Enclosed herewith Communication to Proxy Advisor.

SEDEMAC Innovative Controls August 07, 2026 To, To, BSE Limited, National Stock Exchange of India Limited, Corporate Relations Department, Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G block, Bandra Kurla Complex, Mumbai – 400001 Bandra (East), Mumbai – 400051 Scrip code: 544723 NSE Symbol: SEDEMAC Dear Sir/Madam, Sub: Postal Ballot Notice - Communication to Proxy Advisor Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is in reference to our letter dated July 18, 2026 relating the Postal Ballot Notice seeking approval of shareholders for the Special Resolutions as set out in the said Notice. We wish to inform you that subsequent to the issuance of the said Notice, the Company has received feedback from Institutional Investor Advisory Services India Limited (‘IiAS’), Proxy Advisor. Based on the feedback received from Proxy Advisor, we have provided clarification to Proxy Advisor and also wish to give additional information to all the Shareholders to bring more clarity on the following Special Resolutions of the said Notice: 1. Ratification of the SEDEMAC Employee Stock Option Plan 2014 2. Ratification of the SEDEMAC Mechatronics Employee Stock Option Scheme - 2025 The said clarification is enclosed in Annexure - A. You are requested to kindly take note of the same. Thanking you, For SEDEMAC Mechatronics Limited (Formerly SEDEMAC Mechatronics Private Limited) Prasad Rajendra Chavan Company Secretary and Compliance Officer Membership No.: A49921 Encl: As above SEDEMAC Mechatronics Limited (Formerly SEDEMAC Mechatronics Private Limited) Registered Office, Technical Center & Corporate Office: Survey No. 270/1/A/2, Pallod Farms, Baner Road, Baner, Baner Gaon, Haveli, Pune - 411045, Maharashtra, India. Tel: +91 20 6715 7200 Mfg. Facility I: G-1, MIDC, Phase- III, Chakan Industrial Area, Nighoje, Pune 410501, MH, India. Tel: +91 2135 623 200 Mfg. Facility II: Survey No.64/5, Bhide Baug Industrial Estate, Wadgaon Budruk, Pune 411041, MH, India. Tel: +91 20 6750 2200 e-mail: cs@sedemac.com Website: www.sedemac.com CIN: L29253PN2007PLC246956 SEDEMAC Innovative Controls Annexure – A Date: 07th August, 2026 Institutional Investor Advisory Services Dear Sir / Madam, SEDEMAC Mechatronics Limited (“Company” or “we”) are in receipt of the proxy advisory report from Institutional Investor Advisory Services (“IiAS”) dated August 05, 2026 (“Report”) setting out your voting recommendations in relation to the resolutions proposed to be passed through postal ballot notice dated July 16, 2026 (“Notice”). We note that you have recommended voting ‘AGAINST’ the following resolutions: 1. Ratification of SEDEMAC Employee Stock Option Plan 2014 (“ESOP 2014”) of the Company; 2. Ratification of SEDEMAC Mechatronics Employee Stock Option Scheme - 2025 (“ESOS 2025”) of the Company. In relation to the same, we would like to submit the following clarifications / comments: I. Resolution No. 1 relating to ratification of ESOP 2014 1. We note that you have recommended voting ‘AGAINST’ this resolution on the ground that employee stock options (“Options”) under the ESOP 2014 may be granted with an exercise price at a deep discount (greater than 20%) to the prevailing market price, and IiAS does not favour schemes where the exercise price exceeds a 20% discount to market price at the time of grant, as such structures reduce the ‘pay at risk’ nature of employee stock options and misalign employee and investor interests. 2. In relation to your concern on the grounds of possibility of grant of Options at a deeply discounted rate to the prevailing market price, we would like to submit that as per the applicable law relating to Options (i.e., Section 62(1)(b) of the Companies Act, 2013 (“Act”) read with Rule 12(3) of the Companies (Share Capital and Debentures) Rules, 2014 (“Share Capital Rules”) (applicable to unlisted companies) and Regulation 6(2) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) read with Regulation 17 of the SEBI SBEB & SE Regulations (applicable to listed companies)), the Company was previously authorized / continues to be authorized to determine the exercise price for Options under the ESOP 2014 (subject to conforming to the accounting policies). Relevant extracts of Rule 12(3) of the Share Capital Rules (applicable to unlisted companies) and Regulation 17 of the SEBI SBEB & SE Regulations (applicable to listed companies) are set out below. Rule 12(3) of the Share Capital Rules: “The companies granting option to its employees pursuant to Employees Stock Option Scheme will have the freedom to determine the exercise price in conformity with the applicable accounting policies, if any.” SEDEMAC Mechatronics Limited (Formerly SEDEMAC Mechatronics Private Limited) Registered Office, Technical Center & Corporate Office: Survey No. 270/1/A/2, Pallod Farms, Baner Road, Baner, Baner Gaon, Haveli, Pune - 411045, Maharashtra, India. Tel: +91 20 6715 7200 Mfg. Facility I: G-1, MIDC, Phase- III, Chakan Industrial Area, Nighoje, Pune 410501, MH, India. Tel: +91 2135 623 200 Mfg. Facility II: Survey No.64/5, Bhide Baug Industrial Estate, Wadgaon Budruk, Pune 411041, MH, India. Tel: +91 20 6750 2200 e-mail: cs@sedemac.com Website: www.sedemac.com CIN: L29253PN2007PLC246956 SEDEMAC Innovative Controls Regulation 17 of the SEBI SBEB & SE Regulations: “The company granting options to its employees pursuant to an ESOS shall be free to determine the exercise price subject to conforming to the accounting policies specified in regulation 15 of these regulations.” 3. As per the ESOP 2014, the exercise price of Options can be determined by the NRC to be as follows: ““Exercise Price" means the price set out in the Letter of Grant that shall be paid by a Grantee to exercise the Options vested in him/her by such Letter of Grant. The Exercise Price for each Option shall be a price between 30% to 60% of the applicable Last Round Securities Price, unless otherwise determined by the Administrator. Subject to Applicable Laws, the Administrator may determine the Exercise Price to be the Fair Market Value on the date of grant or an amount higher or lower than such Fair Market Value, provided that if the Administrator specifically decides to provide for a lower price, such lower price shall not be lower than the face value of the Shares. Post Listing, the Exercise Price shall be in compliance with the SBEB Regulations as applicable from time to time.” 4. We request you to note that: (i) Regulation 17 of the SEBI SBEB & SE Regulations, which is applicable to the Company does not mandate a specific exercise price or a specific percentage of discount on the prevailing market price in terms of determining the exercise price of Options, but only requires that the exercise price or pricing formula (as determined by the Company) to be in accordance with the applicable accounting policies. There is no restriction on granting the nomination and remuneration committee (“NRC”) the authority to determine such exercise price. (ii) The NRC of the Company has been constituted by its board of directors (“Board”) in accordance with regulations issued by the Securities and Exchange Board of India and has the discretion to determine the exercise price for Options under the ESOP 2014. (iii) Further, ESOP 2014 provides that the exercise price cannot be lower than the face value of the shares of the Company as on the date of grant, but can range between the face value of the equity shares of the Company and an amount higher than the ‘Fair Market Value’ (as defined in the ESOP 2014), and the NRC may determine it to be at a discount of 30% (thirty percent) to 60% (sixty percent) on the applicable ‘Last Round Securities Price’ (as defined in the ESOP 2014) / the ‘Market Price’ of the equity shares of the Company (as defined [Showing first 8,000 characters — download PDF for full document]