BSECompany Update11 Aug 2026 · 11 Aug 2026, 04:41 pm

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Hindustan Composites Ltd · 509635

✦ AI SummaryDivestiture

Hindustan Composites Ltd has announced that its members have approved the sale of its Friction Business Undertaking to Rane (Madras) Limited through a slump sale on a going concern basis. The sale is expected to be completed by September 30, 2026, and the consideration received will be INR 370 Crore.

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Earnings Impact2/10
Growth Catalyst1/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk2/10
Liquidity Impact5/10
Market Sentiment4/10

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Hindustan Composites Ltd - 509635 - Members Have Approved The Slump Sale Of Friction Business Undertaking

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11th August, 2026 Manager (CRD) The Manager – Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai- 400 050 Mumbai - 400 001 Symbol: HINDCOMPOS Scrip Code: 509635 Dear Sir, Sub.: Disclosure pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Postal Ballot results declared on 11th August, 2026, we hereby inform you that the Members of the Company have approved the sale of Friction Business Undertaking under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of Listing Regulations, as a going concern, on slump sale basis by way of passing special resolution through Postal Ballot process as set out in the Postal ballot notice dated 30th June, 2026. The details as required under the SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026 are same as per ‘Annexure A’ of our earlier intimation dated 30th June, 2026, which is enclosed herewith and forms part of this disclosure. This intimation is being made to inform that the members’ approval for the proposed transaction has been duly obtained. Kindly take the above on your record. Thanking you, Yours faithfully, For Hindustan Composites Limited Arvind Purohit Company Secretary & Compliance Officer Membership No.: A33624 Encl.: As stated above ‘Annexure A’ of our earlier intimation dated 30th June, 2026 Disclosure pursuant to the provisions of Regulation 30 and Part A of Schedule III of the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 DATED 30th January, 2026 (Sale or disposal of Business Undertaking) Sr. Particulars Information of such events a) The amount and percentage of The 'Friction Business Undertaking' of the the turnover or revenue or Company achieved Turnover of INR 315.04 income and net worth crores (Indian Rupees Three Hundred Fifteen contributed by such unit or Crores and Four Lakhs only) representing 84% division or undertaking or of the turnover of the Company for the subsidiary or associate company financial year ended March 31, 2026. of the listed entity during the last financial year; The networth of the Friction business under transfer is INR 69.52 crores (Indian Rupees Sixty-Nine Crores and Fifty-Two Lakhs only) which represents 7.50% of networth of the Company as at March 31, 2026. b) Date on which the agreement for The agreement is being executed on 30th June, sale has been entered into; 2026, which is subject to the shareholders’ approval. c) The expected date of completion The completion of the slump sale of the of sale/disposal; 'Friction Business Undertaking' shall be subject to prior approval of the shareholders of the Company and completion of other conditions precedent in accordance with the terms of the BTA. The completion of the transfer is expected on or before 30th September, 2026, subject to closing conditions. d) Consideration received from INR 370 Crore (Indian Rupees Three Hundred such sale/disposal and Seventy Crores Only) to be received in cash, subject to certain transaction adjustments as specified in the BTA, on the closing date. e) Brief details of buyers and Name of the Buyer: whether any of the buyers belong Rane (Madras) Limited having corporate to the promoter/promoter identification number group/group companies. If yes, L65993TN2004PLC052856. details thereof; The Buyer does not belong to Promoter or Promoter Group. f) Whether the transaction would No fall within related party transactions? If yes, whether the same is done at "arm's length"; g) Whether the sale, lease or Yes, the proposed Sale Transaction is being disposal of the undertaking is undertaken outside a scheme of arrangement. outside Scheme of Arrangement? The proposed Sale Transactions fall within the If yes, details of the same scope of Section 180(1)(a) of the Companies including compliance with Act, 2013 and Regulation 37A of the SEBI regulation 37A of LODR LODR Regulations. Approval of the Regulations shareholders by way of special resolution under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of the Listing Regulations shall be sought through the Postal Ballot process. The resolution and the required information will be provided to the shareholders in the explanatory statement to the notice pursuant to the provisions of Section 102 of the Companies Act, 2013 and Regulation 37A of Listing Regulations. h) Additionally, in case of a slump sale, indicative disclosures provided for amalgamation/merger, shall be disclosed by the listed entity with respect to such slump sale h(i) name of the entity(ies) forming The Seller is Hindustan Composites Limited part of the slump sale, details in having turnover of INR 375.01 Crores (Indian brief such as, size, turnover etc.; Rupees Three Hundred Seventy-Five Crores and One Lakh Only) during the financial year ended March 31, 2026 and net worth of INR 926.65 Crores (Indian Rupees Nine Hundred Twenty- Six Crores and Sixty-Five Lakhs Only) as on March 31, 2026. The Buyer is Rane (Madras) Limited having turnover of INR 3,863.42 Crores (Indian Rupees Three Thousand Eight Hundred Sixty-Three Crores and Forty Two Lakhs Only) during the financial year ended March 31, 2026 and net worth of INR 773.20 Crores (Indian Rupees Seven Hundred Seventy Three Crores and Twenty Lakhs Only) as on March 31, 2026. h(ii) whether the transaction would No fall within related party transactions? If yes, whether the same is done at “arm’s length”; h(iii) Area of business of the entity(ies); The Company currently engaged in, inter alia, 1. business comprising of development, manufacturing and marketing of friction material related to automobile, railway and industrial applications (“Friction Business”); 2. Treasury and Investment Business; 3. Commodity Trading. Business of Buyer: Rane (Madras) Limited (RML) is part of the Rane Group of Compares, a leading auto component group based out of Chennai. RML is a preferred supplier to major OEMs and Aftermarket in India and abroad. RML manufactures various automotive products, viz. Steering and Suspension systems, Brake components, Engine components and Light Metal Casting components. Its products serve a variety of industry segments including Passenger Vehicles, Commercial Vehicles, Farm Tractors, Two-wheelers, Three-wheelers, Railways and Stationery Engines. h(iv) Rationale for slump sale; The transfer of Company’s friction business comprising of development, manufacturing and marketing of friction material related to automobile, railway and industrial applications (“Friction Business”) to Rane (Madras) Limited (RML) is a strategic move and aligns with the Company’s stated priorities of enhancing shareholders’ value. The divestiture unlocks embedded value that was not fully reflected in the Company's market capitalization, with the consideration reflecting the strategic premium a scaled industry leader such as RML is positioned to realize. RML’s Friction Business offers a natural fit for the transfer of Company’s Friction Business. The transaction is expected to streamline our portfolio by reducing complexity and simplifying operations, enabling management attention and resources to be directed to the segments that are core to our long-term strategy. The proceeds, net of transaction cost and tax expenses, will be deployed to fund investments in line with our long term strategy of enhanced shareholders’ value, with a portion expected to be returned to shareholders by way of a special dividend. The transaction also avoids a significant upcoming capital expenditure cycle required to keep the Friction Business competitive, strengthens the Company's [Showing first 8,000 characters — download PDF for full document]