Sedemac Mechatronics Limited has scheduled its 19th Annual General Meeting (AGM) for Wednesday, September 9, 2026. The meeting will commence at 10:30 am and will be conducted through Video Conferencing or Other Audio-Visual Means in compliance with regulations from the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

Financial Performance for FY26

The company released its Annual Report for the financial year ended March 31, 2026, highlighting robust growth across key metrics. Revenue from operations increased by 61% year-on-year to ₹1,058.4 crore, while EBITDA rose by 78% to ₹222.2 crore. Profit after tax (PAT) surged by 119% to ₹103.6 crore, demonstrating significant operating leverage.

The growth was primarily driven by the Mobility segment, which saw a 62% year-on-year revenue increase to ₹910.6 crore. This was fueled by deeper penetration of Sensorless Integrated Starter Generator (ISG) technology in India’s two- and three-wheeler market, where an estimated 35% of produced vehicles now incorporate ISG. The Industrial segment also contributed, growing by 55% to ₹147.8 crore, supported by new product launches in the North American generator market.

What the Numbers Show

A key analytical observation is the divergence between revenue growth and working capital expansion. While revenue grew 61%, trade receivables increased by 204% to ₹133.7 crore, causing Accounts Receivable days to rise from 20 to 31. This shift occurred as the company discontinued the TReDS platform to transition to direct credit relationships with OEM customers, aligning with industry practices for its scale. Despite this, the company maintained a healthy Return on Capital Employed (RoCE) of 40.4%, up from 33.8% in the previous year, indicating efficient capital utilization despite higher working capital requirements.

Meeting Details

The company designated Monday, August 31, 2026, as the cut-off date to determine the list of members eligible to vote on the resolutions outlined in the AGM notice. Shareholders are advised to ensure their contact information is current to receive further communications regarding the event.

Shareholder Instructions

Members are requested to update their email addresses and mobile numbers with MUFG Intime India Private Limited, the company’s Registrar and Share Transfer Agent, or directly with their Depository Participants. This ensures accurate record-keeping for voting purposes.

The intimation was issued by Prasad Rajendra Chavan, Company Secretary and Compliance Officer of Sedemac Mechatronics Limited.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE00XB01019/b3f2890b-964a-4fd8-bf52-7a60d670370e.pdf

Sedemac Mechatronics has responded to concerns raised by proxy advisor Institutional Investor Advisory Services India Limited (IIAS) regarding the pricing and terms of its employee stock option schemes. In a filing dated August 7, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company addressed IIAS’s recommendation to vote against the ratification of the SEDEMAC Employee Stock Option Plan 2014 (ESOP 2014) and the SEDEMAC Mechatronics Employee Stock Option Scheme 2025 (ESOS 2025). The core dispute centers on whether the Nomination and Remuneration Committee (NRC) should retain the discretion to grant options at significant discounts to market price and over extended periods.

IIAS had recommended voting against the resolutions due to fears that options could be granted at a discount greater than 20% to the prevailing market price, potentially misaligning employee and investor interests. Additionally, for the ESOS 2025, the proxy advisor cited concerns over a potential 15-year exercise period from the date of vesting and the lack of a disclosed performance-linked vesting framework. Sedemac submitted that these structures are compliant with Section 62(1)(b) of the Companies Act, 2013, Rule 12(3) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 17 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Key Clarifications on ESOP Structures

The company provided detailed justifications for the flexibility embedded in both schemes, emphasizing the need to retain skilled talent in a research and development-intensive industry. The following table outlines the specific parameters contested by IIAS and Sedemac’s response:

Regarding the ESOP 2014, Sedemac clarified that the NRC can determine the exercise price to be between 30% and 60% of the applicable Last Round Securities Price, or any amount not lower than the face value of the shares. The company argued that a fixed exercise price would be counterintuitive for retaining specialized technical expertise critical to its innovation capabilities. It further noted that the ability to tailor options based on individual performance ensures high-performing employees are adequately remunerated, reducing attrition.

Historical Grant Data and Governance

To address dilution concerns, Sedemac highlighted that the maximum dilution from both schemes was already approved by shareholders upon adoption. The actual dilution depends on the number of options exercised. The company disclosed that previously, only 52,500 options (representing 2.24% of the maximum 23,44,500 options available under ESOP 2014) were granted at the face value of the shares. These grants were made during the COVID-19 pandemic as compensation for employees who forgone portions of their salary. In all other cases until February 28, 2024, options were granted at fair market value or reasonable discounts.

For the ESOS 2025, the company reiterated that it is a performance-driven scheme. The NRC will assess eligibility and vesting criteria based on factors such as enrolments, ranks, revenue, and profitability. The Board and NRC, comprising independent and non-executive directors, affirmed that these decisions are made in the best interests of the company and stakeholders, ensuring alignment with long-term value creation.

What the Numbers Show

The data reveals a strategic reliance on discretionary equity compensation rather than rigid formulaic approaches. With only 2.24% of the ESOP 2014 pool utilized at face value, the majority of historical grants appear to have been priced closer to market rates, suggesting the deep discount provision is a contingency rather than standard practice. The emphasis on a 15-year exercise window for the new scheme indicates a focus on long-term retention over short-term liquidity for employees, aligning with the company’s R&D-heavy business model where intellectual property development cycles are extended.