M/s. MR & Associates has resigned as the secretarial auditor of hindustan composites effective July 10, 2026, due to logistical challenges arising from the distance between the firm's office in Kolkata and the company's registered office in Mumbai. The resignation, which impacts the governance oversight of the company, was communicated to the stock exchanges on July 10, 2026, at 11.52 a.m.

The firm, which was appointed for a term of five consecutive years starting from the financial year 2025-26, submitted its resignation letter citing the geographical separation as the primary reason for stepping down. The disclosure was made under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of Resignation

The following table outlines the key particulars of the change in the secretarial auditor position:

The company has enclosed the resignation letter and the necessary disclosures as Annexure A to the filing. The resignation was formally signed by Cs Mohan Ram Goenka, Partner at MR & Associates. Hindustan Composites Limited is required to complete the necessary formalities under the Companies Act, 2013, and the SEBI Listing Regulations to appoint a successor.

Hindustan Composites has dispatched postal ballot notices to seek shareholder approval for the sale of its Friction Business Undertaking to Rane (Madras) Limited for a lump sum cash consideration of ₹370 crore. The transaction, proposed as a slump sale, encompasses the manufacturing, development, marketing, and sale of fibre-based friction materials, including brake linings and clutch facings, along with related assets and liabilities. The strategic divestiture aims to unlock embedded value and streamline the company’s portfolio by reducing operational complexity, with proceeds expected to be deployed towards long-term strategic investments and a potential special dividend.

The Board of Directors approved the proposal on June 30, 2026, subject to necessary consents and shareholder approval via a special resolution under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The sale is anticipated to be EPS-accretive and will reduce exposure to a capital-intensive segment facing technological disruption and competition. The transfer includes the company’s manufacturing plants located in Paithan and Bhandara, Maharashtra.

Voting Process and Timelines

Only members holding shares as on the cut-off date of June 30, 2026, are entitled to vote on the resolution. The company has engaged National Securities Depository Limited (NSDL) to facilitate remote e-voting, which commences on July 10, 2026, at 9.00 A.M. IST and concludes on August 8, 2026, at 5.00 P.M. IST. Shareholders can also cast their votes via physical postal ballot forms, which must reach the scrutinizer by the deadline on August 8, 2026.

CS Manish Baldeva, Proprietor of M/s. M Baldeva Associates, has been appointed as the scrutinizer to oversee the postal ballot and e-voting process. The results of the ballot will be announced on August 11, 2026, at the company’s registered office. The resolution requires approval by a special resolution, and if passed, will be deemed effective from the closing date of the voting process.

Key Event Dates

The company noted that none of the promoters, directors, or key managerial personnel are interested in the proposed resolution, financially or otherwise. The detailed notice and explanatory statement are available on the company’s website and the websites of BSE Limited and National Stock Exchange of India Limited.