Agreements

Rane Registered Office: "Maithri", No. 132, Cathedral Road, Chennai - 600 086 +91-44-2811 2472 Rane (Madras) Limited www.ranegroup.com CIN: L65993TN2004PLC052856 //Online Submission// RML/SE/025/2026-27 June 30, 2026 BSE Limited National Stock Exchange of India Ltd. Listing Centre NEAPS Scrip Code: 532661 Symbol: RML Dear Sir / Madam, Sub: Acquisition - Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (`SEBI LODR') This is to inform that pursuant to the approval of the Board of Directors of the Company, at their meeting held on June 30, 2026, the Company has entered into a Business Transfer Agreement (`BTA') with M/s. Hindustan Composites Limited ('HCL') for acquisition of its friction business along with the assets, liabilities, contracts, licenses, employees etc., as a going concern on a slump sale basis, which is subject to fulfilment of customary closing conditions, including receipt of necessary approval(s), consent(s), as specified in the BTA. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. H0/49/14/14(7)2025-CFD- POD2/1/3762/2026 dated January 30, 2026 are furnished in Annexure — A & B. A detailed press release in this regard is also enclosed. 1$ : The meeting of the Board of Directors commenced at 17:30 hrs and concluded at 12 hrs. (1ST). We request you to take the above on record and note the compliance under above referred regulations of SEBI LODR. Thanking you, Yours faithfully, For Rane (Madras) Limited Venkatraman Secretary Encl: a/a Page 1 of 3 Rane (Madras) Limited Continuation sheet... Annexure A to our letter no. RML/SE/025/2026-27 dated June 30, 2026 Acquisition of Friction business of Hindustan Composites Limited: Particulars Details a) name of the target entity, details in The Company proposes to acquire the friction business of brief such as size, turnover etc.; Hindustan Composites Limited (`HOU) as a going concern on a Slump Sale basis as per the terms and conditions laid down in the Business Transfer Agreement (ETAT b) whether the acquisition would fall No within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length"; c) industry to which the entity being Automotive components acquired belongs; d) objects and impact of acquisition Building on the Company's established leadership in the (including but not limited to, friction business, this acquisition establishes the Company as disclosure of reasons for acquisition market leader across all major segments. The acquisition is of target entity, if its business is expected to unlock substantial operational synergies outside the main line of business of through manufacturing scale, an expanded distribution the listed entity); network and enhanced R&D capabilities. The Company also acquires the brand "COMPO" and reinforces Rane's leadership position by expanding its reach across distributors, fleet operators and aftermarket channels. e) brief details of any governmental or Not Applicable regulatory approvals required for the _ acquisition; f) indicative time period for completion September 30, 2026, subject to fulfilment of customary of the acquisition; closing conditions, including receipt of necessary approval(s), consent(s). as specified in the BTA g) consideration - whether cash Cash consideration or share swap or any other form and details of the same; h) cost of acquisition and/or the price at Lumpsum consideration of Rs.370 crores on a which the shares are acquired; cash-free debt-free basis, payable on closing, subject to adjustments in accordance with the terms and conditions set out in the BTA. i) percentage of shareholding / control Not Applicable. acquired and / or number of shares acquired; j) brief background about the entity Business: Friction business of HCL includes business of acquired in terms of products/line of manufacturing and marketing of fibre-based friction material, business acquired, date of consisting of Brake Liners, Roll Lining, Brake Block, Clutch incorporation, history of last 3 years Facing etc. turnover, country in which the Date of Incorporation: July 01, 1964 acquired entity has presence and any other significant information (in Turnover of HCL for last three years (Rs. in cr.): brief); 2026 2025 2024 Overall Turnover 375.01 325.08 297.68 Friction Business 315.04 284.27 250.69 turnover Country of presence: India. "MAITHRI" ( 132, 0 Page 2 of 3 CATHEDRAL ROAD Rane (Madras) Limited Continuation sheet... Annexure B to our letter no. RML/SE/025/2026-27 dated June 30, 2026 Business Transfer Agreement: Particulars Details i) name(s) of parties with whom the Hindustan Composites Limited (`HCL') agreement is entered; ii) purpose of entering into the agreement; Proposed acquisition of friction business of HCL as a going concern on a slump sale basis (`Business Transfer') iii) shareholding, if any, in the entity with whom Nil the agreement is executed; iv) significant terms of the agreement (in brief) The BTA envisages the mutually agreed process special rights like right to appoint directors, and manner of completion of the Business Transfer first right to share subscription in case of and contains details including: issuance of shares, right to restrict any change in capital structure etc.; (i) The details of assets, receivables, IPRs, books, movables, contracts, employees, all such other assets, liabilities that are utilized or held or developed for exclusive use in the conduct of the friction business of HCL to be taken over / acquired by the Company from the HCL pursuant to the Business Transfer; (ii) Actions precedent to completion of the Business Transfer and closing actions by the both the parties. (iii) Certain non-compete and non-solicit restrictions on the parties after the closing of the Business Transfer. v) whether, the said parties are related to No promoter / promoter group / group companies in any manner. If yes, nature of relationship; vi) whether the transaction would fall within No related party transactions? If yes, whether the same is done at "arm's length"; vii) in case of issuance of shares to the parties, Not applicable details of issue price, class of shares issued; viii) any other disclosures related to such Nil agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; ix) in case of termination or amendment of Not applicable agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof. AD W "MAITHRI" 132, O CATHEDRAL ROAD Page 3 of 3 LANAI -6 Rine ExpandIng Horizons Rane (Madras) Limited to Acquire Friction Business of Hindustan Composites to Create India's Leading Friction Solutions Platform Chennai, India, June 30, 2026 — Rane (Madras) Limited (RML), today entered into an agreement with Hindustan Composites Limited (HCL) to acquire the Friction Business, as going concern, on slump sale basis for an enterprise value of INR 370 Crore (Rupees Three hundred and seventy crore), subject to the terms of the Agreement. HCL's Friction Business is a leading supplier of friction materials, with over six decades of experience across the automotive: railway, farm tractor, and industrial sectors. Its product portfolio includes brake linings, brake pads, brake blocks, clutch facings, and industrial friction products, backed by in-house R&D and a pan-India distribution network. It operates two manufacturing facilities in Paithan and Bhandara, Maharashtra. Based on the latest audited financial results, Friction Business [Showing first 8,000 characters — download PDF for full document]