Shareholders meeting

9th July, 2026 The Manager, The Manager – Listing Department of Corporate Services, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5th Floor, ‘G’ Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai- 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 509635 SYMBOL: HINDCOMPOS Dear Sir/Madam, Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice Pursuant to the provisions of Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed herewith the Postal Ballot Notice dated 30th June, 2026 together with the Explanatory Statement setting out the material facts and reasons thereof and additional information as required under the Listing Regulations and Postal Ballot Form forming part of the Postal Ballot Notice (“Notice"), seeking approval of members by way of the Special Resolution as set out in the said notice. The Postal Ballot notice along with postal ballot form is being sent through permitted modes to all the Members, whose names appeared in the Register of Members or List of Beneficial Owners maintained by the Depositories as on the close of business hours on Tuesday, 30th June, 2026 (‘cut-off date’). The copy of the Notice along with the explanatory statement, Postal Ballot Form, instructions and manner of voting including remote e-voting process is available on the Company’s website at www.hindcompo.com, websites of the Stock Exchanges at www.bseindia.com and at www.nseindia.com and website of National Securities Depository Limited, at www.evoting.nsdl.com. Pursuant to provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and other applicable laws, rules and regulations read with applicable circulars issued by the Ministry of Corporate Affairs (‘MCA’) from time to time in this regard and applicable SEBI Circular(s), the Company has engaged the services of the National Securities Depository Limited (“NSDL”), to provide remote e-voting facility, which will commence on Friday, 10th July, 2026, at 9.00 A.M. (IST) and will end on Saturday, 8th August, 2026 at 5.00 P.M. (IST). During this period the members of the Company holding shares as on the cut-off date shall be entitled to vote. The remote e-voting module shall be disabled by NSDL thereafter. Kindly take the same on your record. Thanking you, Yours faithfully, For Hindustan Composites Limited Arvind Purohit Company Secretary & Compliance Officer Membership No.: A33624 Encl.: As above. Hindustan Composites Limited CIN: L29120MH1964PLC012955 Reg. Off.: Peninsula Business Park, Tower A, 8th Floor, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Tel: (91)(22) 6688 0100, E-mail: hcl@hindcompo.com, Website: www.hindcompo.com POSTAL BALLOT NOTICE (Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014) Voting starts on Voting ends on Friday, 10th July, 2026 at 9.00 a.m. (IST) Saturday, 8th August, 2026 at 5.00 p.m. (IST) Dear Member(s), NOTICE is hereby given to the Members of Hindustan Composites Limited (“Company”) pursuant to provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and other applicable laws, rules and regulations read with applicable circulars issued by the Ministry of Corporate Affairs (‘MCA’) from time to time in this regards and applicable SEBI Circular(s) that the resolution as set out hereunder is proposed to be passed as special resolution through Postal Ballot process including voting by electronic means (“remote e-voting”). The proposed resolution along with the statement, pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 pertaining to the said resolution setting out the material facts and the reasons thereof, is also appended to this Postal Ballot Notice. The Board of Directors of the Company has appointed CS Manish Baldeva, Proprietor of M/s. M Baldeva Associates, Company Secretaries, Mumbai (FCS No.: 6180/CP No.: 11062) as scrutinizer for conducting the postal ballot process including remote e-voting in accordance with law in a fair and transparent manner. The Company has engaged the services of the National Securities Depository Limited (“NSDL”), to provide remote e-voting facility. The procedure for remote e-voting is provided in the notes to this Postal Ballot notice. Members are requested to read the instructions in the notes so as to cast their vote electronically. Only the members of the Company holding shares as on Tuesday, 30th June, 2026, i.e. the cut-off date, will be entitled to vote. The remote e-voting will commence on Friday, 10th July, 2026, at 9.00 A.M. (IST) and will end on Saturday, 8th August, 2026 at 5.00 P.M. (IST). SPECIAL BUSINESS: 1) Approval for sale of Friction Business Undertaking under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 on slump sale basis and in this regard, if though fit, to pass the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and such other laws for the time being in force and in accordance with the Memorandum and Articles of Association and subject to such other permissions, consents, sanctions and approvals, as may be required, and based on the approval and recommendation of the Board 1 | P age of Directors of the Company (hereinafter referred to as the “Board” which term shall include a committee thereof), the consent of the members of the Company be and is hereby accorded to the Board, to sell and transfer to Rane (Madras) Limited, (herein after referred to as the “RML”), a Company having CIN L65993TN2004PLC052856 and registered office at Maithri, No. 132, Cathedral Road, Chennai - 600086, Tamil Nadu, as a going concern by way of slump sale (as defined under Section 77 of the Income Tax Act, 2025), the Friction Business Undertaking wherein ''Friction Business Undertaking'' means the Friction Business comprising of manufacturing, developing, marketing and sale (including by the way of export) of fibre based friction materials, including brake linings, brake blocks, brake pads, roll linings, clutch facings, clutch buttons, brake discs, woven roll linings and friction sheets, related to automotive, rail and industrial applications and such other ancillary activities undertaken in connection with the said business (as described in the explanatory statement) and as set out in the Business Transfer Agreement executed between the Company and the RML, for a lumpsum cash consideration of Rs. 370.00 Crores (Rupees Three Hundred Seventy Crores only), with effect from such date, in such manner and on such terms and conditions as specified in [Showing first 8,000 characters — download PDF for full document]