Rane (Madras) Ltd. — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

SUBHA SHREE Digitally signed by SUBHA SHREE SRIDHARAN SRIDHARAN Date: 2025.04.29 11:01:50 +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 Wednesday, April 30, 2025 (09:00 hrs IST) and ends on Thursday, May 29, 2025 (17:00 hrs IST) . The cut-off date for the purpose of determining eligibility of members for e-voting has been fixed as Tuesday, April 22, 2025.

The resolution if passed with requisite majority shall be deemed to have been passed on Thursday, May 29, 2025.

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 Tuesday, April 22, 2025, (“ cut-off 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 April 11, 2025 Secretary

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

SPECIAL BUSINESS:

Item No.1: To sell, lease or otherwise dispose of surplus land / land parcel(s)

To consider passing the following resolution as a special resolution:

“Resolved that pursuant to the provisions of Section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with rules made thereunder, Regulation 37A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), including any statutory modifications or re-enactment thereof for the time being in force and as may be enacted from time to time, the Memorandum and Articles of Association of the Company, and subject to all such approvals, consents, sanctions and permissions, as may be necessary, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company, hereinafter referred to as the “Board”, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise powers, including the powers conferred under this resolution, to lease, sell, transfer, convey, assign, mortgage or otherwise dispose of the Company's immovable property/ies, as the case may be, in particular, the piece and parcel of land(s), whether in part(s) or in full, with or without building, structures, rights and fixtures thereon located at its various location(s) viz.,

• i. Velachery, Chennai, Tamil Nadu, ii. Peenya Industrial Area, Bangalore, Karnataka,

• iii. Athipattu Village Ambattur, Chennai ; and

• iv. Santhegoundanpalayam Village, Pollachi, Tamil Nadu.

together with Transferable Development Rights / Floor Space Index (TDR/FSI) benefits (if any) with a clear and marketable title, free from all encumbrances and claims (hereinafter referred

to as “the property / properties”) to any person(s) and /or entity(ies) as may be determined by the Board, for such consideration and on such terms and conditions as the Board may deem fit and appropriate, in the best interest of the Company.

Resolved further that the Board be and is hereby authorized to do and perform all such acts, matters deeds and things as may be necessary, without further referring the matter to the members of the Company, including finalizing the suitable lessee(s) / purchaser(s) / assignee(s), / developer(s), mortgage(s) as the case may be, of the said property / properties, the terms and conditions, methods and modes in respect thereof, determining the exact effective date, finalizing, executing and registering the necessary documents including agreements, lease deeds, sale deed, agreement for sale, development agreement, TDR Sale agreements, deeds of conveyance, create mortgage by deposit of title deeds, powers of attorney(s), etc., and such other document(s) as may be necessary or expedient, in its own discretion and in the best interest of the Company, including the power to delegate, to give effect to this resolution.”

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

Chennai S Subha Shree April 11, 2025 Secretary

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

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 Tuesday, her April 22, 2025 (“ 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.

  - 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.

1. The E-voting module will be enabled and will remain open for the Members for exercising their voting. The e-voting starts on Wednesday, April 30, 2025 (09:00 hrs IST) and ends on Thursday, May 29, 2025 (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 subsequently.

2. All the documents referred to in this Notice and the Statement pursuant to

3. Consequent to allotment of equity shares Section 102 of the Companies Act, 2013, will

pursuant to scheme of amalgamation of be posted on the Company’s website

Rane Brake Lining Limited (RBL) and Rane www.ranegroup.com to facilitate online

Engine Valve Limited (REVL) made by the inspection up to the last date for exercising

Company on April 22, 2025, the remote the voting.

e-voting facility is also extended to the shareholders of erstwhile RBL and REVL, 9. Information pursuant to regulations 36(3) of who have been allotted shares in the SEBI LODR and Secretarial Standard on Company but yet to receive credit of such General Meeting (SS-2) with respect of the shares in their respective demat account. In Directors seeking re-appointment are view of this, the Company is using the CDSL annexed to this Notice. The Director has platform to provide an opportunity to such furnished the requisite consents / shareholders to cast their vote. Individual declarations for their appointment / Shareholders are requested to login to their re-appointment. respective demat accounts and select CDSL as the Electronic Service Provider (ESP). 10. Mr. Balu Sridhar, Practicing Company They will be then redirected to the CDSL Secretary (ICSI Membership no. FCS 5869) website for electronic voting. and Partner in M/s. A.K. Jain & Associates,

1. 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.

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. The results of the postal ballot will be declared not later than 2 days conclusion of remote e-voting i.e. on or before Saturday, May 31, 2025 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.

4. 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.

5. The special resolutions, if passed by the requisite majority as envisaged under

6. Only a member holding Equity shares as on the Cut-off Date is entitled to exercise his /

Regulation 37A of SEBI LODR, shall be deemed to have been passed on the last date specified by the Company for remote e- voting i.e. Thursday, May 29, 2025 . Further, a resolution passed by the Members through remote e-voting is deemed to have been passed effectively at a general meeting.

Administration) Rules, 2014 read with MCA Circulars and the listing regulations, the details pertaining to the postal ballot shall be published in one English national daily newspaper circulating throughout India (in English language) and in one Tamil daily newspaper circulating in Chennai (in vernacular language, i.e. Tamil).

1. As required by Rule 20 and Rule 22 of the Companies (Management and

INSTRUCTION FOR REMOTE E-VOTING

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

• (i) The voting period begins Wednesday, April 30, 2025 (09:00 hrs IST) and ends on Thursday, May 29, 2025 (17:00 hrs IST) (both days inclusive) . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date of Tuesday, April 22, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

on 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.

• (ii) Pursuant to SEBI Circular No. CDSL / NSDL e-voting system in case of SEBI/HO/CFD/CMD/CIR/P/2020/242 dated individual shareholders holding shares in December 09, 2020, under Regulation 44 of demat mode. Securities and Exchange Board of India (Listing Obligations and Disclosure In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

• Requirements) Regulations, 2015, listed December 09, 2020 on e-Voting facility

• entities are required to provide remote provided by Listed Companies, Individual

• e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it shareholders holding securities in demat mode are allowed to vote through their demat

• has been observed that the participation by account maintained with Depositories and

• the public non-institutional shareholders / Depository Participants. Shareholders are

• retail shareholders is at a negligible level. advised to update their mobile number and

• (iii) Currently, there are multiple e-voting Service email ID in their demat accounts in order to Providers (ESPs) providing e-voting facility to access e-Voting facility.

• (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

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 Individual Shareholders holding securities in Demat mode withCDSL Depository Individual Shareholders holding securities in demat mode withNSDL Depository Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	Login Method
	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.com and 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.com and 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.com home 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-VotingService Providers.
	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.com either 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 websiteforcasting your vote during theremote e-voting period.
	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 orjoiningvirtual meeting &voting during themeeting.

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 with CDSL	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 with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or 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

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.

• B. Login method for e-Voting for Physical shareholders and shareholders other than individual shareholders holding in Demat form:

• (i) The shareholder should log on to the e-voting website www.evotingindia.com. (ix)

For shareholders holding shares in physical e-voting on the resolutions contained in this Notice.

• (ii) Click on ‘Shareholders’ module.

• (iii) Enter your User ID: a) For CDSL: 16 digits beneficiary ID,

Click on the EVSN for the relevant Company on which you choose to vote.

• (x)

• b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c) Shareholders holding shares in physical (xi)

• form should enter Folio Number registered with the Company.

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.

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

• (v) If you are holding shares in demat and have already logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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

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

• (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.

	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 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 DividendBankdetailsfield.

• (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 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

(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.

• 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.

Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email ID.

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

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

• 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.

• (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.

• 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 are authorized to vote, to the Scrutinizer at the email address evoting@akjainassociates.com and to the Company at the email address investorservices@ranegroup.com (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.

who If you have any queries or issues regarding the 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.

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.

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

• (i) For Physical shareholders - Please provide necessary details like Folio No.,

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

Chennai S Subha Shree April 11, 2025 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 sell, lease or otherwise dispose of surplus land / land parcel(s)

The Company is exploring various strategies for deleveraging its business by reducing its debt and liabilities and unlocking value in various assets. In pursuit of this exercise the company proposes to monetize its surplus non-core land parcels at various locations of the Company at an opportune time which would be in the best interest of the company and its stakeholders. The funds generated from this exercise would be utilised for reducing debt meeting capital expenditure, working capital expenses and for general corporate purposes.

In this connection, the Board of Directors at its meeting held on April 10 - 11, 2025 has approved in-principle to monetize the surplus non-core immoveable properties of the Company situated at the below location(s) :

• 154, Velachery Main Road, Chennai, Tamil Nadu.

• Plot No.26 in Phase I, Peenya Industrial Area, Bangalore, Karnataka

• Ward No. G, Block No.21, Athipattu Village, Ambattur, Chennai, Tamil Nadu; and

• S.No.100 & 101, Santhegoundanpalayam Village, Pollachi Taluk.

The Board is of the opinion that the proposed monetisation of non-core assets will be in the overall best interest of the Company and its stakeholders. The disposal of the identified properties does not affect the ongoing or future business operations.

Considering that the sale proceeds are estimated to exceed 20% of the Networth of the Company, the Board of Directors has recommended the proposal for approval of the shareholders by way of special resolution with requisite majority under Section 180(1)(a) of the Companies Act, 2013 read with Regulation 37A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

None of the 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.

For Rane (Madras) Limited

Chennai

S Subha Shree Secretary

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

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