Setco Automotive Limited has informed stock exchanges about a significant development regarding its material subsidiary's Non-Convertible Debentures (NCDs). The company announced that Setco Auto Systems Private Limited (SASPL) has received requisite consent for waiver of accrued Investor IRR worth ₹75.50 crore.

Board Approval and IRR Waiver Details

SASPL's Board Meeting held on March 20, 2026, approved the waiver of accrued Investor IRR at 18% per annum amounting to ₹75.50 crore for Financial Year 2025-26. This waiver applies to the listed Non-Convertible Debentures issued by SASPL under specific Debenture Trust Deeds.

Debenture Trust Deed Framework

The NCDs in question were issued under two separate Debenture Trust Deeds executed between SASPL and Vistra ITCL (India) Limited, acting as the Debenture Trustee. The first deed was dated August 31, 2021, while the second was executed on July 19, 2024.

Stakeholder Consent and Compliance

SASPL has successfully obtained requisite consent from both the Debenture Trustee and the Debenture Holders for the IRR waiver. The approval and consent have been secured in accordance with the terms of the Debenture Trust Deeds and applicable provisions of law. Importantly, there is no change in the principal amount or other key terms of the Debentures, except for the specific waiver mentioned.

Regulatory Communication

The intimation was made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Chairman and Managing Director Harish Sheth digitally signed the communication on March 20, 2026, ensuring proper documentation and regulatory compliance with both BSE Limited and National Stock Exchange of India Limited.

Setco Automotive Limited has received a closure direction from the Gujarat Pollution Control Board (GPCB) for one of its subsidiary's manufacturing units, marking a significant regulatory development for the automotive components manufacturer.

Regulatory Direction Details

The GPCB issued the direction on March 10, 2026, under Section 33A of the Water (Prevention and Control of Pollution) Act, 1974. The order affects the manufacturing unit of Setco Auto Systems Private Limited, a subsidiary of Setco Automotive, located at Baroda-Godhra Highway, Kalol, District Panchmahal, Gujarat.

Compliance Requirements

The GPCB direction mandates several immediate actions:

• Complete closure of the manufacturing unit at Kalol
• Disconnection of electricity supply (except single phase)
• Stoppage of alleged discharge of wastewater near the catchment area of River Goma

The regulatory action stems from observations made during an inspection conducted by GPCB officials on February 13, 2026. The alleged violations pertain to provisions of the Water (Prevention and Control of Pollution) Act, 1974, as amended from time to time.

Company Response and Next Steps

Setco Automotive has informed that it is currently examining the contents of the direction and evaluating appropriate legal remedies available under applicable laws. The company has committed to keeping stock exchanges informed of further developments in this matter.

The company has assured stakeholders that all manufacturing units are operated consistently in compliance with applicable laws and follow standards as per prescribed norms. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency with investors and regulatory authorities.