Rane (Madras) Limited has appointed Pawan Kumar Choudhary as Senior Managerial Personnel (President – Compo Division) effective August 20, 2026. The appointment aligns with the completion of its acquisition of Hindustan Composites' Friction Business.

The Board of Directors approved the appointment based on recommendations from the Nomination and Remuneration Committee. Choudhary's term runs from August 20, 2026, to August 31, 2027. This follows his resignation as Managing Director and Key Managerial Personnel of Hindustan Composites on the same date to facilitate his transfer to Rane.

Leadership Transition

Choudhary, a Chartered Accountant and Company Secretary with over 45 years of experience in corporate finance, M&A, and general management, has been associated with Hindustan Composites for three decades. He played an instrumental role in driving the growth of its friction business.

He continues to serve as a Non-Executive Director of Hindustan Composites. Additionally, he serves as an Independent Director on the Board of Prabhukripa Overseas Limited.

Integration Context

The appointment is pursuant to the Business Transfer Agreement executed with Hindustan Composites for the acquisition of its friction business. The transaction was completed effective August 20, 2026, following the fulfilment of customary regulatory approvals.

Hindustan Composites' Friction Business will be integrated into Rane's Brake Components Business in a phased manner to maximize value for customers and stakeholders. The move aims to drive operational synergies while leveraging complementary strengths.

Four other Senior Management Personnel were also transferred to Rane effective August 20, 2026:

• Nakuleshwar Chatterjee, Sr. V.P. – Sales
• Vimal Kiritkumar Desai, G.M. – Purchase
• G. M. Indapawar, Sr. V.P. – Works
• T.N. Venkatramani, V.P. – R & D

The transaction is expected to be earnings per share accretive from year one onwards.

Hindustan Composites Limited shareholders have approved the slump sale of its Friction Business Undertaking to Rane (Madras) Limited for ₹370 crore, marking a major strategic shift for the auto-component maker. The special resolution was passed on August 11, 2026, following a postal ballot that concluded on August 8, 2026. This divestment, which accounted for 84% of the company’s turnover in FY26, aims to unlock embedded value, reduce capital intensity, and simplify operations. The proceeds are expected to be deployed for long-term investments and a special dividend to shareholders.

The transaction is structured as a slump sale under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The agreement for sale was executed on June 30, 2026, subject to shareholder approval, which has now been obtained. The completion of the transfer is expected on or before September 30, 2026, subject to closing conditions and other precedents outlined in the Business Transfer Agreement (BTA).

Transaction Details

The buyer, Rane (Madras) Limited, is part of the Chennai-based Rane Group, a leading supplier of automotive components including steering, suspension, and brake systems. The transaction is not a related-party deal. The consideration of ₹370 crore is to be received in cash, subject to transaction adjustments specified in the BTA.

Voting Breakdown

The resolution received near-unanimous support from participating shareholders. Promoter and promoter group entities, holding 11,073,060 shares, did not cast votes. Public institutional holders with 4,267 shares also abstained. The decisive vote came from public non-institutional shareholders.

Strategic Rationale

Management stated that the divestiture aligns with priorities to enhance shareholder value by exiting a capital-intensive segment facing intensifying competition and technology disruption. The sale avoids a significant upcoming capital expenditure cycle required to keep the friction business competitive. By reducing operational complexity, the company aims to direct resources toward core segments, resulting in a more predictable earnings profile. The net proceeds will strengthen the balance sheet and are expected to be EPS-accretive.