Your Board of Directors hereby present to you the
Eighty-Ninth 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

The financial year 2024-25 had a pick-up
in business balancing the challenges and
opportunities across the Indian and global
economies.

During the year,Rane Holdings Limited completed
the acquisition of the entire shareholding in Rane
NSK Steering Systems Private Limited, earlier a
joint venture company with NSK Limited, Japan.

The Company continued its focus on enhancing
efficiency and cost competitiveness. The
successful Amalgamation of Rane Engine Valve
Limited and Rane Brake Lining Limited into
Rane (Madras) Limited laid the foundation for
long-term value creation. Rane and ZF Group
continued to further strengthen their partnership
by expanding the product portfolio within their
joint venture.

1.1. Financial Performance

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

The Key Performance Indicators, operational
performance and balance sheet summary 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 income of the Company was
'143.66 crores, decrease by 4.5% compared to
the previous year, due to decrease in trademark
fee. The Company netted a Profit After Tax (PAT)
of '68.11 crores, which is 47.4 % of the turnover
for FY 2024-25 and this has resulted in Earnings
per Share (EPS) of '47.70/- for FY 2024-25 as
against an EPS of '51.17/- for previous financial
year.

There was no material change or commitment,
affecting the financial position of the Company
between the end of the financial year and date

of the report other than those disclosed in the
financial statements section of this Annual Report.
There was no change in the nature of business
during the year.

1.2. Appropriation

An amount of '103.91 crores of the profit is
available for appropriation as at the end of
FY 2024-25. The Board of Directors, taking into
consideration, the operational performance
and financial position of the Company, have
recommended a dividend of 380% (i.e., '38/- per
share of '10/- each, fully paid-up) for approval
of shareholders at the ensuing 89^th Annual
General Meeting (AGM) scheduled to be held on
August 12, 2025. The total dividend on
equity shares for FY 2024-25 would be
'54.26 crores.

On declaration of the dividend by the
shareholders, it will be paid on August 22, 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 dividend for the
FY 2024-25 would be '38/- per equity share of a
face value of '10/- each.

Considering the above, no amount is proposed
to be transferred to reserves.

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-holdings-
limited/

1.3. Credit rating

The Company's financial management and its
ability to service financial obligations in a timely
manner, has been re-affirmed by ICRA Limited for
its credit facilities during the year under review
and this has 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.

1.4. 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 '14,27,78,090/-
consisting of 1,42,77,809 equity shares having
face value of '10/- each fully paid up.

1.5. Management Discussion & Analysis

The business of your company is to hold strategic
investment in subsidiaries and joint ventures /
associate companies (collectively called 'Rane
Group') engaged in the manufacturing and
marketing of components for the transportation
industry and also provide services unique to
Rane Group. A detailed analysis of the automotive
industry, group companies' performance,
internal control systems and risk management
process etc. are presented in the 'Management
Discussion & Analysis' report forming part of this
report under 'Annexure A'.

1.6. Subsidiaries, Associate and Joint Venture
Companies

Investment profile of your Company is across the
various group companies engaged / serving the
automotive industry, is detailed below:

Notes:

1. Rane Engine Valve Limited and Rane Brake Lining Limited amalgamated with and into Rane (Madras) Limited pursuant to the order of
the Hon'ble National Company Law Tribunal vide order dated March 24, 2025.

2. RSSL became a Wholly Owned Subsidiary of the Company w.e.f September 19, 2024.

3. ZLRAI was incorporated as a Wholly Owned Subsidiary of ZRAI on July 04, 2024.

During the year, the Company acquired the
balance 51% of shareholding from NSK Ltd.,
Japan, held in RSSL. Consequently, RSSL became
the Wholly Owned Subsidiary of the Company
with effect from September 19, 2024.

The Hon'ble National Company Law Tribunal
had vide its order dated March 24, 2025 has
sanctioned the Scheme of Amalgamation of
Rane Engine Valve Limited and Rane Brake Lining
Limited with and into Rane (Madras) Limited. The
Scheme came into effect on April 07, 2025. The
Company was allotted 59,58,439 equity share of
Rane (Madras) Limited on April 23, 2025 pursuant
to the Scheme.

During the period under review, there was
no change in management or control of the
Company in Rane Group Companies, except for
change of shareholding in RSSL and the Scheme
of Amalgamation as discussed above.

The Management Discussion and Analysis section
of the report contains the financial highlights of
performance of subsidiaries, associates and joint
venture companies and their contribution to the
overall performance of the Company.

1.7. Consolidated financial statements

The consolidated financial statements are
prepared as per the following methodology
specified under applicable accounting standards:

(a) subsidiary companies - each line item of
income, expenditure, assets and liabilities
have been consolidated one hundred
percent. Non-Controlling interests have
been appropriately considered.

(b) j oint venture / associate companies - share
of profits based on the percentage of share
held has been consolidated.

The consolidated financial statements of the
Company are prepared based on the financial
statement of the subsidiary companies and joint
venture / associate companies, for the year ended
March 31, 2025. In case of four subsidiaries
(including step-down subsidiaries), of whom
the financial statements as certified by the
management has been taken into consideration
for the purpose of consolidation.

The salient features of financial statement of
these subsidiary companies are provided in
form AOC-1 forming part of this annual report in
terms of the provisions of Section 129(3) of the
Companies Act, 2013 ("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 been made
available in the website of the Company at
www.ranegroup.com.

2. Board of Directors, Committees 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 have also constituted a ShareTransfer
Committee, Investment Committee, Executive
Committee and a Finance Committee. The
Corporate Governance Report given in
'Annexure E' to this report contains the
composition of the Board of Directors of the
Company and its committees.

The following are the details of change in
composition of the Board of Directors and its
committees.

a. Dr.Venkataramani Sumantran(DIN: 02153989)
ceased to be Director on completion of
tenure at the conclusion of 88^th AGM held
on August 02, 2024.

b. Appointment of Mr. Muthiah Murugappan
Murugappan (DIN:00170478) as an
Independent Director has been approved
by the shareholders of the Company at
the 88^th AGM for the first term of five (5)
consecutive years with effect from August
02, 2024.

c. Mr. Pradip Kumar Bishnoi (DIN:00732640),
has been re-appointed for the second term
effective from conclusion of 88^th AGM till
July 01,2026 by the shareholders by way of
special resolution at the 88^th AGM.

d. Mr. Harish Lakshman (DIN:00012602),
Vice-Chairman was re-appointed as
Joint Managing Director for a period of
5 years with effect from August 01, 2024
by shareholders through Postal Ballot on
September 06, 2024.

e. Mr. Ganesh Lakshminarayan (DIN:0012583)
was re-appointed as Chairman and
Managing Director with effect from
April 01, 2025 to March 31, 2029 by
shareholders through Postal Ballot on
March 17, 2025.

There were no other changes in the composition
of the Board of Directors other than those
mentioned above during this year.

The Board of Directors is of the opinion that
the Directors proposed for appointment /

re-appointment at the ensuing 89^th 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 policies section of the website of
the Company and available at the weblink:
https://ranegroup.com/investors/rane-holdings-
limited/

All the Directors have affirmed compliance
with the Code of Conduct of the Company. The
Independent Directors have 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
passed 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. Ganesh Lakshminarayan (DIN:00012583)
retires by rotation at the ensuing 89^th Annual
General Meeting (AGM) and being eligible, he
offers himself for re-appointment. The proposal
for re-appointment of Mr. Ganesh Lakshminarayan
as a director is included in the notice convening
the 89^th 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, six (6) Board
Meetings were convened and held, the details of
which are given in the Corporate Governance
Report. The gap between any 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, between two meetings.

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 which enabled them
to superior quality and 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, Managing Director 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 macrolevel
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
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-holdings-limited/

2.7. Key Managerial Personnel (KMP) & Senior
Management Personnel (SMP)

During the year Mr. J Ananth, Senior Vice
President - Finance was appointed as Chief
Financial Officer (CFO) of the Company
with effect from July 01, 2024 in the place of
Mr. M A P Sridhar Kumar - Executive Vice President
- Finance, on account of transfer of services within
Rane group.

As at year end March 31, 2025, Mr. L Ganesh,
Chairman & Managing Director, Mr. Harish
Lakshman, Vice-Chairman & Joint Managing
Director, Mr. Siva Chandrasekaran, Secretary
and Mr. J Ananth, Chief Financial Officer 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, as at the year ended March 31,2025
are Dr. P A Padmanabhan (President - Finance and
Group - CFO) Mr. Rajesh Raghavan (President -
Corporate), Mr. S Varadharajan, Senior Executive
Vice President - Information Systems and
Mr. V Ramasubramanian (Vice President - Human
Resource).

During the year under review, there were no
changes in the SMPs, other than in the office of
CFO discussed above.

2.8. Remuneration policy

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

The policy on appointment and remuneration
of directors, KMP and SMP as laid down by the
NRC of the Board has been disclosed 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-
holdings-limited/ There has been no change in
the policy during the FY 2024-25.

In accordance with the said policy, approval
obtained from the shareholders in terms of
Regulation 17(6)(e) of the SEBI LODR vide postal
ballot dated March 17, 2025, for payment of
remuneration in excess of 5% of net profits of
the Company to Mr. L Ganesh, Chairman and
Managing Director and Mr. Harish Lakshman,
Vice-Chairman and Joint-Managing Director.

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 terms of reference,
which is in compliance with the provisions of
Section 177 of the Act and Regulation 18 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
84^th Annual General Meeting for a first term of
five consecutive years i.e., from the conclusion
of the 84^th AGM (2020) till the conclusion of
89^th AGM (2025).

The Audit Committee and the Board of Directors
of the Company have at their meeting held on
May 30, 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. BSR holds a valid peer review
certificate issued by the Institute of Chartered
Accountants of India.

The Statutory Auditors report to the members for
the year ended March 31,2025 does not contain
any qualification, reservation, adverse remark or
disclaimer.

3.3. Cost Audit & Maintenance of cost records

The appointment of Cost Auditor is not applicable
to the Company under Companies (Cost Records
and Audit) Rules, 2014. Further, the maintenance
of cost records as prescribed under provisions
of Sec 148(1) of the Companies Act, 2013 is not
applicable for the business activities carried out
by the Company.

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 Companies
Act, 2013 is annexed in 'Annexure B' and was
taken on record by the Board of Directors at its
meeting held on May 30, 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. Capri Assurance and Advisory Servicies,
a firm of independent assurance service
professionals, continues to be the Internal
Auditors of the Company.

Their scope of engagement includes review
of processes for safeguarding the assets of
the Company, review of operational efficiency,
ensure effectiveness of systems and processes,

and assessing the internal control strengths in
all areas including financial reporting. Internal
Auditor 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 Auditors report directly to the Audit
Committee. This 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. I n 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 (Refer 'Annexure C') of this annual
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
for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which
are entered in the ordinary course of business and
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 RPTs 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 RPT as approved
by the Board has been disclosed in the policies
section of the website of the Company and is
available at the web link: https://ranegroup.com/
investors/rane-holdings-limited/.

None of the Directors or Key Managerial
Personnel or Senior Management Personnel has
any material financial and commercial transactions
(except payment of remuneration / sitting fee, as
applicable), where they have personal interest,
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 a socially and
environmentally responsible corporate citizen'.

The CSR activities of Rane Group focus on four
specific areas of (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. L Ganesh, Committee Chairman
& Managing Director, Mr. Harish Lakshman,
Vice Chairman & Joint Managing Director and
Dr. Ms. Brinda Jagirdar, Independent Director,
as its members.

During the year the Company was required to
make a CSR contribution of '77.09 lakhs towards
CSR activities for the year. 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
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-holdings-limited/.

Further, in terms of the CSR Rules, the CFO
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 2024-2025.

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

The Company is conscious of the imperative
to protect the environment and the natural
resources for achieving sustainable economic
growth and have started several initiatives in this
regard such as conservation of energy and water
and eco-friendly waste management system. In
view of the nature of activities of the Company,
disclosure relating to technology absorption is
not applicable to the Company.

The disclosure of foreign exchange earnings
and outgo, in terms of provisions of
Section 134(3)(m) read with Rule 8 of the
Companies (Accounts) Rules, 2014 are given
hereunder:

Foreign Exchange earnings and outgo

8. Corporate Governance Report

Your Company is committed to maintaining the
highest standards of corporate governance in
spirit and also a leader in complying 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 E' to this report.

9. Business Responsibility and Sustainability
Reporting

The Business Responsibility and Sustainability
Report as applicable to the Company in
terms of Regulation 34(2) of SEBI LODR for
FY 2024-25 is provided in 'Annexure F' to this
report. The Company practices various business
responsibility initiatives as per the Business
Responsibility framework of the Rane Group. This
framework is developed and steered at Rane
group under the able leadership and guidance
of Mr. L Ganesh, Chairman & Managing Director
who is also responsible for the implementation of
the Business Responsibility initiatives.

10. Particulars of Directors, KMP 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 are 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.

11. 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 E' to
this report.

12. Other disclosures

a. The Details of loan, guarantees and
investments under the provisions of Section
186 of the Companies Act, 2013 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 under
the Corporate Governance section of the
website of the Company at the weblink:
https:// ranegroup.com/investors/rane-
holdings-limited/

e. The copy of the Annual Return is available
under the Corporate Governance section
on the Investor's page on the website of the
Company at the weblink: https://ranegroup.
com/investors/rane-holdings-limited/

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. The details regarding unpaid / unclaimed
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.

h. The Company does not accept any deposits
falling under the provisions of section 73 of
the Act and the rules framed thereunder.

i. During the year, the Company has not raised
any funds through preferential allotment
or qualified institutions placement, hence,
deviation / variation in the utilization of
funds does not arise.

j. The Company has established a formal vigil
mechanism named 'Rane Whistle Blower
Policy' for reporting improper or unethical
practices or actions which are violative
of 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 Rane Group.

All reports lodged in this portal will
be received directly by 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 adequate
safeguard against victimisation and for
direct access to the Chairman of the Audit
Committee for the employees and state
their complaints / grievances. There were no
complaints received by the company during
the FY 2024-25.

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 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 89^th 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 89^th AGM would be conducted through
video conferencing or other audio-visual
means on August 12, 2025 at 15:00 hrs (IST).
The Notice convening the 89^th AGM shall
contain detailed instructions and notes in
this regard.

Acknowledgement

We thank our Investors, Customers, Vendors, Bankers, Regulatory and Government Authorities, Reserve Bank
of India, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We
place on record our appreciation for the committed services of all our employees.

For and on behalf of the Board

Harish Lakshman Ganesh Lakshminarayan

Vice-Chairman & Chairman &

Place: Chennai Joint Managing Director Managing Director

Date: May 30, 2025 DIN:00012602 DIN:00012583