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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Full Announcement
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
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