SEDEMAC Mechatronics MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 9 Sep 2026, 10 fund houses so far (houses' deadline to file 15 Oct 2026)

• Adoption of Audited Financial Statements and Reports of Board of Directors and Auditors thereon for the Financial Year ended on 31st March, 2026

  10 for0 against
• Re-appointment of Mr. Manish Sharma (DIN: 01310490) as Director, liable to retire by rotation

  10 for0 against
• To appoint Secretarial Auditors of the Company

  10 for0 against
• Ratification of the remuneration of the Cost Auditors of the Company for the Financial Year 2026-27

  10 for0 against

Mutual fund votes, meeting of 17 Aug 2026, 10 fund houses so far (houses' deadline to file 15 Oct 2026)

• Ratification of the SEDEMAC Employee Stock Option Plan 2014

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for ratification of the SEDEMAC Employee Stock Option Plan 2014, which was originally implemented as an employee incentive scheme and subsequently amended on 9 October 2025 as the company progressed towards its public listing. The company was listed on 11 March 2026 and currently has an original ESOP pool of 23,44,500 options. Out of this pool, 20,85,000 options have already been exercised, 22,23,000 options have been granted on a net basis and 1,21,500 options remain available for future grants. The scheme is proposed to continue through primary issuance under the direct route and follows the fair value method for valuation while conforming to applicable accounting policies. The estimated dilution arising from options available for future grants under the scheme is 0.27%. The scheme prescribes a vesting period of not less than one year and not more than five years from the date of grant. While an indicative vesting schedule has been disclosed, the Nomination and Remuneration Committee retains the ability to modify the vesting schedule within the prescribed range. The committee is also responsible for identifying eligible employees and administering grants under the scheme. Past distribution of options, as disclosed in the company’s prospectus, does not appear to have been concentrated in favour of any particular employee. However, the proposal raises concerns regarding the disclosure of the exercise price. The scheme provides multiple methods for determining the exercise price, including pricing linked to the last round of funding, fair market value, or a price higher or lower than fair market value, subject to a minimum of face value. As a result, shareholders are not provided with a clearly defined exercise price or a specific pricing formula that would allow them to assess the economic impact of future grants. The broad discretion available to the administrator in determining the exercise price limits transparency and creates uncertainty regarding future option grants. The proposal also allows flexibility in determining the exercise period applicable to vested options in certain situations. Although the general exercise period for options granted after 9 October 2025 is three years from vesting, the administrator may determine different exercise periods in specific circumstances such as retirement, death or permanent disability. Consequently, the exercise period is not uniformly applicable across all employees. Furthermore, in the event of termination without cause, vested options are required to be exercised within a relatively short period, potentially before the expiry of one month from the employee’s last working date. Such provisions may restrict employees’ ability to realise vested benefits despite satisfying vesting and performance requirements. Another area of concern is the maximum number of options that may be granted to a single employee. The disclosed limit effectively allows grants up to the entire scheme pool, creating the possibility of significant concentration of benefits in favour of an individual employee. Although historical grant distribution does not indicate such concentration in practice, the absence of a more reasonable employee level cap limits shareholders' ability to evaluate the potential future impact of the scheme. The scheme also contains provisions relating to transfer or deputation of employees to group companies. Certain provisions indicate that unvested options may be cancelled upon such transfer, whereas regulatory requirements generally contemplate continuation of vesting and exercise rights in such situations. This raises additional concerns regarding alignment with applicable regulatory expectations. In view of the lack of a specific exercise price or pricing formula, the discretion available to vary exercise periods across employees, the possibility of very short exercise periods in certain circumstances, the potential for substantial benefits to be concentrated in favour of a single employee and concerns relating to treatment of transferred employees, the proposal raises governance, compliance, transparency and shareholder protection concerns. Accordingly, we are voting AGAINST the resolution.
  • Edelweiss Mutual Fund, Helios Mutual Fund, PGIM India Mutual FundNon-Compliant with Schedule I, Part C of SEBI SBEB & SE Regulations, 2021: Nomination and Remuneration Committee (NRC) has been given the discretion to determine Exercise Price, which can be anything between face value and market price. Such a broad disclosure does not satisfy to be a specific disclosure of exercise price or pricing formula as per requirement of SEBI SBEB & SE Regulations. Governance Concern: Exercise Period will not be uniform across employees under the Scheme. Further, the exercise period for vested options may be less than 3 months in case of employees terminated without cause. Also, the proposed limit of maximum options per employee indicates a potential for excessive benefits to a single employee under the Scheme.
  • ICICI Prudential Mutual FundThe AMC had voted against the resolution as the Company had not disclosed a price or a formula on the basis of which the exercise price will be determined. The proposed disclosure is excessively broad to cover anything between face value and market price, which neither qualifies as a price nor a pricing formula as per the requirement of SEBI SBEB Regulations.
  • Sundaram Mutual FundThe company seeks shareholders’ approval for the ratification of SEDEMAC Employee Stock Option Plan 2014 under which upto 2,344,500 options can be granted through fresh issue of shares, resulting in dilution of ~5.3% of the expanded capital base as on 30 June 2026. As on 16 July 2026, out of the total pool, 2,223,000 options have been granted, and 121,500 options are available for future grants. Post the listing of shares, the exercise price can be any price higher than the face value of Rs. 10 and the exercise period is three years from the date of vesting. The vesting of stock options is time based, and stock options will follow staggered vesting; 20% options will vest each year upto five years after the grant date. The exercise price can be at a deep discount to the prevailing market price. We do not favour ESOP schemes where the exercise price can be at a significant discount (greater than 20%) to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Given this concern, we do not support the resolution.

  4 for6 against
• Ratification of the SEDEMAC Mechatronics Employee Stock Option Scheme - 2025

  ›Against Bajaj Finserv Mutual Fund, Edelweiss Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for ratification of the SEDEMAC Mechatronics Employee Stock Option Scheme - 2025, which was introduced in connection with the company's transition to a listed entity and is intended to provide equity-based incentives to eligible employees. The scheme has an original pool of 9,75,000 options, of which 2,44,500 options have already been granted and 7,30,500 options remain available for future grants. The scheme is proposed to be implemented through the direct route with primary issuance of shares, adopts the fair value method for valuation, and confirms compliance with applicable accounting standards. The dilution arising from options available for future grants under the scheme is estimated at 1.63%. The scheme provides for a vesting period of not less than one year and not later than five years from the date of grant, with an indicative vesting schedule disclosed in the scheme documents. The Nomination and Remuneration Committee has responsibility for identifying eligible employees, determining grants and administering the scheme. Vesting conditions may include individual, team, office, company or group company performance parameters, along with continued employment based conditions. However, the proposal raises concerns regarding the determination and disclosure of the exercise price. The scheme permits options to be granted at fair market value, or at a price higher or lower than fair market value, subject only to the condition that the price cannot be lower than the face value of the shares. Consequently, shareholders are not provided with a specific exercise price or a clearly defined pricing formula that would enable them to assess the potential value transfer arising from future grants. The broad discretion available to the administrator creates uncertainty regarding the economic impact of the scheme and limits transparency around future option issuances. The scheme also provides significant flexibility with respect to the exercise period. While the exercise period may extend up to fifteen years from the date of vesting, the company has indicated that exercise periods may differ across employees depending on individual circumstances. In certain cases, including retirement and termination without cause, the administrator retains discretion regarding the applicable exercise period. As a result, similarly situated employees may be subject to different exercise timelines, reducing consistency in the treatment of vested benefits. Particular concern arises from the treatment of employees terminated without cause. Under the scheme, vested options may be required to be exercised within one month from the last working date unless otherwise determined by the administrator. Such a short exercise window may not provide employees with a reasonable opportunity to realise the value of vested options that have already been earned through continued service and satisfaction of vesting requirements. The proposal further allows the maximum number of options that may be granted to a single employee to extend up to the entire scheme pool. Although past option distribution patterns have not indicated concentration in favour of any specific individual, the disclosed framework permits a significant proportion of future grants to be awarded to a single employee. The absence of a more defined employee-level cap limits shareholders' ability to evaluate the potential concentration of benefits and the overall governance framework governing future grants. While the scheme seeks to align employee interests with long term shareholder value through equity participation, the lack of a specific exercise price or pricing formula, discretion to determine employee level exercise periods, the possibility of very short exercise timelines in certain circumstances and the potential for substantial grants to be concentrated in favour of a single employee raise governance, transparency and shareholder protection concerns. Accordingly, we are voting AGAINST the resolution.
  • Edelweiss Mutual Fund, Helios Mutual Fund, PGIM India Mutual FundNon-Compliant with Schedule I, Part C of SEBI SBEB & SE Regulations, 2021: Nomination and Remuneration Committee (NRC) has been given the discretion to determine Exercise Price, which can be anything between face value and market price. Such a broad disclosure does not satisfy to be a specific disclosure of exercise price or pricing formula as per requirement of SEBI SBEB & SE Regulations. Governance Concern: Exercise Period will not be uniform across employees under the Scheme. Further, the exercise period for vested options may be less than 3 months in case of employees terminated without cause. Also, the proposed limit of maximum options per employee indicates a potential for excessive benefits to a single employee under the Scheme.
  • ICICI Prudential Mutual FundThe AMC had voted against the resolution since the Company has not disclosed a price or a formula on the basis of which the exercise price will be determined. The proposed disclosure is excessively broad to cover anything between face value and market price, which neither qualifies as a price nor a pricing formula as per the requirement of SEBI SBEB Regulations.
  • Sundaram Mutual FundThe company seeks shareholders’ approval for the ratification of SEDEMAC Employee Stock Option Scheme – 2025 under which upto 975,000 options can be granted through fresh issue of shares, resulting in dilution of ~2.2% of the expanded capital base as on 30 June 2026. As on 16 July 2026, out of the total pool, 244,500 options have been granted, and 730,500 options are available for future grants. Post the listing of shares, the exercise price can be any price higher than the face value of Rs. 10 and the exercise period is fifteen years from the date of vesting of the Options. We raise concern regarding the exercise period for vested options. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. The vesting period is one year to five years and vesting of stock options is subject to time-based and performance-based conditions. We do not favour ESOP schemes where the exercise price can be at a significant discount (greater than 20%) to market price for time-based vesting of stock options. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. We raise concern that company has not disclosed the performance metrics, including their respective weightages, and the specific targets which govern the vesting criteria; or a commitment to disclosing these in the annual report once vesting occurs. Given the risk that the exercise price could be at a substantial discount to the prevailing market price in the future, combined with inadequate disclosure on performance conditions, we do not support this resolution.

  4 for6 against

• Fine or penaltyAssistant Commissioner Hosur (South) - I Krishnagiri, Commercial Taxes Department of Tamil NaduSince 20 May 2026

  GST Notice [Form GST DRC - 01] under Section 73 of the CGST/SGST Act, 2017 for the financial year 2022-23 and 2023-24 dated 20/05/2026. For FY 2022-23: Tax: Rs. 76,06,772 Penalty: Rs. 7,60,676 Total: 83,67,448 For FY 2023-24: Tax: Rs. 1,37,53,732 Penalty: Rs. 13,75,373 Total: 1,51,29,105

  The following allegations and observations were raised by the department: 1. Short payment of tax under RCM 2. Reversal of Output Tax on Credit Notes 3. Excess Input tax credit availed 4. Penalty for violation of Rule 138MoreLess
• Fine or penaltyOffice of the Assistant Commissioner of Income Tax Circle 15(3)(2), Mumbai/, Income Tax Department, Ministry of Finance, Government of India (‘Income tax Authority’)Since 30 Jun 2026

  Online service of Orders - Letter

  The Company has received a letter regarding recovery of outstanding demand of INR 74,93,508 for Financial Year 2017-18 (Assessment Year 2018-19) on account of disallowance of weighted deduction in relation to expenditure incurred on in-house R&D Unit (approved by DSIR ) u/s 35(2AB) of the Income Tax Act., despite the matter pending on merits before the Hon’ble Bombay High Court.MoreLess
• Tax disputeAssistant Commissioner of Income Tax, Circle 15(3)(2), Mumbai & Department of Scientific & Industrial Research, New Delhi – 110016Since 25 Apr 2025
  There is no change in the last disclosure made.
  At the filing before: Assessment year: 2018-19 Forum: Hon'ble Bombay High Court 1. SEDEMAC has filed a Writ petition before the Bombay High Court against DSIR Authorities for invalid rejection of issuance of Form 3CL and has also filed an appeal before the Bombay High Court against negative ITAT order passed with respect to weighted deduction. 2. Whereas in connection with the claim of 100% deduction of capital and revenue expense, the Hon’ble ITAT has remanded the matter back to the Assessing Officer for a fresh examination. However, SEDEMAC has officially not received any communication from the department and accordingly, the same is pending with the AO.MoreLess
• Tax disputeAssistant Commissioner of Income Tax, Circle 15(3)(2), Mumbai & Department of Scientific & Industrial Research, New Delhi – 110016Since 25 Apr 2025
  There is no change in the last disclosure made.
  At the filing before: Assessment year: 2020-21 Forum: Hon'ble Bombay High Court 1. SEDEMAC has filed a Writ petition before the Bombay High Court against DSIR Authorities for invalid rejection of issuance of Form 3CL and has also filed an appeal before the Bombay High Court against negative ITAT order passed with respect to weighted deduction. 2. Whereas in connection with the claim of 100% deduction of capital and revenue expense, the Hon’ble ITAT has remanded the matter back to the Assessing Officer for a fresh examination. However, SEDEMAC has officially not received any communication from the department and accordingly, the same is pending with the AO. 3. Considering that the outstanding demand was appearing on the portal due to non-grant of set-off of b/f losses and the said ground has been allowed by the Hon'ble CIT(A, SEDEMAC has filed an application before the Assessing Officer requesting effect to be given to the set-off of brought forward losses against the assessed income, which would result in the outstanding demand being reduced to Nil.MoreLess
• Tax disputeAssistant Commissioner of Income Tax, Circle 15(3)(2), MumbaiSince 10 Feb 2025
  There is no change in the last disclosure made.
  At the filing before: Assessment year: 2024-25 Forum: Assistant Commissioner of Income Tax, Circle 15(3)(2), Mumbai 1. The company has filed a rectification application u/s 154 of the Act before the jurisdictional AO for non-grant of credit of advance tax challan paid by it. 2. SEDEMAC is continuously following-up with the tax officer for rectification of the above. Once rectification order is passed to consider the credit of given advance tax instalment the erroneous demand (generated due to non grant of above advance tax instalment) shall be nullified.MoreLess
• Tax disputeAssessment Unit, National Faceless Assessment CentreSince 23 Apr 2026
  The appellate proceedings are currently ongoing. There is no change in the last disclosure made.
  At the filing before: Assessment year: 2018-19 Forum: Hon'ble Commissioner of Income Tax (Appeals) 1. The company received an assessment order under section 143(3) of the Income-tax act, 1961 ('Act') on account of disallowance of weighted deduction under section 35(2AB) of the Act. Subsequently, penalty proceedings were initiated and an order under section 270A of the Act was issued on 24 March 2026. 2. SEDEMAC does not believe that the penalty order issued, is correct and valid. Therefore, SEDEMAC has filed an appeal before the Hon'ble CIT(A) as per the provisions of Act, against the said penalty order on 23 April 2026. The appellate proceedings are yet to be initated.MoreLess

In the company's own words, from its latest governance filing.

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

Yes

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.