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Rane (Madras) Ltd. Proxy Solicitation & Information Statement 2026

Feb 18, 2026

59248_rns_2026-02-18_4ddb005a-6f11-4f5c-bfef-8170177b93bd.pdf

Proxy Solicitation & Information Statement

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SUBHA SHREE Digitally signed by SUBHA SHREE SRIDHARAN SRIDHARAN Date: 2026.02.18 11:21:10 +05'30'

==> picture [100 x 49] intentionally omitted <==

Rane (Madras) Limited

CIN: L65993TN2004PLC052856

Registered Office: “Maithri”, 132, Cathedral Road, Chennai – 600 086 Phone: 044 – 28112472 / 73 E-mail: [email protected], 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. 03/2025 dated September 22, 2025 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 ”).

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, February 13, 2026, (“ cut-off date ”) and whose email addresses are registered with the Company / Depositories.

Members may note that the Notice of the circulars in this regard (collectively referred to as “ Postal Ballot will also be available on MCA Circulars ”) and other applicable the Company’s website www.ranegroup.com, provision in any law / regulations for the time websites of the Stock Exchanges i.e. BSE being in force, to seek your consent for the Limited and National Stock Exchange of India resolution as set out hereunder and proposed to Limited at www.bseindia.com and be passed through postal ballot (“ Postal www.nseindia.com respectively, and on the Ballot ”) by way of remote electronic voting website of CDSL www.evotingindia.com. (“ e-voting ”). Members are requested to read carefully the The Company has engaged Central instructions for remote e-voting given in the Depository Services (India) Limited (CDSL) for Notes forming part of this Notice. facilitating the remote e-voting system. The (By order of the Board) e-voting period commences on Thursday, For Rane (Madras) Limited February 19, 2026 (09:00 hrs IST) and ends on Friday, March 20, 2026 (17:00 hrs IST) . The cut-off date for the purpose of determining Chennai S Subha Shree eligibility of members for e-voting has been fixed February 04, 2026 Secretary as Friday, February 13, 2026.

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

The resolution if passed with requisite majority shall be deemed to have been passed on Friday, March 20, 2026.

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Rane (Madras) Limited | Postal Ballot

SPECIAL BUSINESS:

Item No.1: To approve payment of commission to Non-Executive Directors and Independent Directors

To consider passing the following resolution, as a special resolution:

“Resolved that pursuant to the provisions of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), the rules made thereunder read with Schedule V of the Act and Regulation 17(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) (including any statutory modification(s), or amendment(s), or re-enactment(s) thereof for the time being in force) and Articles of Association of the Company, the consent of the Members, be and is hereby accorded for the payment and distribution of such sum as commission upto 1% per annum of the net profits of the Company in any financial year calculated in accordance with the provisions of Section 198 of the Act but not exceeding Rupees One Crore per annum in aggregate, to and amongst the Non-Executive Directors and Independent Directors of the Company, for a period of five (5) financial years from Chennai April 01, 2025.

Resolved further that the aforesaid remuneration shall be exclusive of any fees payable to the Directors under Section 197(5) of the Act and re-imbursement of expenses for participation in Board and other meetings.

Resolved further that subject to the provisions of the Act and LODR, the Board of Directors be and is hereby authorised to determine the basis and the proportion in which the commission may be apportioned amongst the non-executive and independent directors and to do all such acts, deeds, matters and things connected therewith and incidental thereto, from time to time to give effect to this resolution.”

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

Chennai S Subha Shree February 04, 2026 Secretary

Resolved further that approval be and is hereby accorded under Regulation 17(6)(ca) of SEBI LODR, in the event the annual remuneration payable to a single Non-Executive Director or Independent Director exceeds 50% of total annual remuneration payable to all the Non-Executive Directors and Independent Directors for financial year 2025-26.

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.

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 : [email protected].. Members who have registered their e-mail ids may ensure the same is operational so that communications would reach them.

  1. As permitted by the MCA Circulars, physical Management Services Private Limited at :

copies of Postal Ballot Notice along with [email protected].. Members who

Postal Ballot Forms and pre-paid business have registered their e-mail ids may

envelope are not being sent to the Members. ensure the same is operational so that

Notice of the Postal Ballot is being sent only communications would reach them.

through electronic mode to those Members holding shares either in physical form or 3. In the event of any grievance, shareholder dematerialised form as on Friday, may if not satisfied by the redressal by the February 13, 2026 (“ cut-off date ”) and company directly lodge a complaint on the whose email addresses are registered SCORES Portal of SEBI or he/she/they can with the Company / Depositories viz. initiate dispute resolution through the Online

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Rane (Madras) Limited | Postal Ballot

  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.

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.

  1. The results of the postal ballot will be declared not later than 2 days conclusion of remote e-voting i.e. on or before Sunday, March 22, 2026 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.

  2. 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.

  3. 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.

  4. The E-voting module will be enabled and listed. will remain open for the Members for 10. The special resolutions, if passed by the

exercising their voting. The e-voting starts on requisite majority, shall be deemed to have

Thursday, February 19, 2026 (09:00 hrs been passed on the last date specified by the

IST) and ends on Friday, March 20, 2026 Company for remote e-voting i.e. Friday,

(17:00 hrs IST) (both days inclusive). March 20, 2026. Further, a resolution

During this period members of the Company passed by the Members through remote e-

may cast their vote electronically. The voting is deemed to have been passed

e-voting module shall be disabled by CDSL effectively at a general meeting.

for voting thereafter. Once the vote on a resolution is cast by the member, the 11. As required by Rule 20 and Rule 22 member shall not be allowed to change it of the Companies (Management and subsequently. Administration) Rules, 2014 read with MCA

  • member shall not be allowed to change it of the Companies (Management and subsequently. Administration) Rules, 2014 read with MCA

    1. All the documents referred to in this Circulars and the listing regulations, the details pertaining to the postal ballot shall be
  • Notice and the Statement pursuant to published in one English national daily

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

  • 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

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

  • 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 (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

  • Thursday, February 19, 2026 (09:00 hrs December 09, 2020, under Regulation 44 of

  • IST) and ends on Friday, March 20, 2026 (17:00 hrs IST) (both days inclusive) . Securities and Exchange Board of India (Listing Obligations and Disclosure

  • During this period shareholders of the Requirements) Regulations, 2015, listed

  • Company, holding shares either in physical entities are required to provide remote

  • form or in dematerialized form, as on the cut-off date (record date) of Friday, e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it

  • February 13, 2026 may cast their vote has been observed that the participation by

  • electronically. The e-voting module shall be the public non-institutional shareholders /

  • disabled by CDSL for voting thereafter. retail shareholders is at a negligible level.

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Rane (Madras) Limited | Postal Ballot

  • (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 and joining virtual meetings 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 withCDSL
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.com and click on login icon & My Easi New (Token) 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 & My Easi New (Token) 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-VotingService Providers.
Individual Shareholders
holding
securities
in
demat mode withNSDL
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.
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

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Rane (Madras) Limited | Postal Ballot

Type of shareholders Login Method
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.
4)
For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter
your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the
OTP received on registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click oncompany name or e-Voting service provider nameand you will be
re-directed toe-Voting service provider websitefor 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.

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 Members facing any technical issue in login can contact CDSL helpdesk by sending securities in Demat mode with CDSL a request at [email protected] or contact at toll free no. 1800 21 09911. Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending securities in Demat mode with NSDL a request at [email protected] 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

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

    • For Physical shareholders and other than individual shareholders holding shares in Demat (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 Enter the Dividend Bank Details or Date of Bank Birth (in dd/mm/yyyy format) as recorded in Details your demat account or in the company records in order to login.

    • OR Date of Birth  If both the details are not recorded with the depository or company, please enter

    • (DOB) the member id / folio number in the Dividend Bank details field.

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

  • (ii) Click on ‘Shareholders’ module.

  • (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’.

  • (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.

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

  • (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

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

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

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Rane (Madras) Limited | Postal Ballot

  • 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.

    • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

    • 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 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 are authorized to vote, to Scrutinizer at the email address [email protected] and to the Company at the email address [email protected] (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.

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

  • (xiii) After selecting the resolution that you have duly decided to vote on, click on ‘SUBMIT’. are 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.

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

  • (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.

  • (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.

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

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

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

  • (iii) 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.

  • 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.

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Rane (Madras) Limited | Postal Ballot

to Mr. Rakesh Dalvi, Sr. 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 [email protected] or call toll free no. 1800 21 09911.

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

All grievances connected with the facility for voting by electronic means may be addressed

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

Chennai S Subha Shree February 04, 2026 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

Independent Directors

The Non-Executive Directors and Independent Directors on the Board are professionals with high level of expertise having rich experience in relevant domains and they play key role in leading the Company towards growth and profitability.

Their contributions and insights especially on matters of strategic importance, critical issues and besides guidance to the senior leadership in the management of the Company have played significant role in the growth journey of the Company.

In recognition of their valuable contributions, corporate governance practices and increased responsibilities envisaged under the current statutory / regulatory framework, it is considered appropriate that they be compensated adequately in addition to sitting fees.

The Board, after taking into consideration the recommendations of the Nomination and Remuneration Committee and the prevailing industry practice and policies(s) of the Company, approved the payment of commission to the Non-Executive Directors and Independent Directors, upto 1% of the net profits of the Company, for a period of five years commencing from April 01, 2025, subject to such sum not

exceeding Rupees One Crore per annum in aggregate as payment to all the Non-Executive Directors and Independent Directors.

This payment and distribution of commission shall be subject to availability of profits determined in accordance with the provisions of Section 198 of the Companies Act, 2013 and shall be within this overall limit(s) prescribed under the Companies Act, 2013 read with schedules thereto, rules thereunder, notified from time to time (collectively referred to as ‘the Act’) and is in accordance with the applicable provisions the Act SEBI LODR Regulations.

The commission payable will be determined and distributed amongst such director(s) in accordance with the directions given by the Board of Directors and shall be in addition to the fees payable to directors for attending the meetings of the Board or Committee thereof and reimbursement of expenses. Profile of each director detailing their academic and professional background / accomplishments are available on the website of the company www.ranegroup.com

Their qualification, skills, expertise and competencies commensurate to those identified by the Board and necessary details are presented below.

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Rane (Madras) Limited | Postal Ballot

Name
Qualification & Experience (years)
Area - Skill /
Competence /
Expertise
Current position Past Remuneration /
Shareholding
Mr. Pradip Kumar Bishnoi
Qualification:

Graduate in petroleum engineering

MBA - IIM Ahmedabad
Experience - 47 years
Industry
and
Technology
Business
Development
Governance
Allied Disciplines
Independent Director
Member:

Audit Committee,

Stakeholders
Relationship
Committee,

Nomination
and
Remuneration
Committee
FY 26: Rs.4,95,000/-
FY 25: Rs.3,35,000/-
Shareholding: NIL
Mr. N Ramesh Rajan
Qualification:

B. Com – Madras University

FCA
Experience - 44 years
Business
Development
Governance
Allied Disciplines
Independent Director
Chairman:

Audit Committee,

Nomination
and
Remuneration
Committee
Member:

Risk Management Committee
FY 26: Rs.4,95,000/-
FY 25: Rs.3,35,000/-
Shareholding: NIL
Ms. Vasudha Sundararaman
Qualification:

B.Sc (Zoology) from Stella Maris
College, Chennai,

M.Sc (Zoology) from Madras
University

Certified Associate of Indian
Institute of Bankers
Experience - 38years
Governance
Allied Disciplines
Independent Director
Member:

Audit Committee

Corporate
Social
Responsibility
Committee
FY 26: Rs. 4,55,000/-
FY 25: Rs.2,30,000/-
Shareholding: NIL
Mr. Vikram Taranath Hosangady
Qualification:

Member of the Institute of Chartered
Accountants of India and Institute of
Cost Accountants of India

B.Com
Experience- 26 years
Business
Development
Governance
Allied Disciplines
Independent Director FY 26: Rs. 2,40,000/-
FY 25: Rs.1,60,000/-
Shareholding: NIL
Mr. L Ganesh
Qualification:

B.Com.,

ACA

MBA from Pennsylvania State
University, USA
Experience - 49 years
Industry
and
Technology
Business
Development
Governance
Allied Disciplines
Non-Executive Director & Promoter
Chairman:

Stakeholders Relationship Committee
Member:

Audit Committee,

Nomination
and
Remuneration
Committee,

Corporate
Social
Responsibility
Committee and

Risk Management Committee
FY 26: Rs.5,05,000/-
FY 25: Rs.3,12,500/-
Shareholding: 0.004%

None of the Directors or Key Managerial Personnel of the Company or their relatives, other than the Non-Executive Directors and Independent Directors and their relatives, are to deemed be concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company at its meeting held on February 04, 2026 has approved the proposal and has recommended the special resolution set out at item no.1 of this notice for approval of the members.

For Rane (Madras) Limited

Chennai February 04, 2026 Registered Office: “Maithri”, 132, Cathedral Road Chennai – 600 086 CIN: L65993TN2004PLC052856 www.ranegroup.com

S Subha Shree Secretary

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