Provisions: Provisions are recognised when thereis a present obligation as result of a past event, it isprobable that an outflow of resources embodyingeconomic benefits will be required to settlethe obligation and there is a reliable estimateof the amount of the obligation. Provisions aremeasured at the best estimate of the expenditurerequired to settle the present obligation at theBalance sheet date and are not discounted to itspresent value unless the effect of time value of
money is material. When discounting is used, theincrease in the provision due to the passage oftime is recognised as a finance cost.
Contingent Liabilities: Contingent liabilities aredisclosed when there is a possible obligationarising from past events, the existence of whichwill be confirmed only by the occurrence ornon occurrence of one or more uncertain futureevents not wholly within the control of theCompany or a present obligation that arises frompast events where it is either not probable thatan outflow of resources will be required to settleor a reliable estimate of the amount cannot bemade. When there is a possible obligation or apresent obligation in respect of which likelihoodof outflow of resources embodying economicbenefits is remote, no provision or disclosure ismade.
Contingent assets: The company does notrecognise contingent assets.
Onerous contract: A provision for onerouscontracts is measured at the present value of thelower of the expected cost of terminating thecontract and the expected net cost of continuingwith the contract, which is determined based onthe incremental costs of fulfilling the obligationunder the contract and an allocation of othercosts directly related to fulfilling the contract.Before a provision is established, the Companyrecognises any impairment loss on the assetsassociated with that contract.
I ncome tax comprises current and deferred tax.It is recognised in profit or loss except to theextent that it relates to a business combination oran item recognised directly in equity or in othercomprehensive income.
Current tax comprises the expected taxpayable or receivable on the taxable incomeor loss for the year and any adjustment tothe tax payable or receivable in respect ofprevious years. The amount of current taxreflects the best estimate of the tax amountexpected to be paid or received afterconsidering the uncertainty, if any, relatedto income taxes. It is measured using taxrates (and tax laws) enacted or substantivelyenacted by the reporting date.
Current tax assets and current tax liabilitiesare offset only if there is a legally enforceableright to set off the recognised amounts, andit is intended to realise the asset and settlethe liability on a net basis or simultaneously.
Deferred tax is recognised in respect oftemporary differences between the carryingamounts of assets and liabilities for financialreporting purposes and the correspondingamounts used for tax purposes. Deferredtax is also recognised in respect of carriedforward tax losses and tax credits. Deferredtax is not recognised for temporarydifferences arising on the initial recognitionof assets or liabilities in a transaction that isnot a business combination and that affectsneither accounting nor taxable profit or lossat the time of the transaction.
Deferred tax assets are recognised to theextent that it is probable that future taxableprofits will be available against whichthey can be used. Deferred tax assets -unrecognised or recognised, are reviewedat each reporting date and are recognised/reduced to the extent that it is probable/no longer probable respectively that therelated tax benefit will be realised.
Deferred tax is measured at the tax rates thatare expected to apply to the period whenthe asset is realised or the liability is settled,based on the laws that have been enactedor substantively enacted by the reportingdate.
The measurement of deferred tax reflectsthe tax consequences that would followfrom the manner in which the Companyexpects, at the reporting date, to recover orsettle the carrying amount of its assets andliabilities.
Deferred tax assets and liabilities are offsetif there is a legally enforceable right to offsetcurrent tax liabilities and assets, and theyrelate to income taxes levied by the sametax authority on the same taxable entity, oron different tax entities, but they intend tosettle current tax liabilities and assets on anet basis or their tax assets and liabilities willbe realised simultaneously.
Company as a beneficiary: Financial guaranteecontracts involving the Company as a beneficiaryare accounted as per Ind-As 109. The Companyassesses whether the financial guarantee is aseparate unit of account (a separate componentof the overall arrangement) and recognises aliability as may be applicable Company as aguarantor: The Company on a case to case basiselects to account for financial guarantee contractsas a financial instrument or as an insurancecontract, as specified in Ind AS 109 on FinancialInstruments and Ind AS 117 on InsuranceContracts, respectively. Wherever the Companyhas regarded its financial guarantee contracts asinsurance contracts, at the end of each reportingperiod the Company performs a liabilityadequacy test, (i.e. it assesses the likelihoodof a pay-out based on current undiscountedestimates of future cashflows), and any deficiencyis recognised in profit or loss.
Where they are treated as a financial instrument,the financial guarantee contracts are recognisedinitially as a liability at fair value, adjusted fortransaction costs that are directly attributableto the issuance of the guarantee. Subsequently,the liability is measured at the higher of theamount of less allowance determined as perimpairment requirements of Ind AS 109 andthe amount recognised less, when appropriate,the cumulative amount of income recognised inaccordance with the principles of Ind AS 115."
Basic earnings per share is computed by dividingthe profit after tax (including the post tax effectof exceptional items, if any) by the weightedaverage number of equity shares outstandingduring the year.
Diluted earnings per share is computed bydividing the profit after tax (including the posttax effect of exceptional items, if any) as adjustedfor dividend, interest and other charges toexpense or income relating to the additionaldilutive potential equity shares, by the weightedaverage number of equity shares consideredfor deriving basic earnings per share and theweighted average number of equity shareswhich could have been issued on the conversionof all dilutive potential equity shares. Potentialequity shares are deemed to be dilutive only iftheir conversion to equity shares would decreasethe net profit per share from continuing ordinary
operations. Potential dilutive equity shares aredeemed to be converted as at the beginningof the period, unless they have been issued ata later date. The dilutive potential equity sharesare adjusted for the proceeds receivable hadthe shares been actually issued at fair value (i.e.average market value of the outstanding shares).Dilutive potential equity shares are determinedindependently for each period presented.
Investment in subsidiaries and joint venture/ associate entities are measured at cost lessaccumulated impairment as per Ind AS 27.Investments are reviewed for impairment ifevents or changes in circumstances indicate thatthe carrying amount may not be recoverable.
The final dividend on shares is recordedas a liability on the date of approval by theshareholders and interim dividends are recordedas a liability on the date of declaration by theBoard of Directors.
The Company holds strategic investments andoperates in a single reportable segment, whichprimarily includes providing support servicessuch as management, information technology,business development and infrastructure toentities in the Rane Group.
As the Company's operations are confined to onlyone segment, no seperate segment disclosuresare presented in the standalone financialstatements. Segment information pertaining tothe underlying operating businesses is disclosedin the consolidated financial statements of thecompany
Ministry of Corporate Affairs ("MCA") notifiesnew standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time.For the year ended March 31, 2025, MCA hasnotified Ind AS 117 Insurance Contracts andamendments to Ind AS 116 -Leases, relating tosale and leaseback transactions, applicable to theCompany w.e.f. April 1,2024. The Company hasreviewed the new pronouncements and basedon its evaluation has determined that it doesnot have any significant impact in its financialstatements.
7.1 During the year, pursuant to the scheme of amalgamation ("Scheme"), RBL and REVL were merged intoRML following approval from National Company Law Tribunal. The Appointed date for the amalgamationwas April 01,2024. As at March 31, 2025, the Company held equity shares in RBL and REVL, againstwhich the company is entitled to receive shares in RML basis the approved swap ratio. Subsequent tothe reporting date, the allotment of RML shares was completed.
7.2 During the year ended March 31, 2025, the Company acquired 91,29,000 equity shares (51% stake)held by NSK Limited, Japan in Rane Steering Systems Private Limited (formerly known as Rane NSKSteering systems Private Limited) for '4,500 Lakhs and accordingly RSSL became an wholly ownedsubsidiary of the company effective from September 19, 2024.
7.3 The Company designated the investments shown below as equity investments at FVOCI because theseequity instruments represent investments that the Company intends to hold for long-term for strategicpurposes.
('47 Lakhs during the year ended March 31,2024) from AutoTech towards its share of distribution ofcapital arising as a result of sale of investments held by AutoTech in some of the portfolio companies.The said amount has been reduced from the carrying value of investments.
7.4 As per requirements of Ind AS 36, the Company has assessed the recoverable value of its totalinvestment in its erstwhile subsidiary and has accordingly recorded an impairment loss amounting to'296 Lakhs during the year ended March 31,2024. The Company had sold its entire investment in Rt4ufor a consideration of '850 Lakhs in exchange for allotment of 862,505 equity shares in eTrans SolutionsPrivate Limited ("eTrans") representing 11.94% stake in eTrans and Rt4u ceased to be a subsidiary of theCompany effective July 19, 2023.
The interest rate is at 9.30% p.a for the loans outstanding as at March 31,2025.
The term loans outstanding as at March 31,2025 which were availed from Bajaj Finance Limited were securedby charge created on the Company's land and building located at Kandanchavadi, Chennai.
Other borrowing notes
Term loans were applied for the purpose for which they were obtained.
The Company has not been declared as wilful defaulters by any bank or financial institutions or other lender.
Information about the Company's exposure to interest rate, foreign currency and liquidity risk is disclosedin note 44
Breach of loan agreement
There is no breach of loan agreements.
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company does not have any transaction which is not recorded in the books of account that hasbeen surrendered or disclosed as income during the year in the tax assessments under the Income TaxAct, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
c. The Company does not have any transactions with struck off companies under section 248 of theCompanies Act, 2013 or section 560 of the Companies Act, 1956 during the year.
d. The Company has not advanced or loaned or invested funds to any persons or entities, includingforeign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) thatthe Intermediary shall:
1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the company (Ultimate Beneficiaries) or
2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
e. The Company has not received any fund from any persons or entities, including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. The Company does not have any charges or satisfaction which is yet to be registered with Registar ofCompanies beyond the statutory period as at the reporting date.
g. The Company has complied with the number of layers prescribed under clause 87 of section 2 of theCompanies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
h. The Company has not entered into any scheme of arrangement as per sections 230 to 237 of theCompanies Act, 2013.
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Anyexpense recognised in relation to these schemes represents the value of contributions payable during theperiod by the Company at rates specified by the rules of those plans. The only amounts included in thebalance sheet are those relating to the prior months contributions that were not due to be paid until afterthe end of the reporting period.
(a) Provident fund
I n accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligibleemployees of the Company are entitled to receive benefits in respect of provident fund, a definedcontribution plan, in which both employees and the Company make monthly contributions at a specifiedpercentage of the covered employees salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are membersof the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees' salary to LIC every year. Suchcontributions are recognised as an expense as and when incurred. The Company does not have anyfurther obligation beyond this contribution.
The total expense recognised in profit or loss of '158 Lakhs (for the year ended March 31,2024 : '152Lakhs) represents contributions payable to these plans by the company at rates specified in the rules ofthe plans. As at March 31,2025 contributions of '25 Lakhs (as at March 31,2024 : '23 Lakhs) had notbeen paid. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligibleemployees. The plan provides for a lump-sum payment to vested employees upon retirement, resignation,death while in employment or on termination of employment of an amount equivalent to 15 days salarypayable for each completed year of service. Vesting occurs upon completion of five years of service. TheCompany makes annual contributions to Life Insurance Corporation of India (LIC). The Company accountsfor the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interestrate risk and salary risk.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefitobligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of theassumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation hasbeen calculated using the projected unit credit method at the end of the reporting period, which is the same asthat applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods used in preparing the sensitivity analysis from prior years.
Defined benefit liability and employer contributions
The Company expects to contribute an amount of '72 Lakhs towards defined benefit plan obligations funds foryear ending March 31,2026 in view of deficit in plan assets as at March 31,2025. The weighted average durationof the defined benefit obligation is 2.8 years (March 31, 2024 - 4.5 years). The expected maturity analysis ofundiscounted gratuity is as follows:
An operating segment is a component of the Company that engages in business activities from which it mayearn revenues and incur expenses, including revenues and expenses that relate to transactions with any ofthe Company's other components, and for which discrete financial information is available. All operatingsegments' operating results are reviewed regularly by the Company's Board of Directors to make decisionsabout resources to be allocated to the segments and assess their performance. The Board of Directors areconsidered to be the Chief Operating Decision Maker ('CODM') within the purview of Ind AS 108 OperatingSegments.
The Company holds strategic investments and operates in a single reportable segment, which primarilyincludes providing support services such as management, information technology, business development,and infrastructure to entities in the Rane Group. As the Company's operations are confined to only onesegment, no separate segment disclosures are presented in the Standalone financial statements. Segmentinformation pertaining to the underlying operating businesses is disclosed in the Consolidated financialstatements of the Company.
1. Investment in subsidiaries, joint venture / associate entities of '47,443 Lakhs ('42,943 Lakhs) is shownat cost (net off impairment) in balance sheet as per the Ind AS 27 " Separate Financial Statements"
2. The Company has not disclosed fair values of financial instruments such as trade receivables, cash andcash equivalents, bank balances other than cash and cash equivalents, loans, other financial assets,borrowings, trade payables and other financial liabilities, since their carrying amounts are a reasonableapproximation of their fair values.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a) Credit risk (see (ii) below);
b) Liquidity risk (see (iii) below); and
c) Market risk (see (iv) below).
i. Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of theCompany's risk management framework. The board of directors along with the top management areresponsible for developing and monitoring the Company's risk management policies. The Company'ssenior management advises on financial risks and the appropriate financial risk governance frameworkfor the Company.
The Company's risk management policies are established to identify and analyse the risks faced bythe Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.Risk management policies and systems are reviewed regularly to reflect changes in market conditionsand the Company's activities. The Company, through its training and management standards andprocedures, aims to maintain a disciplined and constructive control environment in which all employeesunderstand their roles and obligations.
The board of directors oversees the compliance with respect to risk management policies andprocedures, and reviews the adequacy of the risk management framework in relation to the risks facedby the Company.
ii. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss.
The Company's receivables are primarily only from its subsidiary, joint venture / associate entities. TheCompany does not have any history of bad debts in earlier years in respect of receivable from theGroup companies and as a result, the Company do not perceive a credit risk with respect to receivablesfrom group companies and no loss allowance for trade receivables was required to be recognised.
I nvestments are made only with approval of Board of Directors. This primarily include investments inequity instruments of subsidiaries, joint venture/associate entities amongst others. The Company doesnot expect significant credit risks arising from these investments.
The Company holds cash and cash equivalents and bank balances other than cash and cash equivalentswith credit worthy banks as at the reporting dates. The credit risk on these instruments is limited becausethe counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other financial assets comprises of other receivables, long term deposits and rent advance. TheCompany does not expect any loss from non-performance by these counter-parties.
iii. Liquidity risks
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associatedwith its financial liabilities that are settled by delivering cash or another financial asset. The Companymanages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowingfacilities, by continuously monitoring forecast and actual cash flows, and by matching the maturityprofiles of financial assets and liabilities.
Taking into consideration the liquidity position of the Company as at the balance sheet date togetherwith the existing and proposed financing arrangements made for future, the management believes thatthe liquidity risk is mitigated and that the Company will be able to meet all its obligations arising fromsettlement of financial liabilities.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates willaffect the Company's income or the value of its holdings of financial instruments. The objective ofmarket risk management is to manage and control market risk exposures within acceptable parametersand optimising the return.
The Company is exposed to equity price risks arising from its investments in equity investments.However all the equity investments in group companies are strategic in nature and held for long termperiod rather than for trading purposes.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuatebecause of changes in foreign exchange rates. The Company's exposure to the risk of changes inforeign exchange rates relates primarily on account of investments and trade receivables.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The Company's exposure to the risk of changes in marketinterest rates relates primarily to the Company's debt obligations with floating interest rates.
The Company constantly monitors the credit markets and rebalances its financing strategies to achievean optimal maturity profile and financing cost. The Company manages its interest rate risk by having abalanced portfolio of fixed and variable rate borrowings. A 50 basis point increase or decrease is usedand represents management's assessment of the reasonably possible changes in interest rates.
If interest rate had been 50 basis point higher / lower and all other variables were held constant,the Company's profit for the year ended March 31, 2025 would decrease / increase by '25 Lakhs(March 31,2024 : Nil).
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at theend of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended March 31,2025 would increase/ decrease by '39 Lakhs (March 31,2024: '41 Lakhs) as a result of the changes in fair value of equityinvestments which have been irrevocably designated at FVOCI.
Offsetting financial assets and financial liabilities
The Company does not have any financial instruments that offset or are subject to enforceable masternetting arrangements and other similar agreements.
The financial statements were approved for issue by the Board of Directors on May 30, 2025.
As per our report of even date attached
Chartered Accountants Rane Holdings Limited
Firm's Registration No.: 101248W/W-100022
Partner Vice Chairman and Joint Chairman and Managing Director
Membership No.: 203491 Managing Director DIN:00012583
DIN:00012602
Place: Chennai J Ananth Siva Chandrasekaran
Date: May 30, 2025 Chief Financial Officer Company Secretary