Transaction Background

The disclosure is in furtherance to the intimation made to the Stock Exchanges on March 29, 2026, which announced approval for the execution of certain documents and transactions. The executed documents include:

  • Share Purchase and Subscription Agreement (SPSA) between Setco Auto Systems Private Limited (SASPL), RSB Transmissions (I) Limited (Purchaser), Setco Automotive Limited, and other parties
  • Shareholders' Agreement between Setco Automotive Limited, SASPL, Purchaser, and other parties
  • Non-compete agreement between Setco Automotive Limited, SASPL, the Purchaser and other parties

These are collectively referred to as the "Transaction Documents".

Transaction Completion

The closing of the transaction contemplated under the SPSA occurred on May 27, 2026 (the "Closing Date").

Specific Transaction Details

Pursuant to the terms of the SPSA, Setco Automotive Limited has completed the sale and transfer of 4,47,847 equity shares of SASPL to the Purchaser (RSB Transmissions (I) Limited). This represents approximately 41% of the paid-up share capital of SASPL on a fully diluted basis.

Corporate Structure Impact

With effect from the Closing Date (May 27, 2026), SASPL has ceased to be a subsidiary of Setco Automotive Limited.

Control Transfer

Pursuant to the Shareholders' Agreement, the Purchaser (RSB Transmissions (I) Limited) has acquired control over SASPL, including the right to control the composition of the board of directors and management of SASPL, in accordance with the terms of the agreement.