Nature of the Event

This is a regulatory disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing an update on the finalization of the divestment of Setco Automotive Limited's majority stake in its material subsidiary, Setco Auto Systems Private Limited (SASPL), to RSB Transmissions (I) Limited.

Key Quantitative Figures

  • Final purchase consideration for the sale securities: ₹215 Crores (Final Purchase Consideration)
  • Initial payment made on Closing Date: ₹207.6 Crores
  • Holdback Amount retained: ₹10 Crores
  • Additional payment released from Holdback Amount on July 29, 2026: ₹7.4 Crores
  • Balance amount adjusted against downward purchase consideration adjustment: ₹2.6 Crores
  • Initial Purchase Consideration (estimated): Approximately ₹185 Crores (as of December 31, 2025 financial position)

Dates of Action

  • March 29, 2026: Initial intimation regarding execution of Share Purchase and Subscription Agreement (SPSA)
  • May 28, 2026: Intimation of successful transaction closure and transfer of Sale Securities
  • July 29, 2026: Release of ₹7.4 Crores from Holdback Amount to the Company
  • July 31, 2026: Date of this regulatory disclosure

Parties Involved

  • Setco Automotive Limited (Company)
  • Setco Auto Systems Private Limited (SASPL) - material subsidiary
  • RSB Transmissions (I) Limited (Purchaser)

Transaction Details

The Final Purchase Consideration of ₹215 Crores was determined based on the finalization of closing accounts and determination of the final net debt and working capital position of SASPL as at the Closing Date. This represents an increase from the initial estimated consideration of approximately ₹185 Crores.

The payment structure was as follows:

  • On the Closing Date, the Purchaser paid ₹207.6 Crores to the Company and retained a Holdback Amount of ₹10 Crores
  • Following finalization of closing accounts, on July 29, 2026, the Purchaser released and paid ₹7.4 Crores from the Holdback Amount to the Company
  • The balance ₹2.6 Crores from the Holdback Amount was adjusted against the downward adjustment to purchase consideration

The Final Purchase Consideration does not include the deferred consideration separately disclosed in the Company's intimation dated March 29, 2026, which remains payable subject to the terms and conditions of the SPSA.