Rane (Madras) Ltd. — Proxy Solicitation & Information Statement 2024

Nov 7, 2024

SUBHA SHREE Digitally signed by SUBHA SHREE SRIDHARAN SRIDHARAN Date: 2024.11.07 10:41:08 +05'30'

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Rane (Madras) Limited

CIN: L65993TN2004PLC052856

Registered Office: “Maithri”, 132, Cathedral Road, Chennai – 600 086 Phone: 044 – 28112472 / 73 E-mail: investorservices@ranegroup.com, website: www.ranegroup.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)] Dear Member(s),

Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 (the ‘Companies Act’) read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI LODR”) and in terms of the circulars issued by the Ministry of Corporate Affairs (“ MCA ”) vide its General Circular No. 09/2024 dated September 19, 2024 read with previous circulars in this regard (collectively referred to as “ MCA Circulars ”) and other applicable provision in any law / regulations for the time being in force, to seek your consent for the resolution as set out hereunder and proposed to be passed through postal ballot (“ Postal Ballot ”) by way of remote electronic voting (“ e-voting ”).

The Company has engaged Central Depository Services (India) Limited (CDSL) for facilitating the remote e-voting system. The e-voting period commences on Friday, November 08, 2024 (09:00 hrs IST) and ends on Saturday, December 07, 2024 (17:00 hrs IST) . The cutoff date for the purpose of determining eligibility of members for e-voting has been fixed as Friday, November 01, 2024

The resolution if passed with requisite majority shall be deemed to have been passed on Friday, December 07, 2024

As permitted by the MCA Circulars, physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope are not being sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialised form as on Friday, November 01, 2024 (“ cutoff date ”) and whose email addresses are registered with the Company / Depositories.

Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.ranegroup.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL www.evotingindia.com. Members are requested to read carefully the instructions for remote e-voting given in the Notes forming part of this Notice.

(By order of the Board) For Rane (Madras) Limited

Chennai S Subha Shree October 24, 2024 Secretary

Registered Office: “Maithri”, 132, Cathedral Road Chennai 600 086 CIN: L65993TN2004PLC052856 www.ranegroup.com

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SPECIAL BUSINESS:

Item No.1: To approve payment of (including any statutory modifications or re- commission to Mr. Harish Lakshman enactments thereof) be and is hereby accorded (DIN: 00012602), Chairman and Non- for payment of remuneration by way of Executive Director commission not exceeding two percent (2%) of the net profits to Mr. Harish Lakshman, To consider passing the following resolution as Chairman, for the financial year ending March a special resolution: 31, 2025, exceeding 50% (fifty percent) of the “Resolved that pursuant to the provisions of total annual remuneration payable to all the Section 197, 198 and other applicable Non-Executive Directors of the Company for the provisions of the Companies Act 2013 (the Act), said financial year ending on March 31, 2025.

“Resolved that pursuant to the provisions of Section 197, 198 and other applicable provisions of the Companies Act 2013 (the Act), the rules made thereunder read with Schedule V of the Act and such other approvals, permissions and sanctions, as may be required, the approval of the shareholders of the Company be and is hereby accorded for payment of remuneration by way of commission to Mr. Harish Lakshman (DIN: 00012602), Chairman and Non-Executive Director, not exceeding two percent (2%) of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act, for a period of two financial years from April 1, 2024 to March 31, 2026.

Resolved further that Board of Directors of the Company be and are hereby authorised to determine matters, from time to time, in connection with the payment and distribution of commission to Mr. Harish Lakshman, in such proportion and in such manner as may be necessary, proper and expedient to give effect to approval(s) accorded by the members.”

(By order of the Board) For Rane (Madras) Limited

Resolved further that in the event of there being inadequacy or absence of profits in any financial years, he will be paid ₹88,00,000 in terms of PART II of Schedule V to the Companies Act, 2013 including any amendments thereto or such other limits as may be prescribed from time to time as minimum remuneration.

Chennai S Subha Shree October 24, 2024 Secretary

Registered Office:

“Maithri”, 132, Cathedral Road Chennai 600 086 CIN: L65993TN2004PLC052856 www.ranegroup.com

Resolved further that annual approval in terms of the provisions of Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)

NOTES

1. In terms of Section 102 and other applicable provisions of the Companies Act, 2013 read together with rules and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning the special business to be transacted through Postal Ballot is annexed to and forms part of this Notice.

2. As permitted by the MCA Circulars, physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope are not being sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialised form as on Friday, November 01, 2024 (“ cut-off date ”) and

whose email addresses are registered with the Company/ Depositories viz. National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”). Members who have not registered their email ID may do so by sending the details of name of the registered shareholder(s), folio number, DP ID / Client ID and number of equity shares held, to the Registrar and Share Transfer Agent of the Company i.e., Integrated Registry Management Services Private Limited at : einward@integratedindia.in. Members who have registered their e-mail ids may ensure the same is operational so that communications would reach them.

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1. Information pursuant to SEBI LODR regulation and Secretarial Standard on General Meeting (SS-2) are enclosed along with this Notice.

2. In the event of any grievance, shareholder may if not satisfied by the redressal by the company directly lodge a complaint on the SCORES Portal of SEBI or he/she/they can initiate dispute resolution through the Online Dispute Resolution (“ODR”) Portal at https://smartodr.in/login introduced by SEBI vide its Circular no. SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 (updated as on August 04, 2023 and December 20, 2023). The aforesaid SEBI Circular and the link for the ODR Portal is also available on the website of the company.

3. Mr. Balu Sridhar, Practicing Company Secretary (ICSI Membership no. FCS 5869) and Partner in M/s. A.K. Jain & Associates, Company Secretaries, has been appointed as the scrutinizer to scrutinize the postal ballot, in a fair and transparent manner.

4. The results of the postal ballot will be declared not later than 2 days conclusion of remote e-voting i.e. on or before Monday, December 09, 2024 at 17:00 hrs (IST) . The results shall be placed on the notice board at the registered office along with the report of the Scrutinizer will be uploaded on the website of the Company viz., www.ranegroup.com and on the website of CDSL www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the stock exchanges where the Company’s shares are listed.

5. Each Member’s voting rights shall be in proportion to their share of the Paid-Up Equity Share Capital of the Company as on cut-off date, which will only be considered for voting.

6. Only a member holding Equity shares as on the Cut-off Date is entitled to exercise his / her/ their vote through remote e-voting facility and a person who is not a member as on the aforesaid date should treat this Notice for information purposes only.

7. The E-voting module will be enabled and will remain open for the Members for exercising their voting from Friday, November 08, 2024 (09:00 hrs IST) and ends on Saturday, December 07, 2024 (17:00 hrs IST) (both days inclusive). During this period members of the Company may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it of

subsequently.

1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for remote e-voting i.e. Saturday, December 07, 2024 . Further, a resolution passed by the Members through remote e-voting is deemed to have been passed effectively at a general meeting.

2. of the Companies (Management and

3. subsequently. Administration) Rules, 2014 read with MCA

4. 1. All the documents referred to in this Circulars and the listing regulations, the details pertaining to the postal ballot shall be

5. Notice and the Statement pursuant to published in one English national daily

6. Section 102 of the Companies Act, 2013, will newspaper circulating throughout India (in

7. be posted on the Company’s website www.ranegroup.com to facilitate online English language) and in one Tamil daily newspaper circulating in Chennai (in

8. inspection up to the last date for exercising vernacular language, i.e. Tamil).

9. the voting.

INSTRUCTION FOR REMOTE E-VOTING

A. The instructions to shareholders for remote e-voting are as under:

• (i) The voting period begins on Friday, November 08, 2024 (09:00 hrs IST) and ends on Saturday, December 07, 2024 (17:00 hrs IST) . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of

Friday, November 01, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders / retail shareholders is at a negligible level.

• (iii) Currently, there are multiple e-voting Service Providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration of various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not

only facilitating seamless authentication but also enhancing ease and convenience of participating in the e-voting process.

Step 1: Access through Depositories CDSL / NSDL e-voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode in CDSL / NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi / Easiest, option to register is available at cdsl website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at above mentioned website .

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode

• B. Login method for e-Voting for Physical (v) If you are holding shares in demat and have shareholders and shareholders other than already logged on to www.evotingindia.com individual shareholders holding in Demat and voted on an earlier e-voting of any form: company, then your existing password is to be used.

• (i) e-voting website www.evotingindia.com.

• (vi) If you are a first-time user follow the steps given below:

• (ii) Click on ‘Shareholders’ module.

  • For Physical shareholders and other than individual shareholders holding shares in Demat.

  • PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number sent by

• (iii) Enter your User ID: a) For CDSL: 16 digits beneficiary ID, b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c) Shareholders holding shares in physical form should enter Folio Number registered with the Company.

• (iv) Next, enter the Image Verification as displayed and click on ‘Login’.

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	For Physical shareholders and other than individual shareholders holding shares in Demat.
	Company / RTA or contact Company / RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (xiii) After selecting the resolution that you have A confirmation box will be displayed. If you wish to confirm your vote, click on ‘OK’, else to change your vote, click on ‘CANCEL’ and accordingly modify your vote.

• (xiv) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a printout of the votes cast by clicking on ‘CLICK HERE TO PRINT’ option on the Voting page.

• (xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (vii) After entering these details appropriately, click on ‘SUBMIT’ tab

• (xvii) There is also an optional provision to upload BR/POA if any, which will be made available to scrutinizer for verification.

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders (xviii)

• holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly • note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is • strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xviii) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• (ix) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.

• (x) Click on the EVSN for the relevant Company on which you choose to vote.

• (xi) On the voting page, you will see ‘RESOLUTION DESCRIPTION’ and against the same, the option ‘YES/NO’ for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and the option NO implies that you dissent to the Resolution.

• It is Mandatory that, a scanned copy of the Board Resolution or Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required to send the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the

• (xii) Click on the ‘RESOLUTION FILE LINK’ if you wish to view the entire Resolution details.

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• Scrutinizer at the email address evoting@akjainassociates.com and to the Company at the email address investorservices@ranegroup.com is (designated email address of the Company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• (iii) For Individual Demat shareholders – Please update your email ID & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

• (iv) For Individual Demat shareholders – Please update your email ID & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

C. Process for those shareholders whose email / mobile no. are not registered with the company / depositories:

If you have any queries or issues regarding postal ballot & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

• (i) For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email ID.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.

• (ii) For Demat shareholders – Please update your email ID & mobile no. with your respective Depository Participant (DP).

(By order of the Board) For Rane (Madras) Limited

Chennai S Subha Shree October 24, 2024 Secretary Registered Office:

“Maithri”,132, Cathedral Road Chennai - 600 086 CIN: L65993TN2004PLC052856

www.ranegroup.com

STATEMENT OF MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1: To approve payment of commission to Mr. Harish Lakshman (DIN:00012602), Chairman and Non-Executive Director

Considering the overall responsibilities of the Chairman, the Company has been paying a commission of up to 2% of the net profits (as per Section 198 of the Companies Act, 2013) of the Company. This was paid to the then Chairman Mr. L Ganesh, till March 31, 2024.

across various business verticals and guiding the top-level policy framework and systems in promoting the interest of all stakeholders.

Mr. Harish Lakshman holds a Bachelor’s degree in Mechanical Engineering from BITS, Pilani, and Master’s degree in Business from Krannert School of Management at Purdue University, USA.

Mr. Harish Lakshman has taken over as the Chairman of the Company with effect from USA. April 01, 2024. He has been spearheading the business growth & profitability improvement

He joined Rane Group in 1998 and has successfully been leading portfolios like

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marketing, operations, export business development besides guiding the corporate functions. He is driving the Rane Group’s mission to achieve accelerated profitable growth.

Mr. Harish Lakshman has over 29 years of industrial experience in various domains like engineering, marketing, operations and export business developments.

Mr. Harish Lakshman with his technical and professional experience & expertise leads the business growth & profitability initiatives across various business verticals. He has been guiding and advising the Company on business and policy matters as Chairman of the Company.

Mr. Harish Lakshman’s active involvement in the board, complements & guides the top-level policy framework & systems in promoting the interest of all stakeholders and in maintaining and integrated seamless flow of information between the board and management.

From shareholder value enhancement view point, his leadership at the board-level would help the Company in achieving an edge over brand building and corporate culture.

Mr. Harish Lakshman serves as Chairman of all operating companies of the Rane Group and also as an Independent Director on the Boards of other companies such as Oriental Hotels Limited, The KCP Limited and Lumax Industries Limited.

Mr. Harish Lakshman is an active contributor as a member in several industrial associations and government panels he has also played a key role as President of Automotive Component Manufacturers Association of India (ACMA) during 2013-14.

He has also served as Chairman of CII – Young Indians (Chennai Chapter). Mr. Harish Lakshman has been identified and recognized as one among the top 40 India’s Business Leaders by Economic Times (2014).

In view of his rich experience, expertise, qualification and immense contributions to the business and growth of the Company, the Board, after taking into consideration the recommendations of Nomination and Remuneration Committee (NRC), has approved the payment of Commission to Mr. Harish Lakshman, for a period of 2 years with effect from April 01, 2024 to March 31, 2026.

Approval of the shareholder is also being sought under Regulation 17 (6) (ca) of SEBI LODR as the annual remuneration payable to Mr. Harish Lakshman, together with sitting fees which is likely to exceed 50% (fifty percent) of the total annual remuneration payable to all the NonExecutive Directors of the Company during the financial year ending March 31, 2025.

Details as required under the Schedule V to the Companies Act, 2013 along with those required under Secretarial Standard on General Meeting (SS-2) are given below:

I. General information:

The Company is engaged in manufacture of Steering and Suspension Linkage Products, Steering Gear Products and High Precision Aluminium Die Casting Products. The Company is a significant supplier to major manufacturers of passenger cars, utility vehicles and Farm tractors across the Globe and as such operates in a single reportable business segment of ‘components for transportation industry’. The financial performance of the Company for the year ended March 31, 2024 is given below:

Particulars for 2023-24	Rs. in Crores
Sales & OperatingRevenue	2,142.25
Profit Before Tax	(90,65)
Provision for Tax (net tax expense)	(105.53)
Profit After Tax	14.88

II. Information about the appointee under Companies Act, 2013 and SS-2 :

**Name of the Director **	**Mr. Harish Lakshman **
Age (in years)	50
Director Identification Number (DIN)	00012602
Father’s Name	Mr. L Lakshman
Date of Birth	February12, 1974
Educational Qualifications	B.E. – BITS Pilani, MSM - Purdue University, USA

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**Name of the Director **	**Mr. Harish Lakshman **
Experience	Mr. Harish Lakshman has over 29 years of industrial experience in various domains like marketing, operations, export business developments and other corporate functions. He spearheads the Rane Group’s initiative to achieve accelerated profitable growth. He serves as Vice – Chairman and Joint Managing Director of Rane Holdings Limited and as a Chairman in Rane (Madras) Limited, Rane Brake Lining Limited, ZF Rane Automotive India Private Limited and Rane Steering Systems Private Limited.
Nature of expertise	Industrial, technical and managerial expertise in automotive and driving business across geographies, governance practices and expertize in allied disciplines.
Job Profile and his suitability	Overall management of Rane Group. Given his qualification, technical expertise and experience, Mr. Harish Lakshman is considered well suited for the position.
Recognition / Awards	Economic Times recognized him as one of the top 40 India’s Business Leaders in 2014.
Date of first appointment on the board	March 31, 2004
Terms and Conditions of appointment / re-appointment	Payment of Commission for a period of 2 years from April 01, 2024 to March 31, 2026 subject to shareholders approval as detailed in the resolution
Past Remuneration (2023-24)	Remuneration for FY 2023-24 - ₹0.04 Crores (being sitting fees paid for attending the Board and Committee Meetings)
Remuneration Proposed	Commission not exceeding 2% of the net profits of the Company subject to a minimum remuneration of Rs.88,00,000/- in the event of loss or inadequacy of profits in any financial years. The proposed remuneration is commensurate with the responsibilities and is in line with the remuneration practices in the auto component industry.
Comparative remuneration profile with respect to the industry	The proposed remuneration package is in line with the prevailing remuneration package in the industry, size of the Company and profile of the position.
Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any.	Apart from receiving remuneration including sitting fees and corporate benefits as a shareholder of the Company, he has no other pecuniary relationship. Mr. Harish Lakshman is not related to any other managerial personnel of the Company.
Other Directorships	Chairman: Rane (Madras) Limited Rane Engine Valve Limited Rane Brake Lining Limited ZF Rane Automotive India Private Limited Rane Steering Systems Private Limited Vice Chairman: Rane Holdings Limited Director: The KCP Limited Oriental Hotels Limited Lumax Industries Limited Young Presidents Organisation (Chennai Chapter) ACMA Mobility Foundation

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**Name of the Director **	**Mr. Harish Lakshman **
Committee Memberships in other Boards	Chairman: Audit: ZF Rane Automotive India Private Limited Stakeholders’ Relationship Committee: Rane Brake Lining Limited Rane (Madras) Limited Corporate Social Responsibility Committee: Rane (Madras) Limited Rane Brake Lining Limited Rane Engine Valve Limited ZF Rane Automotive India Private Limited Nomination and Remuneration Committee: Lumax Industries Limited Risk Management Committee: Rane (Madras) Limited Rane Brake Lining Limited Member: Audit Committee: Oriental Hotels Limited Nomination & Remuneration Committee: Rane (Madras) Limited Rane Brake Lining Limited Rane Engine Valve Limited Corporate Social Responsibility Committee: Rane Holdings Limited
Listed entities from which Director has resigned in thepast threeyears	Nil
Number of meetings of the Board attended during theyear(FY 23-24)	8
Number of equity shares held **including joint holdings **	750
Number of equity shares held as beneficial holders	Nil

III. Other Information:

Reasons for loss or inadequacy of profits – Not applicable.

Steps taken or proposed to be taken for improvement – Not applicable.

Expected increase in productivity and profit in measurable terms – Not applicable.

The minimum remuneration proposed to be paid to Mr. Harish Lakshman, in the event of there being loss or inadequacy of profits, is in accordance with the provisions of Companies Act, 2013.

IV. Other Disclosures:

The Company has not made any default in repayment of its debt or interest payable thereon during the preceding financial year 2023-24.

Mr. Harish Lakshman satisfies requisite criteria laid down in Schedule V to the Companies Act,

1. He holds 750 equity shares of the Company (including joint holdings).

Mr. Harish Lakshman is interested in the resolution as it relates to his own remuneration. None of the other Directors and Key Managerial Personnel (KMP) of the Company and their relatives are concerned or interested, financial or otherwise in this resolution, except to the extent of their shareholding, if any, in the Company.

The Board of Directors recommends the special resolution as set out at item no. 1 of this notice for your approval.

(By order of the Board) For Rane (Madras) Limited Chennai S Subha Shree October 24, 2024 Secretary Registered Office: “Maithri”, 132, Cathedral Road Chennai – 600 086 CIN: L65993TN2004PLC052856 www.ranegroup.com

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