 280(2) and other relevant provisions, if any of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI‐ ICDR”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations” or “SEBI‐LODR”), the Securities Contracts (Regulation) Act, 1956 (the “SCRA”) and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed there under as well as other applicable and relevant securities laws, including any amendment, modification, variation or re‐enactment thereof, and subject to the approval of National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’) and subject to the approval of other statutory authorities or any other person or entities, if any and in accordance with the eligibility criteria for migration from NSE Emerge Platform to NSE Main Board as well as BSE Limited Main Board (“BSE”) as specified by NSE and BSE and other applicable laws, the consent of the members of the Company, be and is hereby accorded for Migration of Equity Shares of the Company which are currently listed on Emerge Platform of NSE to the Main Board of NSE as well as Main Board of BSE and upon Migration the said Equity Shares to get listed and traded on the capital segment (Main Board) of NSE and BSE, from the date of approval of Migration / getting listed and admitted to be dealt on Main Board of NSE and BSE as and when the Company is eligible for the same and to follow such procedures as specified by SEBI‐ICDR and other applicable regulations and requirements notified by SEBI / regulatory authorities including NSE and BSE as amended from time to time for migration to Main Board, subject to necessary approvals and eligibility criteria prescribed by the BSE, NSE and SEBI.

RESOLVED FURTHER THAT the Board of Directors and/or any one of the Key Managerial Personnel including the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and to file all such applications, papers, documents in relation to above and to fulfil all such legal formalities in the connection and to form any committee if it think and deem fit including but not limited to deal with any government or semi‐government authorities or any other concerned intermediaries including but not limited to NSE and/or BSE, Securities and Exchange Board of India (SEBI), Registrar of Companies, Registrar and Transfer Agent (RTA), National Securities Depository Limited (NSDL), Central Depository Securities (India) Limited (CDSL) and also to make application/s to NSE and BSE for the migration of the Equity Shares of the Company from the emerge platform of NSE to the Main Board of NSE and BSE, appoint and engage such professional(s) and advisor(s) as they deem appropriate and to fix and pay fees and remuneration, and also to finalize, execute, file and submit the Information Memorandum, certificates, undertakings, confirmations, agreements, contracts and such other documents, papers, writing and instruments as may be necessary and to accept and carry out any modifications, alteration or changes therein, without any need to refer back the matter to the members of the Company for their approval and also to settle any question, difficulty or doubt, that may arise in giving effect to this resolution; and to apply, modify, rectify,

reapply, renew, re‐file and submit any application and/or related documents on behalf of the Company and to do all such acts, deeds and things as may be necessary and expedient to give effect to this resolution.”

By order of the Board For, Mangalam Worldwide Limited

Place : Ahmedabad Date : 12[th] July, 2025

Apexa Ajaykumar Panchal Company Secretary Membership No. A35725

Notes:

Pursuant to Section 102 and 110 of the Companies Act 2013 and Secretarial Standard ‐2 on General Meeting, an explanatory Statement setting out material facts relating to the proposed resolution set out at Item No. 1 is appended hereto and forms part of this notice.
In compliance with the provisions of Sections 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in compliance of Regulation 44 of Listing Regulations, the Company is pleased to offer remote e‐voting facility to all members of the Company. The Company has engaged MUFG Intime India Private Limited (‘MIIPL’ or ‘e‐voting agency’) for facilitating remote e‐voting to the Members through InstaVOTE Platform of MIIPL.
This Postal Ballot Notice is being sent to all the Members whose names appear in the Register of Members / Record of Depositories as on Friday, 11[th] July, 2025 by email to those members who have registered their email IDs with the Company / Depository. Voting rights shall be reckoned in proportion to the number of shares registered in the name(s) of Members as on Friday, 11[th] July, 2025 .
In terms of the MCA Circulars, the Company will send this Notice in electronic form only and hard copy of this Notice along with postal ballot forms and pre‐paid self‐addressed business envelope will not be sent to the members/shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through Remote E‐voting system (e‐voting) only. Therefore, those members/shareholders who have not yet registered their e‐mail address are requested to get their e‐mail addresses submitted, by following the procedure given below:
In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self‐attested scanned copy of PAN card), AADHAR (self‐attested scanned copy of Aadhar Card) by email to [email protected] .
In case shares are held in demat mode, please provide DPID‐CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self‐ attested scanned copy of PAN card), AADHAR (self‐attested scanned copy of Aadhar Card) to [email protected] .
It is clarified that for permanent submission of e‐mail address, the shareholders are requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company’s Registrar and Transfer Agent, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), having its office at C‐101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai – 400 083, India (Tel: +91 22 4918 6000; Fax: +91 22 4918 6060), by following the due procedure.
Those shareholders who have already registered their e‐mail address are requested to keep their e‐mail addresses validated with their depository participants / the Company’s Registrar and Transfer Agent, MUFG Intime India Private Limited to enable servicing of notices / documents / annual Reports electronically to their e‐mail address.

5. Any query/grievance may please be addressed to Ms. Apexa Ajaykumar Panchal, Company Secretary with respect to the voting by remote electronic means at: Email id: [email protected] or to e‐voting agency at [email protected]

The members have to vote through e‐voting platform only.
The Portal for e‐voting will remain open for the Members for exercising their votes through Remote E‐ voting from Wednesday, 16[th] July, 2025 (09:00 A.M.) to Thursday, 14[th] August, 2025 (05:00 P.M.) (Both days inclusive). During this period, the Members of the Company holding equity shares either in physical form or dematerialised form, as on Friday, 11[th] July, 2025 (‘cut‐off date’), may cast their vote electronically. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote again. Please note that remote E‐voting module shall be disabled for voting by MUFG Intime India Private Limited after the last date and time.
A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.
The Scrutinizer’s decision on the validity of the voting shall be final.
A copy of the Postal Ballot Notice is also available on the website of the Company viz. www.mangalamworldwide.com and website of e‐voting agency ‐ MUFG Intime India Private Limited viz. https://instavote.linkintime.co.in/ and at the corporate announcement section of the website of the National Stock Exchange of India Limited on which the equity shares of the Company are listed.
The Board of Directors of the Company has appointed M/s. Manoj Hurkat & Associates, Practising Company Secretaries, to act as Scrutinizer for conducting the postal ballot and e‐voting process in a fair and transparent manner and to scrutinize the votes received through InstaVOTE Platform of MIIPL. After completion of the scrutiny of votes received, the scrutinizer will submit the report to the Chairman of the Company.
The Resolution will be taken as passed effectively on Thursday, 14[th] August, 2025 , being last date for voting, if the result of the voting indicates that the requisite votes, as required for Resolution in accordance with Companies Act, 2013 and / or Listing Regulations, have been received assenting to the Resolution. The result of the voting will be declared within 2 days working days from conclusion of the e‐voting period at the Registered Office of the Company. The result of the voting will also be posted on the Company’s website www.mangalamworldwide.com and communicated, simultaneously, to Stock Exchange (i.e. NSE), Registrar and Transfer Agent and e‐Voting Agency.
Resolution approved by the members through Postal Ballots/remote e‐voting are deemed to have been passed effectively at a General Meeting of the Members.
The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by the Companies and has issued circulars stating that service of notice /documents including Annual Report can be sent by e‐mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e‐mail addresses, so far, are requested to give their consent by providing their e‐mail addresses to the Company or to MUFG Intime India Private Limited, Registrar and Transfer Agent of the Company.

REMOTE EVOTING INSTRUCTIONS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e‐Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 ‐ NSDL IDeAS facility

Shareholders registered for IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
c) Post successful authentication, you will be able to see e‐Voting services under Value added services section. Click on “Access to e‐Voting” under e‐Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.

Shareholders not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Enter 8‐character DP ID, 8‐digit Client ID, Mobile no, Verification code & click on “Submit”.
c) Enter the last 4 digits of your bank account / generate ‘OTP’
d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a‐d).

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METHOD 2 ‐ NSDL e‐voting website

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your 16‐digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re‐directed to NSDL depository website wherein you will be able to see e‐Voting services under Value added services. Click on “Access to e‐Voting” under e‐Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.

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METHOD 3 ‐ NSDL OTP based login

a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
b) Enter your 8 ‐ character DP ID, 8 ‐ digit Client Id, PAN, Verification code and generate OTP.
c) Enter the OTP received on your registered email ID/ mobile number and click on login.
d) Post successful authentication, you will be re‐directed to NSDL depository website wherein you will be able to see e‐Voting services under Value added services. Click on “Access to e‐Voting” under e‐Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 ‐ CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
b) Enter existing username, Password & click on “Login”.
c) Post successful authentication, user will be able to see e‐voting option. The evoting option will have links of e‐voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐ voting period.

Shareholders not registered for Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields for registration.
c) Post successful registration, user will be provided username and password. Follow steps given above in points (a‐c).

METHOD 2 ‐ CDSL e‐voting page

a) Visit URL: https://www.cdslindia.com
b) Go to e‐voting tab.
c) Enter 16‐digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) Post successful authentication, user will be able to see e‐voting option. The evoting option will have links of e‐voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐ voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e‐voting facility.

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a) Login to DP website
b) After Successful login, user shall navigate through “e‐voting” option.
c) Click on e‐voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e‐voting feature.
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e‐voting period.

Login method for shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non‐Individual Shareholders holding securities in demat mode as on the cut‐off date for e‐voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
b) Enter details as under:
A. User ID: Enter User ID
B. Password: Enter existing Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”.

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(Home page of e‐voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
A. User ID: Enter User ID
B. PAN: Enter your 10‐digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

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C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company ‐ in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders holding shares in NSDL form , shall provide ‘D’ above
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
E. Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

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F. Enter Image Verification (CAPTCHA) Code.
G. Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a‐b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e‐voting”.
B. Select ‘View’ icon. E‐voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e‐Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

A. Visit URL: https://instavote.linkintime.co.in
B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on “Investor Mapping” tab under the Menu Section
C. Map the Investor with the following details:
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) ‘Investor’s Name ‐ Enter Investor’s Name as updated with DP.
3) ‘Investor PAN’ ‐ Enter your 10‐digit PAN.
4) ‘Power of Attorney’ ‐ Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

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Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e‐voting period.

METHOD 1 ‐ VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On‐going Events”.
d) Enter “16‐digit Demat Account No.”.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 ‐ VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will see “Notification for e‐voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E‐voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: ‐ Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending request [email protected] call at: 022 ‐ 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with sending request [email protected] contact at toll free
CDSL no. 1800 22 55 33
Forgot Password:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non‐Individual Shareholders holding securities in demat mode
have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password”
option available on:https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e‐mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions ‐ Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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(Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard 2 on General Meetings)

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EXPLANATORY STATEMENT

In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (SS‐2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations” or “SEBI‐LODR”) as well as the in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI‐ICDR”), the following statement sets out the material facts relating to Item No. 1 of this Notice:

ITEM NO. 1: MIGRATION OF LISTING / TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NSE TO THE MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AS WELL AS ON THE MAIN BOARD OF BSE LIMITED (“BSE”): SPECIAL RESOLUTION:

The Equity Shares of the Company are listed and traded on Emerge platform of National Stock Exchange of India Limited (“NSE”) w.e.f. July 11, 2022 under the scrip symbol – MWL – EQ(SM). The Company raised an amount of Rs. 65.58 Crores by issue of 64,93,200 Equity Shares of Rs. 10.00 each at a price of Rs. 101/‐ including premium of Rs. 91/‐ per Equity Share which funds have been deployed and fully utilized for the objects of the Issue.

The listing of Equity Shares of the Company enhanced transparency in the functioning and the Company and its stakeholders have been benefitted. Over the period, the Company gained a good experience of compliances, Board procedures, corporate governance practices on account of Emerge listing and the Company is geared up for moving on to the Main board of National Stock Exchange of India Limited (“NSE”) as well as on the Main Board of BSE Limited (“BSE”).

In terms of the present rules/regulations/requirements, the Equity Shares which are listed & traded on Emerge Platform of National Stock Exchange of India Limited can be migrated to Main Board of NSE and BSE after a period of at least 3 years from the date of listing.

Due to growth in the business activities of the Company and to fulfil need for additional capital funds, the Company undertook raising of funds by way of preferential allotment of convertible warrants in compliance with the applicable provisions of the SEBI‐ICDR, listing requirements and after obtaining in principle approval of the NSE. As there was possibility of increase in the paid up capital beyond Rs. 25 Crores upon exercise of those convertible warrants, the Company took steps to obtain approval of members of the Company and also applied for migration to NSE‐Main Board under Regulation 280(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI‐ICDR”). However, due to technical reasons/issues, the said application remained pending. In the interim, the migration policy of NSE also got changed. Due to this, there was no clarity with respect to the fund raising and migration status of Companies which are listed on the SME platform and where the paid up capital is likely to increase beyond Rs. 25 Crores and which has not completed three years from the date of listing of SME platform. The Company, being one of such companies, could not pursue its migration application and the same also remained pending with the NSE.

However, subsequently, upon amendment in the Regulation 280(2) of the SEBI‐ICDR and change in the migration policy of the NSE, it became clear that migration before 3 years could not be undertaken and the Company was allowed to list its further capital on the SME‐Emerge even if its capital increased beyond Rs. 25 Crores. To comply with amended Regulation 280(2) of the SEBI‐ICDR, the Company also undertook to comply with SEBI‐LODR as is required to be complied with by companies listed on the Main Board. Hence, upon completion of atleast 3 years of the listing on NSE‐Emerge and based on current migration policy of the NSE as well as BSE, the Company found it appropriate to obtain fresh approval of the members of the Company under Regulations 277 read with 280(2) and other applicable regulations of the SEBI‐ICDR.

At present as on the date of issuance of this Notice of Postal Ballot, the Company has been listed and traded on the Emerge Platform of National Stock Exchange of India Limited (Listed on July 11, 2022) for more than three years and as the paid‐up capital is of Rs. 29,70,06,740 constituting 2,97,00,674 Equity

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Shares of face value of Rs. 10/‐ each. The Company is also of the view that it is in fulfilment of all other requirements for migration of its specified securities to the Main Board of NSE as well as BSE. There are also norms laid down by BSE for application by any Company listed on SME platform of other stock exchange and seeking migration on BSE‐Main Board. In the interest of the Company and its stakeholders, the Company proposes to obtain approval of the members for also seeking listing of Main Board of BSE from the NSE‐Emerge platform in addition to seeking migration on the Main Board of NSE.

Your Company is well poised and eligible to make an application to NSE and BSE for listing of 2,97,00,674 Equity Shares of face value of Rs. 10/‐ each on Main Board of NSE as well as on Main Board of BSE as per the guidelines specified by SEBI under Chapter IX of SEBI ICDR Regulations, 2018 and also the listing criteria laid down by NSE and BSE for Migration and subject to all applicable provisions of SEBI (LODR), Regulations, 2015, applicable guidelines /circulars /notifications issued by NSE and BSE, approvals of Statutory/Regulatory Authorities, if any and subject to approval of Shareholders by way of Special Resolution/with requisite approval.

The proposed listing of Equity Shares of the Company on Main Board of NSE and BSE will not only act as a catalyst in the growth and expansion of the Company apart from taking company to a different league altogether with enhanced recognition and will also result in participation of a larger pool of potential investors thereby will help to increase the liquidity of Shares of the Company on the Stock Exchanges.

The members are, therefore, requested to accord their approval for Migration of Listing/ Trading of Equity Shares of the Company from Emerge platform of NSE to Main Board of NSE as well as the Main Board of BSE as set out in the resolution.

The Listing of Equity Shares on the Main Board of NSE and BSE would need to be approved by the Shareholders of the Company by passing a Special Resolution through Postal Ballot. Further, as per Regulations 277 read with 280(2) and other applicable Regulations, if any of the SEBI‐ICDR, the resolution shall be passed by requisite majority i.e. shareholders other than promoters in favour of the proposal shall amount to at least two times the number of Votes cast by shareholders other than promoter shareholders against the proposal.

The Company would approach NSE and BSE with necessary applications for Migration upon receipt of approval of Public Shareholders. If required or necessary the Board of Directors and/or any one of the Key Managerial Personnel including the Company Secretary of the Company has been given due authority to take various steps, undertake all requisite formalities, exercise various powers to ensure effective implementation of this resolution.

It is in the interest of all the Stakeholders including the public Shareholders to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board of NSE and BSE.

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolution with requisite type of majority as required under Regulations 277 read with 280(2) of the SEBI‐ICDR.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of their equity shareholdings held by them in the Company.

By order of the Board For, Mangalam Worldwide Limited

Place : Ahmedabad Date : 12[th] July, 2025

Apexa Ajaykumar Panchal Company Secretary Membership No. A35725

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AI assistant

Mangalam Worldwide Limited Proxy Solicitation & Information Statement 2025

59641_rns_2025-07-16_ce90012b-6a45-48f4-976d-5829d45ef144.pdf