Minda Corporation Limited has issued a comprehensive postal ballot notice to shareholders seeking approval for amendments to its employee stock option schemes and the introduction of a new long-term incentive program. The notice, dated February 12, 2026, outlines four special resolutions that require shareholder approval through remote e-voting.

Key Resolutions for Shareholder Approval

The Minda Corporation postal ballot notice presents four special resolutions for consideration:

ESOP 2017 Amendment Details

The company proposes significant changes to its existing Employee Stock Option Scheme 2017. The amendment involves reducing the employee stock option pool reserved under ESOP 2017 by 32,18,517 options, bringing the total from 53,41,840 options down to 21,23,323 options. Each option converts into one equity share upon exercise, and the decreased option pool will be transferred to the newly proposed ESOP 2025 without any fresh issuance of equity shares.

New ESOP 2025 Scheme Framework

The proposed Minda Employee Stock Option Scheme 2025 represents a strategic shift toward performance-linked grant criteria. The new scheme will encompass 32,18,517 employee stock options, sourced from existing unutilized shares held by the trust under the earlier scheme. This approach ensures no incremental dilution of existing shareholders' holdings or voting rights.

Performance-Based Allocation Criteria

The ESOP 2025 introduces a robust performance-driven allocation framework:

• Corporate Performance: Grant eligibility linked to specific revenue and EBITDA thresholds
• Market Capitalization: Eligibility dependent on meeting market capitalization milestones
• Enhanced Governance: Clear performance conditions prior to option grants

Voting Timeline and Process

The remote e-voting process follows a structured timeline to ensure comprehensive shareholder participation:

The postal ballot notice has been sent electronically to shareholders whose email addresses are registered with the depositories, depository participants, or the company as of the cut-off date. The company has appointed Mr. Biswajit Ghosh and Mr. Pramod SM from BMP & Co. LLP as scrutinizers for conducting the postal ballot process.

Eligible Employee Categories

The ESOP 2025 scheme extends coverage to multiple employee categories across the Minda Corporation ecosystem. Eligible participants include employees exclusively working in India or outside India, whole-time and non-executive directors (excluding promoters), and employees of group companies including subsidiaries and associate companies. The scheme specifically excludes promoters, directors holding more than 10.00% of outstanding shares, and independent directors.

Scheme Implementation Structure

The new ESOP 2025 will be implemented through the existing Minda Corporation Limited Employee Stock Option Scheme Trust under the supervision of the Board or its designated committee. The scheme features a vesting period ranging from a minimum of 1 year to a maximum of 5 years from the grant date, with an exercise period of up to 1 year from the vesting date. The maximum number of options that may be granted to any specific employee in a financial year is capped at 5,00,000 options.

Source: Minda Corporation Limited Postal Ballot Notice

Minda Corporation Limited delivered exceptional financial performance in Q3FY26, achieving its highest-ever quarterly revenue of ₹1,560 crores, representing robust growth of 25% year-on-year. The company's strong performance was driven by sustained demand across key vehicle segments, increased market share, and strong traction in EV and premium product categories.

Financial Performance Highlights

The company's Q3FY26 results demonstrate strong operational efficiency and market positioning. EBITDA stood at ₹184 crores, reflecting a margin of 11.8%, while reported profit after tax reached ₹84 crores with a PAT margin of 5.4%.

For the nine-month period, revenue grew 20% to ₹4,482 crores, with EBITDA at ₹518 crores (23% growth) and PAT at ₹238 crores (17% growth).

Business Segment Performance

The company's diversified portfolio showed strong growth across segments. Information & Connected Systems business grew significantly from ₹645 crores to ₹850 crores, representing 32% growth. Mechatronics and aftermarket businesses grew 17% from ₹608 crores to ₹710 crores.

Strategic Developments and Orders

Minda Corporation secured significant lifetime orders worth ₹2,000 crores during Q3FY26, with total nine-month order book reaching ₹7,000 crores. Key developments include multiple platform-specific instrument cluster orders and strategic partnerships.

Associate Company Performance

Flash Electronics, the company's associate, continued strong performance with revenue exceeding ₹488 crores and EBITDA of ₹90 crores, representing an impressive margin of 18.4%. This strategic partnership strengthens presence in EV power electronics, traction motors, and motor controllers.

Corporate Actions and Leadership

The Board of Directors approved an interim dividend of 30%, translating to ₹0.60 per equity share, with record date set for February 13, 2026. Additionally, Ajay Agarwal was appointed as Group Chief Financial Officer and key managerial personnel, effective February 5, 2026.

The company also announced ESOP Scheme 2025, subject to shareholders' approval, aligning with Vision 2030 objectives. With strong fundamentals and strategic initiatives, Minda Corporation remains well-positioned for sustained growth in the automotive components sector.