Rane (Madras) Ltd Directors Report

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 Companys 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 companys 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:

Particulars	2024-25	2023-24
Revenue from Operations	3,405.92	3,366.03
Other Income	12.18	8.32
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	304.69	310.58
Less: Depreciation / Amortisation	130.06	121.94
Profit / loss before Finance Costs, Exceptional items and Tax Expense	174.63	188.64
Less: Finance Costs	71.78	60.63
Profit / loss before Exceptional items and Tax Expense	102.85	128.01
Add / (less): Exceptional items	(12.99)	(148.55)
Profit / (loss) before Tax Expense	89.86	(20.54)
Less: Tax Expense (Current & Deferred)	40.25	(87.16)
Profit / (loss) for the year (1)	49.61	66.62
Total Comprehensive Income / loss (2)	2.63	(0.99)
Total (1+2)	52.24	65.63
Balance of profit / loss for earlier years	(117.81)	(119.68)
Less: Transfer to Reserves	-	(44.44)
Less: Dividend paid on Equity Shares	(26.81)	(19.32)
Balance carried forward	(92.38)	(117.81)

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 Companys Dividend Distribution Policy. The policy is available under the Corporate Governance section on the Investors 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 Honble 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 shareholders 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 Companys 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 Companys 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 Investors 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 Investors 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 Investors 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 Investors 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.

Theirscopeofengagementincludesreviewofprocesses 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

In 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 arms 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 Investors 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 Groups 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 Investors 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 Investors pageofthewebsiteoftheCompanyattheweb-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 Groups 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. In 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