Hindustan Composites Ltd

Key Update

• Slump sale of Friction Business Undertaking to Rane (Madras) Limited completed; effective 20 August 2026.
• Senior Management Personnel transferred to RML: Nakuleshwar Chatterjee; Vimal Desai; G. M. Indapawar; T. N. Venkatramani.
• Pawan Kumar Choudhary resigns as MD and KMP; remains Non-Executive Director.
• Transfer aligns with slump sale; MD/KMP transition filed under Regulation 30.

Slump sale completion and SMP transfers

• Slump sale of Friction Business Undertaking completed; transfer effective 20 August 2026.
• SMP transfers to RML from 20 August 2026: Nakuleshwar Chatterjee (Sales).
• Vimal Desai (Purchase) transferred; G. M. Indapawar (Works) transferred.
• T. N. Venkatramani (R&D) transferred.
• Reason: transfer under the BTA slump sale dated 30 June 2026.
• Event occurred 20 August 2026 at 9:20 p.m.

MD resignation and related changes

• Pawan Kumar Choudhary resigns as MD and KMP; effective 20 August 2026.
• Continues as Non-Executive Director.
• Resignation to facilitate transfer to RML under BTA.
• Ceases to be authorised person for materiality disclosures.
• Resignation letter enclosed.

Slump sale of Friction Business

• Shareholders approved the sale of Friction Business Undertaking on a slump sale basis via postal ballot.
• Buyer is Rane (Madras) Limited; not from the promoter group.
• Consideration: INR 370 crore in cash, subject to closing adjustments.
• Completion is expected by 30 September 2026, subject to closing conditions.
• Friction Business turnover INR 315.04 crore (84% of company turnover); net worth INR 69.52 crore.
• Seller Hindustan Composites turnover INR 375.01 crore; net worth INR 926.65 crore as at 31 Mar 2026.
• Buyer turnover INR 3,863.42 crore; net worth INR 773.20 crore as at 31 Mar 2026.
• Transaction is outside a scheme of arrangement; shareholder approval via postal ballot.
• Proceeds net of costs to fund investments; portion may be returned as a special dividend.

Purpose of postal ballot

• Special resolution to approve sale of Friction Business Undertaking on slump sale basis.

Resolution details

• Resolution: Special resolution under Section 180(1)(a) for sale of Friction Undertaking.

Outcome and voting results

• Polled votes: 623,686 (4.22% of total shares).
• In favour: 617,183; Against: 6,503.
• 96% in favour on votes polled.
• Deemed passed on 8 August 2026.
• Results declared on 11 August 2026.

Material impact and terms

• Impact: Sale of Friction Business Undertaking; major asset sale.
• Terms: Slump sale basis.
• Legal basis: Section 180(1)(a) and Reg 37A SEBI LODR.

Meeting Details

• Date: 23 July 2026; time and venue not disclosed.

Key Agenda Items

• To consider and approve unaudited standalone and consolidated financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026 to 25 July 2026 for specified persons.