Your Board of Directors hereby present to you the Twenty
First Annual Report covering the operational and financial
performance together with the accounts for the year ended
March 31,2025 and other prescribed particulars:

1. State of Company's affairs

During the year under review, your company completed
a significant milestone successfully by completing the
amalgamation of Rane Engine Valve Ltd. and Rane
Brake Lining Ltd. into the Company, effective April 7,
2025. The merged entity will now operate through
five focused businesses, each aligned with specific

product groups and customer segments. The Steering
and Linkage business, the Light Metal Castings
business, which was part of the Company and then the
Engine Components business from REVL, the Brake
Components business from RBL, A new Aftermarket
Products business has been established to consolidate
products to channelize the synergy amongst the sales
teams and cross-leverage product and market strength
across the aftermarket portfolio.

The company's consolidated revenue was '3,421
crores with an EBITDA margin of 8.7%. The company
won several new programs across product categories.

1.1. Financial Performance

The standalone financial highlights of the year under review are as follows:

The Key Performance Indicators, operational
performance and summary on balance sheet are
furnished in page no. 1 of this annual report and
significant changes in key ratios are discussed in
Management Discussion and Analysis Report and notes
to the financial statements.

The total standalone turnover of the company was
'3364.45 crores, which is an increase of 1.4% over the
previous year. The total consolidated turnover of the
Company was '3364.28 crores which is a decrease
of 1.4% from the previous year turnover of '3412.49
crores. The consolidated net profit stood at '37.65

crores as against '54.76 crores compared to the
previous FY 24.

The Company has a Profit After Tax (PAT) of '49.61
crores, which is 1.47% of the turnover. This resulted in
an Earnings Per Share (EPS) of '17.95 for FY 2024-25
as against '24.10 in the previous year. The Company
continues to be a subsidiary of Rane Holdings Limited
(RHL / Holding Company). There was no material
change or commitments, affecting the financial position
of the Company between the end of the financial year
and date of the report apart from those disclosed in the
financial statements section of this annual report. There
was no change in nature of business during the year.

1.2. Appropriation

The Company has carried forward a loss of '(92.38)
crores and no amounts were transferred to the
General Reserves. The Board of Directors, taking into
consideration, the operational performance, financial
position of the Company has recommended a dividend
of 80% (i.e., '8/- per share of '10/- each, fully paid-up)
for approval of shareholders at the ensuing 21^st Annual
General Meeting (AGM) scheduled to be held on
August 05, 2025. The total dividend payable on equity
shares for FY 2024-25 would be '22.11 crores.

On declaration of the dividend by the shareholders,
it will be paid on August 14, 2025 to all the eligible
shareholders, whose name appears in the register of
members of the Company as on July 29, 2025, being
the Record Date fixed for this purpose, subject to
deduction of tax at source where applicable. The total
of dividend payable for the FY 2024-25 would be '8/-
per equity share of a face value of '10/- each.

Considering the above, the Board has carried forward
'(92.38) crores as deficit in the profit and loss account.

The dividend pay-out is in accordance with the
Company's Dividend Distribution Policy. The policy is
available under the Corporate Governance section on
the Investor's page on the website of the company at
the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/.

1.3. Merger / Scheme of Amalgamation

The Board of Directors of the Company at their
meeting held on February 09, 2024 has considered and
approved Scheme of Amalgamation of Rane Engine
Valve Limited and Rane Brake Lining Limited with
and into Rane (Madras) Limited and their respective
shareholders, in terms of the provisions of Section(s)
230 to 232 and other applicable sections and provisions
of the Companies Act, 2013 ('Act') read together with
the rules made thereunder ('Scheme').

BSE Limited and National Stock Exchange of India
Limited have vide their letters dated July 18, 2024
given 'No adverse observation / No objection' to the
Scheme. The Company has obtained the approval
of the Secured Creditors. The Scheme has also
been approved by the shareholders and unsecured
creditors on November 20, 2024 and November 21,
2024 respectively. The Hon'ble National Company
Law Tribunal, Chennai Bench vide their order dated
March 24, 2025 sanctioned the Scheme. The Scheme
came into effect from April 07, 2025.

The merger significantly simplifies the group structure
by consolidating listed group companies and aligns
public shareholder's interest by uniting the investments
in a single listed entity.

1.4. Credit rating

During the year, CRISIL reviewed and re-affirmed
the Long-Term Rating at 'CRISIL A' continuing
with 'Rating Watch with Positive Implications' and
Short-Term Rating at 'CRlSlL A1'. The review in ratings of
RML reflects the healthy performance in fiscal 2024
and expected sustained performance over the
medium term supported by steady demand scenario
for the automobile sector, and improved operating
performance.

Further, Long-Term Rating for the Company's rated
facilities has been upgraded from 'CRISIL A' to
'CRISIL A '. The rating action follows the announcement
of completion of merger referred to in para 1.3 of this
report.

These have been disclosed to stock exchanges and
made available on the Company's website. The
Corporate Governance section of this report carries the
details of credit rating.

1.5. Share Capital

During the year under review, there was no change
in capital structure of the Company and as at the
year ended March 31, 2025 the paid-up capital of
the Company stood at '16,26,52,670/- consisting of
1,62,65,267 fully paid-up equity shares of '10/- each.

The Company on April 23, 2025 allotted 1,13,71,870
equity shares of Rs.10/- each fully paid-up, to such
eligible shareholders of Rane Engine Valve Limited and
Rane Brake Lining Limited who were holding shares
as on April 22, 2025 (Record Date) in accordance with
the share exchange ratio prescribed in the Scheme
of Amalgamation. The allotted shares shall rank pari-
passu in all respects with the existing equity shares of
the Company.

Accordingly, the issued and paid-up equity share capital
of the Company stands increased from '16,26,52,670/-
comprising of 1,62,65,267 equity shares of '10/-
each fully paid-up to '27,63,71,370/- comprising of
2,76,37,137 equity shares of '10/- each fully paid-up.

1.6. Management Discussion & Analysis

The business of your Company is manufacturing and
marketing of auto components for transportation
industry viz., steering and suspension systems, linkage
products, steering gear products and aluminium alloy
based high pressure die-casting products, brake
components and engine components. The analysis on
the performance of the industry, the Company, internal
control systems, risk management are presented in the
Management Discussion and Analysis report forming
part of this report under 'Annexure A'

1.7. Subsidiaries, Associate and Joint Venture Companies

1.7.1 Overseas Subsidiaries

Rane Automotive Components Mexico S. de. R. L. de
C. V. (RACM). RACM belongs to the same business
domain as that of the Company. RACM is a Step Down
Subsidiary held entirely by the Company directly and
through Rane (Madras) International Holdings B.V,
The Netherlands (RMIH).

During the year under review a sum of 56.17 million
MXN$ was invested through wholly owned subsidiary
RMIH by way of contribution towards fixed and
variable capital of RACM to meet capex and working
capital requirements. The total investments in RACM
directly by the Company and through its WOS RMIH is
MXN$ 56.18 million.

During the year Euro 2.5 million was invested in RMIH
for onward investment to RACM. The total investment
in RMIH by the Company is Euro 6.89 million
towards Equity and Non-Cumulative Non-Convertible
Redeemable Preference Shares.

All the overseas investments and financial commitments
of the Company are within the applicable limits
prescribed under the Foreign Exchange Management
Act, 1999 and regulations framed thereunder for the
time being in force.

The highlights of performance of subsidiary companies
and their contribution to the overall performance of the
Company during the year under review are provided
in the section 'Management Discussion & Analysis'
forming part of this report. The Company does not have
any associate or joint venture for the year under review.

1.8. Consolidated Financial Statements

The consolidated financial statements of the Company
are prepared based on the financial statements of the
subsidiary Companies viz., Wholly Owned Subsidiary
- Rane (Madras) International Holdings B.V, The
Netherlands, Rane Automotive Components Mexico S.
de. R. L. de C. V. (RACM).

The Company has followed the methodology prescribed
under applicable accounting standards for consolidation
of financial statements of the subsidiary companies
i.e., each line item of income, expenditure, assets
and liabilities have been consolidated one hundred
percent. On consolidation, the assets and liabilities of
foreign subsidiaries are translated into INR at the rate
of exchange prevailing at the reporting date and their
statements of profit or loss are translated at average of
daily exchange rates prevailing during the year.

The salient features of financial statements of
the subsidiary companies are provided in Form
AOC-1 forming part of this annual report in terms of
the provisions of Section 129(3) of Act. The Company
will make available a soft copy of the annual report and

annual accounts of the subsidiary companies to any
member on request of the same in accordance with the
provisions of Section 136 of the Act. Further, the annual
financial statements of the subsidiary companies have
also been made in the Investor's section on the website
of the Company at www.ranegroup.com.

2. Board of Directors and Management

2.1 . Composition

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee
and Risk Management Committee are constituted
in accordance with the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (SEBI LODR), wherever applicable. The Board of
Directors has also constituted an Executive Committee,
Finance Committee, Investment Committee, Working
Committee and Issue & Allotment Committee. The
Corporate Governance Report given in 'Annexure F'
contains an overview of the role, terms of reference,
meetings and composition of the Board of Directors of
the Company and its Committees.

The following are the details of changes in composition
of the Board of Directors and its Committees:

a. Mr. Harish Lakshman, Chairman was also appointed
as Managing Director of the Company with effect
from April 01, 2025. The same was approved by
the shareholders by way of Postal Ballot on March
14, 2025.

b. Consequently, the Stakeholders' Relationship
Committee and Nomination and Remuneration
Committee is re-constituted by inducting
Mr. Ganesh Lakshminarayan in place of Mr. Harish
Lakshman with effect from April 01,2025.

c. Mr. Vikram Taranath Hosangady (DIN:09757469)
was appointed as an Independent Director by the
Board of Directors with effect from May 28, 2025
based on the recommendations of the Nomination
and Remuneration Committee. The approval of
the shareholders of the Company is being sought
at the ensuing Annual General Meeting for his
appointment as an Independent Director. He
ceases to be Non-Executive Non-Independent
Director with effect from close of business hours
on May 27, 2025.

There were no other changes in the composition of the
Board of Directors during this year.

The Board of Directors is of the opinion that the
Directors proposed for appointment / re-appointment
at the ensuing 21^st AGM of the Company possess
integrity, necessary expertise, relevant experience and
proficiency and the Corporate Governance Report
annexed to this report contains necessary disclosures
regarding such Director(s).

The terms and conditions of appointment of
Independent Directors have been disclosed in the
Corporate Governance section on the Investor's page
of the website of the Company at the web-link: https://
ranegroup.com/investors/rane-madras-limited-2/

All the Directors have affirmed compliance with the
Code of Conduct of the Company. The Independent
Directors have further affirmed that they satisfy the
criteria laid down under section 149(6) of the Act
and Regulation 25 and other applicable regulations
of SEBI LODR as amended from time to time. Further,
in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs (IICA) and have qualified
the proficiency test, if applicable to them. The Board of
Directors at its first meeting of the FY 2024-25 has taken
on record the declarations and confirmations submitted
by the Independent Directors. During the year, the
Board had not appointed any person as an Alternate
Director for an Independent Director on the Board. The
Company has obtained a certificate from a Company
Secretary in Practice stating that none of the Directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as Directors of companies by the SEBI / Ministry of
Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Harish Lakshman (DIN:00012602) retires by rotation
at the ensuing 21^st AGM, being eligible, he offers himself
for re-appointment. The proposal for re-appointment
of Mr. Harish Lakshman as a Director is included in the
notice convening the 21^st AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and
Committees of the Board is circulated to the Directors
in advance. During the year, four (4) Board Meetings
were convened and held, the details of which are given
in the Corporate Governance Report. The gap between
two consecutive meetings of the Board of Directors was
less than 120 days. The details of committee meetings
are provided in the Corporate Governance Report.
For eligible matters, the Board / its Committees may
also accord approvals through resolutions passed by
circulation.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess
the quality, quantity, timeliness of flow of information
between the management and the Board and review
the performance of the Non-Independent Directors.
The Independent Directors expressed that the current

flow of information was timely and of superior quality
which enable them to effectively perform their duties
and that they are satisfied with the performance of
Non-Independent Directors.

2.5. Board evaluation

The annual evaluation of the performance of the Board,
functioning of its Committees, individual Directors,
and the Chairman of the Board was carried out based
on the criteria formulated by the Nomination and
Remuneration Committee (NRC).

To all the directors, a structured questionnaire was
sent seeking feedback and any comments on various
parameters as recommended by the NRC. As regards
evaluation of the functioning of the Board as a whole,
including Committee(s) thereof, key focus areas for
evaluation were on aspects like Board diversity and skill
set to review strategies, risk management dimensions
and processes, flow of information, adequacy and
timeliness of agenda materials, effectiveness of
presentations and more importantly the processes of
reviewing strategic matters, annual operating plan,
strategic business plan and guiding the management.

The performance of the Individual Directors, including
Independent Directors were evaluated through peer
evaluation. The performance of Chairman was also
evaluated on countenances such as ensuring top-
level policy framework, creating an open environment
for exchange of views besides ensuring effective
mechanism for implementing board action points.

In forming the evaluation criteria of Directors, attributes
such as commitment, competency and sectoral
knowledge, contributions to Board discussions and
decisions and staying up to date on recent trends, being
aware of macro level developments and networking
skills were considered.

The feedback outcomes including comments /
suggestions, along with action plans, if any, on matters
requiring attention of the board were discussed by the
Chairman.

The evaluation framework includes mechanism to share
evaluation feedback on individual directors to the NRC,
wherever required.

The performance review of Non-Independent Directors
were carried out by the Independent Directors in their
separate meeting held during the year.

2.6. Familiarisation program for Independent Directors

The details of familiarisation programmes for
Independent Directors have been disclosed in the
Corporate Governance section on the Investor's
page of the website of the Company at the web-link:
https://ranegroup.com/investors/rane-madras-limited-2/

2.7. Key Managerial Personnel & Senior Management
Personnel

During the year under review, Ms. Gowri Kailasam
completed her term as 'Manager' of the Company on
January 20, 2025. Mr. Harish Lakshman was appointed
as 'Managing Director' with effect from April 01,2025.

As at the year ended March 31, 2025,

Mr. B Gnanasambandam, Executive Vice President -
Finance & Chief Financial Officer (CFO) and Ms. S Subha
Shree, Secretary, hold the office of Key Managerial
Personnel (KMP), respectively, within the meaning of
Section 2(51) of the Act.

The Senior Management Personnel (SMPs) other
than KMPs, are Ms. Gowri Kailasam (CEO-SLD &
LMCD), Mr. Giriprasad T (President-APD), Mr. Aditya
Ganesh (President-LMCD and Strategy Head-SLD),
Mr. R Balakrishnan (President - BCD) and Mr. S Rajkumar
(President - ECD). During the year there were no change
in SMP except inclusions as a result of amalgamation.

2.8. Remuneration policy

The policy contains criteria for determining
qualifications, positive attributes, independence of
a Director and also covers aspects of remuneration
which is reasonable and sufficient to attract, retain and
motivate directors / high potential employees to run
the Company successfully.

The policy on appointment and remuneration of
directors, KMP and Senior Management Personnel
(SMP) as laid down by the NRC of the Board has been
disclosed in the Corporate Governance section on
the Investor's page of the website of the Company at
the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/.

There has been no change in this policy during the
financial year 2024-25.

In accordance with the said policy, approval was
obtained from the shareholders by way of Postal Ballot
on December 07, 2024 in terms of Regulation 17(6)(ca)
of the SEBI LODR, for payment of commission to Mr.
Harish Lakshman, Chairman, not exceeding 2% of the
net profits subject to a minimum remuneration in the
event of any inadequacy in or absence of profits. The
details of remuneration paid / payable to the Directors
for the FY 2024-25 is furnished in the Corporate
Governance report annexed to this report of the Board.

3. Audit and allied matters

3.1. Audit Committee

The composition, terms of reference and meetings of
the Audit Committee are disclosed in the Corporate
Governance report section of the Annual Report. The
Audit Committee of the Board acts in accordance with
the above terms of reference, which is in compliance
with the provisions of Section 177 of the Companies

Act, 2013 (Act) and Regulation 18 of SEBI LODR and
other applicable provisions of SEBI LODR, as amended
from time to time.

3.2. Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants (BSR) (Firm
registration number 101248W/W-100022) hold the
office of Statutory Auditors of the Company, in terms
of Section 139 of the Act read with applicable rules
thereunder and as per the members approval accorded
at the 16^th Annual General Meeting for a first term of five
consecutive years i.e., from the conclusion of the 16^th
AGM (2020) till the conclusion of 21^st AGM (2025).

The Audit Committee and the Board of Directors of the
Company have at their meeting held on May 27, 2025
recommended the re-appointment of BSR as Statutory
Auditors of the Company for a second term of five
consecutive years, for approval of the members at the
ensuing AGM of the Company. The notice convening
the AGM contains necessary resolution relating to their
re-appointment.

The statutory auditors report to the members for the
year ended March 31, 2025 does not contain any
qualification, reservation, adverse remark or disclaimer.
Also there has been no instance of fraud reported by
the statutory auditors for the period under review.

3.3. Cost Audit & Maintenance of Cost records

The Board of Directors, at their meeting held on
May 27, 2025, had appointed M/s. Jayaram &
Associates, Cost Accountants, as Cost Auditor of
the Company for the financial year 2024-25 as per
the recommendations of the Audit Committee, after
obtaining necessary certificate under Section 141 of
the Act conveying his eligibility for re-appointment. In
terms of Section 148(3) of the Act. The remuneration as
fixed by the Board, based on the recommendation of
the Audit Committee, is required to be ratified by the
members at the AGM in terms of Section 148(3) of the
Act. The notice convening the ensuing AGM includes a
detailed background and the proposal for ratification
of remuneration payable to the Cost Auditor. The
Company maintains all such accounts and records as
specified by the Central Government under Section
148(1) of the Act.

3.4. Secretarial Auditor

M/s. Sriram Krishnamurthy & Co., a firm of Company
Secretaries in practice, have been appointed by the
Board of Directors as Secretarial Auditors for the FY
2024-25. The Secretarial Audit report pursuant to
Section 204 of the Act is annexed in 'Annexure B' and
was taken on record by the Board of Directors at its
meeting held on May 27, 2025. The report does not
contain any qualification, reservation, adverse remark
or disclaimer.

The Securities and Exchange Board of India (SEBI)
has amended Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 whereby
Shareholders, on the recommendation of Board of
Directors, may appoint or re-appoint a Secretarial
Audit firm as Secretarial Auditors for not more than two
terms of five consecutive years, in the Annual General
Meeting.

Accordingly, the Board of Directors recommends to the
Shareholders, the appointment of M/s. B Chandra &
Associates., Practising Company Secretaries, Chennai
as Secretarial Auditors, for a term of five consecutive
years, from the financial year 2025-26 till the financial
year 2029-30. The Company has received consent and
eligibility certificate from M/s. B Chandra & Associates.,
to serve as Secretarial Auditors of the Company, if
they are appointed and that they hold a valid Peer
Review Certificate, issued by the Institute of Company
Secretaries of India.

3.5. Internal Auditor

M/s. Deloitte Touche Tohmatsu India LLP are the Internal
Auditors appointed by the Board of Directors based on
the recommendations of the Audit Committee.

Their scope of engagement includes review of processes
for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and
processes, review of statutory and legal compliances
with applicable statutes / laws and assessing the
internal control strengths in all these areas including
financial reporting of the Internal Auditors findings
are discussed with the process owners and suitable
corrective actions are taken as per the directions of the
Audit Committee on a regular basis to improve efficiency
in operations. The Internal Auditor reports directly to
the Audit Committee. The Committee, while reviewing
their performance scope, functioning, periodicity and
methodology for conducting the internal audit, has
taken into consideration their confirmation to the effect
that their infrastructure viz., internal audit structure,
staffing and seniority of the officials proposed to be
deployed etc., which are adequate and commensurate
to the scope, functioning, periodicity and methodology
for conducting the internal audit.

4. Directors' responsibility statement

I n terms of Section 134(3)(c) read with section 134(5)
of the Act, the Directors, to the best of their knowledge
and belief, based on the information and explanations
obtained by them, confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been
followed and there were no material departures;

b. they had selected such accounting policies and
applied them consistently and made judgements
and estimates that were reasonable and prudent

so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year and of the profit of the Company for the year
under review;

c. they had taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding the assets of the Company,
preventing and detecting fraud and other
irregularities;

d. they had prepared the financial statements for the
financial year on a 'going concern' basis;

e. they had laid down internal financial controls to
be followed by the Company and such internal
financial controls were adequate and were
operating effectively; and

f. they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems were adequate and
operating effectively.

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial
year were on an arm's length basis and were in the
ordinary course of business. The Company has not
entered into any transaction of material nature with
any of the promoters, Directors, key management
personnel or relatives or subsidiaries etc., except for
those disclosed in AOC-2 'Annexure C' of this report.
There are no materially significant RPT made by the
Company with related parties which require approval
of the shareholders / which have potential conflict with
the interest of the Company at large.

All RPT are placed before the Audit Committee and the
Board, wherever required for approval. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are entered into in the ordinary
course of business and are repetitive in nature. The
transactions entered into pursuant to the omnibus
approval so granted are reviewed by the Audit
Committee on a quarterly basis.

All RPT are approved by the Independent Directors
who are members of the Audit Committee.

The Company has put in place a proper system for
identification and monitoring of such transactions. Save
as disclosed in this report none of the Directors or Key
Managerial Personnel has any pecuniary relationships
or transactions with the Company. The policy on
Related Party Transaction as approved by the Board has
been disclosed in the Corporate Governance section
on the Investor's page of the website of the Company
at the web-link: https://ranegroup.com/investors/rane-
madras-limited-2/

None of the Directors or Key Managerial Personnel
or Senior Management Personnel have any material,

financial and commercial transactions (except payment
receipt of their remuneration, as applicable), which may
have potential conflict with interest of the Company
at large.

6. Corporate Social Responsibility (CSR)

The Rane Group's vision on Corporate Social
Responsibility (CSR) is: "To be socially and
environmentally responsible corporate citizen".

The CSR activities of Rane Group focus on four
specific areas viz.: (a) Education; (b) Healthcare; (c)
Community Development; and (d) Environment.
The CSR Committee of the Board is responsible for
recommending CSR projects and activities to the
Board in line with the CSR policy. The CSR Committee
monitors and reviews the implementation of CSR
activities periodically. The CSR activities undertaken
by the Company are in line with the CSR Policy and
recommendations of the CSR Committee comprising
of Mr. Harish Lakshman, Committee Chairman &
Managing Director, Mr. L Ganesh, Director and
Ms. Vasudha Sundararaman, Independent Director, as
its members. During the year, the Company has
contributed a sum of '2.39 crores on various CSR
activities as per the CSR policy and recommendations
of the CSR Committee. The 'Annexure D' to this
report contains the annual report on CSR activities
of the Company for FY 2024-25. The CSR policy of
the Company has been disclosed in the Corporate
Governance section on the Investor's page of the
website of the Company at the web-link: https://
ranegroup.com/investors/rane-madras-limited-2/
Further, in terms of the CSR Rules, the Chief Financial
Officer has certified to CSR Committee that the funds
disbursed for CSR have been used for the purpose and
in the manner approved by the Board for FY 2024-25.

7. Energy conservation, technology absorption and
foreign exchange earnings and outgo

The 'Annexure E' to this report contains the information
on conservation of energy, technology absorption
and foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules,
2014.

8. Corporate Governance Report

The Company is committed to maintain the highest
standards of corporate governance and effective
compliance with the regulatory norms under the SEBI
regulations and other laws and regulations applicable
to the Company. The Corporate Governance report
and the certificate issued by the Statutory Auditors are
available in 'Annexure F' to this report.

9. Particulars of Directors, Key Managerial Personnel and
Employees

The details in terms of Section 197(12) read with
Rule 5 of the Companies (Appointment and

remuneration of Managerial Personnel) Rules, 2014
is available in 'Annexure G' to this report. Pursuant
to Section 136(1) of the Act the report of the Board
of Directors is being sent to the shareholders of
the Company excluding the statement prescribed
under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The statement is available for inspection by the
shareholders at the Registered Office of the Company
during business hours.

10. Risk Management

The Risk Management Committee of the Board
periodically reviews the risk management policy
and its procedures. The Company has in place a Risk
Management Policy covering internal and external
risks including information security, cyber security,
Environmental, Social and Governance (ESG) related
etc., measures for risk mitigation including systems and
processes for internal control to identify risks associated
with the Company and measures to mitigate such risks.
The details of composition, scope and the meetings
held during the year are provided in the Corporate
Governance report annexed as 'Annexure F' to this
report.

11. Other disclosures

a. The details of loans, guarantees and investments
under the provisions of Section 186 of the Act are
given in the notes to the financial statements.

b. The Internal control systems and adequacy are
discussed in detail in the Management Discussion
and Analysis annexed to the Directors' Report.

c. There was no significant / material order passed
by the Regulators / Courts which would impact
the going concern status of the Company and its
future operations.

d. The policies approved and adopted by the Board
have been made available on the Corporate
Governance section of the Investor page on
the website of the Company at the web-link:
https://ranegroup.com/investors/rane-madras-
limited-2/.

e. The copy of the Annual Return is available under the
Corporate Governance section on the Investor's
page of the website of the Company at the web-link:

https://ranegroup.com/investors/rane-madras-

limited-2/

f. The Company has complied with the applicable
secretarial standards viz., SS-1 on meetings of
Board of Directors and SS-2 on General Meetings
issued by Institute of Company Secretaries of India
(ICSI) as per Section 118(10) of the Act.

g. Business Responsibility and Sustainability
Reporting is not applicable to the Company since it
does not fall under the top 1000 listed companies
based on market capitalisation.

h. The details regarding shares and dividend
transferred / proposed to be transferred to the
Investor Education and Protection Fund (IEPF) and
other relevant details in this regard, have been
provided in the corporate governance section of
this Annual Report.

i. The Company does not accept any deposits
falling under the provisions of Section 73 of
the Companies Act, 2013 and the rules framed
thereunder.

j. The Company has established a formal vigil
mechanism named 'Rane Whistle Blower Policy'
for reporting improper or unethical practices or
actions which violate the code of conduct of the
Company. The mechanism includes access to
report instances in Integrity Matters an external
and independent third party service provider
portal appointed by the Rane Group. All reports
lodged in this portal will be received by the Rane
Group's ombudsperson and will be processed
as per 'Rane Whistle Blower Policy'. The policy
which is also available on the intranet portal of the
Company provides for adequate safeguard against
victimisation and direct access to the Chairman of
the Audit Committee for the employees and state
their complaints / grievances. During the year,
ten (10) concerns were received under whistle
blower policy and all of them were carefully
examined as per the mechanism laid down in the
policy and stand disposed off.

k. The Company has always provided a
congenial atmosphere for work that is free
from discrimination and harassment and has
provided equal opportunities of employment
to all irrespective of their caste, religion, colour,
marital status and gender. The Company believes
that women should be able to do their work in a
safe and respectful environment that encourages
maximum productivity. The Company has a
zero tolerance towards sexual harassment. The
Company has adopted a policy on prevention of
sexual harassment of women at work place and
put in place proper dissemination mechanism
across the Company. The Company has carried
out awareness programmes / sessions on the
mechanism established under this policy, across
its various locations. The Company has complied
with the provisions relating to the constitution
of Internal Complaints Committee (ICC) under

The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(POSH), comprising of Presiding Officers and
members with an appropriate mix of employees
and external subject matter experts. During
the period, the details of complaints received /
resolved or pending are as under:

No. of complaints received during the year - Nil

No. of complaints disposed off during the year -
Nil

No. of complaints pending as on end of the year -
Nil

l. I n view of the exemptions available vide General
Circular 09/2024 dated September 19, 2024,
issued by the Ministry of Corporate Affairs
("MCA”) read with previous circulars, SEBI Circular
dated October 03, 2024 and in compliance with
Regulation 36 of SEBI LODR, electronic copies
of the annual report and the notice convening
the 21^st AGM would be sent to all the members
whose e-mail addresses were registered with
the Company or their respective Depository
Participants. A letter providing the web-link, where
complete details of the Annual Report is available
will be sent to those shareholder(s) who have
not registered their email ids. The hard copies
of the Annual Report will be made available to
those members who are specifically requesting
for the same. The full Annual Report will be made
available on the website of the Company and
will also be disseminated to the stock exchanges
where shares of the Company are listed.

Annual General Meeting

m. The 21^st AGM has been convened for conduct
through video conferencing or other audio visual
means on Wednesday, August 05, 2025 at 16:00
hrs (IST), as per the framework notified by the
Ministry of Corporate Affairs. The notice convening
the 21^st AGM contains detailed instructions and
notes in this regard.

Acknowledgement

We thank our customers, investors, suppliers, vendors,
bankers, government and regulatory authorities and other
business associates for their continued support in successful
performance of the Company. We place on record our
appreciation for the committed services of all our employees

For and on behalf of the Board

Ganesh Lakshminarayan Harish Lakshman

Chennai Director Chairman and Managing Director

May 27,2025 DIN:00012583 DIN:00012602