|
Your Board of Directors hereby present to you the Ninetieth Annual Report covering the operational and financial performance together with the accounts for the year ended March 31,2026 and other prescribed particulars.
1. State of Company's affairs
The Indian automotive and auto component industry continued its strong performance in FY 2025-26. Growth was underpinned by robust domestic consumption, sustained public capital expenditure, easing monetary conditions and broad-based expansion across automotive and auto components industry.
The operating companies in the group continued its focus on productivity and quality improvements during the year. The capacity utilization in all the plants improved significantly. The group companies scaled up the production in line with the demand and worked on several cost optimization measures to mitigate the inflationary environment. The companies continued to enhance customer relationships and increased business share across several customers. Rane and ZF continued to further strengthen their partnership by expanding the product portfolio within their joint venture.
1.1. Financial Performance
The standalone financial highlights for the year under review are as follows:
(Rs' in Crores)
|
Particulars
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
165.69
|
140.76
|
|
Other Income
|
5.76
|
2.90
|
|
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
99.73
|
86.80
|
|
Less: Depreciation / Amortisation
|
4.83
|
5.82
|
|
Profit / loss before Finance Costs, Exceptional items and Tax Expense
|
94.90
|
80.98
|
|
Less: Finance Costs
|
4.99
|
1.68
|
|
Profit / loss before Exceptional items and Tax Expense
|
89.91
|
79.30
|
|
Add / (less): Exceptional items
|
-
|
-
|
|
Profit / (loss) before Tax Expense
|
89.91
|
79.30
|
|
Less: Tax Expense (Current & Deferred)
|
5.30
|
11.19
|
|
Profit / (loss) for the year (1)
|
84.61
|
68.11
|
|
Total Other Comprehensive Income / loss (2)*
|
5.74
|
5.02
|
|
Total (1+2)
|
90.35
|
73.13
|
|
Balance of profit / loss for earlier years
|
103.91
|
97.00
|
|
Less: Transfer to Reserves
|
-
|
(25.61)
|
|
Less: Dividend paid on Equity Shares
|
(54.26)
|
(35.69)
|
|
Balance carried forward
|
134.60
|
103.91
|
*Re-measurement of defined benefit plans (net) recognised as part of retained earnings.
The Key Performance Indicators, operational performance and balance sheet summary are furnished in page no. 1 of this Annual Report and significant changes in key ratios are discussed in Management Discussion and Analysis Report and notes to the financial statements.
The total standalone income of the Company was '171.45 crores, increase by '27.79 crores compared to the previous year, due to increase in trade mark fee, service fee and dividend income. The Company netted a Profit After Tax (PAT) of '84.61 crores, which is 49.35% of the turnover for FY 2025-26 and this has resulted in Earnings per Share (EPS) of '59.25/- for FY 2025-26 as against an EPS of '47.70/- for previous Financial Year.
There was no material change or commitments, affecting the financial position of the Company between
the end of the financial year of the Company and date of the report other than those disclosed in the financial statements section of this Annual Report. There was no change in the nature of business during the year.
1.2. Appropriation
The Board of Directors, taking into consideration, the operational performance and financial position of the Company, have recommended a dividend of 470% (i.e., '47/- per share of '10/- each, fully paid- up) for approval of shareholders at the ensuing 90
th
Annual General Meeting (AGM) scheduled to be held on August 13, 2026. The total dividend on equity shares for FY 2025-26 would be '67.11 Crores.
On declaration of the dividend by the shareholders, it will be paid on August 24, 2026 to all the eligible shareholders, whose name appears in the register
of members of the Company as on August 06, 2026, being the Record Date fixed for this purpose, subject to deduction of tax at source where applicable. The dividend for the FY 2025-26 would be '47/- per equity share of a face value of '10/- each.
An amount of '134.60 crores of the profit is available for appropriation as at the end of FY 2025-26. No amounts were transferred to the General Reserves.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy. The policy is on the website of the Company and weblink of the same is also available under '
Annexure (ii)
' to the report on Corporate Governance section of the Annual Report.
1.3. Credit rating
The Company's financial management and its ability to service financial obligations in a timely manner, has been re-affirmed by ICRA Limited for its credit facilities during the year under review and this has been disclosed to stock exchanges and made available on the Company's website. The Corporate Governance section of this annual report carries the details of Credit rating.
1.4. Share Capital
During the year under review, there was no change in capital structure of the Company and as at the year ended March 31, 2026, the paid-up capital of the Company stood at '14,27,78,090/- consisting of 1,42,77,809 equity shares having face value of '10/- each fully paid up.
1.5. Management Discussion & Analysis
The business of your company is to hold strategic investment in subsidiaries and joint venture / associate companies (collectively called 'Rane Group') engaged in the manufacturing and marketing of components for the transportation industry and also provide services unique to Rane Group. A detailed analysis of the automotive industry, group companies' performance, internal control systems and risk management process etc. are presented in the 'Management Discussion & Analysis' report forming part of this annual report and provided in '
Annexure A
'.
1.6. Subsidiaries, Associate and Joint Venture Companies
Investment profile of your Company is across the various group companies engaged / serving the automotive industry, is detailed below:
|
Sl.
N Name of investee company
|
Products / Services
|
Shareholding
|
|
Subsidiary companies
|
|
|
|
1. Rane (Madras) Limited (RML)
|
Steering suspension linkages, Light metal casting products and other articles of aluminium, Engine valves, valve guides and tappets, Brake linings, disc pads, clutch facing and clutch button.
|
63.80%
|
|
Step Down Subsidiaries
|
|
|
|
- Rane (Madras) International Holdings B.V.,
|
Holds strategic overseas investments steering and linkage auto components.
|
63.80%
|
|
The Netherlands - (RMIH) (100% held by RML) - Rane Automotive Components Mexico S de R.L. de C.V. (RACM) (100% held by RML).
|
|
(through RML)
63.80%
(through RML)
|
|
2. Rane Holdings America Inc. USA (RHAI)
|
Providing business development services in North American region for Rane Group Companies.
|
100.00%
|
|
3. Rane Holdings Europe GmbH, Germany (RHEG)
|
Providing business development and other related support services for Rane group companies in the European region.
|
100.00%
|
|
4. Rane Steering Systems Private Limited (RSSL)
|
Manual steering columns and electric power steering.
|
100.00%
|
|
Joint Venture / Associate Companies
|
|
|
|
5. ZF Rane Automotive India Private Limited (ZRAI)
|
Hydraulic steering gear, Hydraulic pumps.
|
49.00%
|
|
6. ZF Lifetec Rane Automotive India Private Limited (ZLRAI)
1
|
Seat belts, seat webbings, airbags, airbag modules, inflators, crash sensors safety electronic systems.
|
49.00%
|
|
- ZF Rane Occupant Safety Systems Private
|
Seat belts, seat webbings, airbags, airbag modules, inflators, crash sensors safety electronic systems.
|
49.00%
|
|
Limited (ZROS) (100% held by ZLRAI)
1
|
|
(through ZLRAI)
|
|
- TRW Sun Steering Wheels Private Ltd (TSSW) (100% held by ZLRAI)
1
|
Manufacture of Steering Wheels.
|
49.00%
(through ZLRAI)
|
Note:
1. Pursuant to the Scheme of Demerger effective February 01,2026.
During the year, Rane Engine Valve Limited and Rane Brake Lining Limited, subsidiaries of the Company were amalgamated with Rane (Madras) Limited and dissolved without winding up pursuant to scheme of amalgamation coming into effect on April 07, 2025.
On February 01, 2026, the Company acquired 49% equity in ZF Lifetec Rane Automotive India Private Limited (ZLRAI), pursuant to the demerger of the Occupant Safety Division of ZF Rane Automotive India Private Limited into ZLRAI. Further in accordance with the Scheme of Demerger, the investments held by ZRAI in TSSW and ZROS were transferred to ZLRAI and thus became subsidiaries of ZLRAI.
1.7. Consolidated financial statements
The consolidated financial statements of the Company are prepared as per the following methodology specified under applicable accounting standards:
a. Subsidiary companies - each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. NonControlling interests have been appropriately considered.
b. Joint venture / Associate companies - share of profits based on the percentage of share held has been consolidated.
The consolidated financial statements of the Company are prepared based on the financial statement of the subsidiary companies and Joint Venture / Associate Companies, for the year ended March 31,2026. In case of four subsidiaries (including a step-down subsidiary), of whom the financial statements as certified by the management has been taken into consideration for the purpose of consolidation.
The salient features of financial statement of these subsidiary companies are provided in form AOC-1 forming part of this annual report in terms of the provisions of Section 129(3) of the Companies Act, 2013 ('Act'). The Company will make available a soft copy of the annual report and annual accounts of the subsidiary Companies to any member on request of the same in accordance with the provisions of Section 136 of the Act. Further, the annual financial statements of the subsidiary Companies have been made available in the website of the Company at
.
2. Board of Directors, Committees and Management
2.1. Composition
The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee, are constituted in accordance with the Act and the SEBI (LODR), wherever applicable. The Board of Directors have also constituted
an Executive Committee and a Finance Committee. The Corporate Governance Report given in
'Annexure E'
contains an overview of the role, terms of reference, meetings and composition of the Board of Directors of the Company and its Committees.
The following are the details of changes in composition of the Board of Directors and its Committees.
a. Mr. Ganesh Lakshminarayan (DIN: 00012583) was re-appointed as Chairman and Managing Director with effect from April 01, 2025 to March 31, 2029 by shareholders through Postal Ballot on March 17, 2025.
b. Mr. Ramesh Rajan Natarajan (DIN: 01628318) was appointed as an Additional director (Independent category) w.e.f July 01, 2026. A proposal is being placed before the shareholders at the ensuing Annual General Meeting for appointing Mr. Ramesh Rajan Natarajan as an Independent Director for a first term of five consecutive years from July 01,2026 to June 30, 2031.
c. Mr. Pradip Kumar Bishnoi (DIN: 00732640), Independent Director of the company will retire from the Board and its Committees as per the retirement policy of the Company, with effect from July 01,2026.
d. Consequent to the retirement of Mr. Pradip Kumar Bishnoi, the Board of Directors of the Company have inducted Mr. Ramesh Rajan Natarajan as Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee and Risk Management Committee respectively with effect from July 01, 2026. Mr. M M Murugappan was inducted as Member of the Audit Committee with effect from July 01,2026.
Other than the above changes, there were no other changes in the composition of the Board of Directors / Committees during this year.
The Board of Directors are of the opinion that the Directors proposed for appointment / re-appointment at the ensuing 90
th
AGM of the Company possess integrity, necessary expertise, relevant experience and proficiency and the Corporate Governance Report annexed to this report contains necessary disclosures regarding such Director(s).
The terms and conditions of appointment of Independent Directors is available on the website of the Company and weblink of the same is also available under the Corporate Governance section of the Annual Report.
All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent Directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act,
2013 (Act) and Regulation 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), as amended from time to time. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them. The Board of Directors at its first meeting of the FY 2025-26 has taken on record the declarations and confirmations submitted by the Independent Directors. During the year, the Board had not appointed any person as an Alternate Director for an Independent Director on the Board. The Company has obtained a certificate from a Company Secretary in Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.
2.2. Retirement by rotation
Mr. Harish Lakshman (DIN: 00012602) retires by rotation at the ensuing 90
th
Annual General Meeting (AGM) and being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Harish Lakshman as a director is included in the notice convening the 90
th
AGM.
2.3. Board and Committee meetings
The schedule of meetings of the Board of Directors and Committees of the Board is circulated to the Directors in advance. During the year, six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The gap between any two consecutive meetings of the Board of Directors was less than 120 days. The details of Committee meetings are provided in the Corporate Governance report. For eligible matters, the Board / its committees may also accord approvals through resolutions passed by circulation.
2.4. Meeting of Independent Directors
A meeting of Independent Directors was held to assess the quality, quantity, timeliness of flow of information between the management and the Board and review the performance of the Non-Independent Directors. The Independent Directors expressed that the current flow of information was timely which enabled them to superior quality and to effectively perform their duties and that they are satisfied with the performance of Non-Independent Directors.
2.5. Board evaluation
The annual evaluation of the performance of the Board, functioning of its committees, individual Directors, Managing Director and the Chairman of the Board was carried out based on the criteria formulated by the Nomination and Remuneration Committee (NRC).
To all the directors, a structured questionnaire was sent seeking feedback and any comments on various parameters as recommended by the NRC. As regards,evaluation of the functioning of the Board as a whole, including Committee(s) thereof, key focus areas for evaluation were on aspects like Board diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategic matters, annual operating plan, strategic business plan and guiding the management.
The performance of the Individual Directors, including Independent Directors were evaluated through peer evaluation. The performance of Chairman was also evaluated on countenances such as ensuring top-level policy framework, creating an open environment for exchange of views besides ensuring effective mechanism for implementing board action points.
In forming the evaluation criteria of Directors, attributes such as commitment, competency and sectoral knowledge, contributions to Board decisions and discussions and staying up to date on recent trends, being aware of macrolevel developments and networking skills were considered.
The feedback outcomes including comments / suggestions, along with action plans, if any, on matters requiring attention of the board were discussed by the Chairman.
The evaluation framework includes mechanism to share evaluation feedback on individual Directors to the NRC, wherever required.
The performance review of Non-Independent Directors were carried out by the Independent Directors in their separate meeting held during the year.
2.6. Familiarisation program for Independent Directors
The details of familiarisation programmes for Independent Directors is available on the website of the Company and weblink of the same is also available under '
Annexure (ii)
' to the report on Corporate Governance section of the Annual Report.
2.7. Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)
During the year under review, there are no changes in the Key Managerial Personnel (KMP) & Senior Management Personnel (SMP) of the Company.
As at year end March 31, 2026, Mr. L Ganesh, Chairman & Managing Director, Mr. Harish Lakshman, Vice-Chairman & Joint Managing Director,
Mr. Siva Chandrasekaran, Secretary and Mr. J Ananth, Chief Financial Officer hold the office of KMP, respectively, within the meaning of Section 2(51) of the Act.
The SMPs other than KMPs, as at the year ended March 31, 2026 are Dr. P A Padmanabhan (President - Finance and Group - CFO), Mr. Rajesh Raghavan (President - Corporate), Mr. S Varadharajan (Senior Executive Vice President - Information Systems) and Mr. V Ramasubramanian (Senior Vice President - Human Resource).
Mr. Siva Chandrasekaran, Secretary of the Company will be superannuating from the services of the Company with effect from May 31, 2026 and Ms. S Subha Shree, Associate Vice President - Secretarial has been appointed as Secretary of the Company w.e.f June 01, 2026 based on the recommendation of the NRC and approval of Board of Directors of the Company.
2.8. Remuneration policy
The policy contains criteria for determining positive qualifications, positive attributes and independence of a director and also covers aspects of remuneration which is reasonable and sufficient to attract, retain and motivate Directors / employees of the quality required to run the Company successfully.
The policy on appointment and remuneration of Directors, KMP and SMP as laid down by the NRC of the Board is available on the website of the Company and weblink of the same is also available under '
Annexure (ii)
' to the report on Corporate Governance section of the Annual Report.
There has been no change in this policy during the financial year 2025-26.
In accordance with the said policy, approval was obtained from the shareholders by way of postal ballot dated March 17, 2025, in terms of Regulation 17(6) (e) of SEBI LODR, for payment of remuneration in excess of 5% of net profits of the Company to Mr. L Ganesh, Chairman and Managing Director and Mr. Harish Lakshman, Vice-Chairman and Joint-Managing Director.
The details of remuneration paid / payable to the Directors during the Financial Year 2025-26 is furnished in the Corporate Governance Report annexed to this report of the Board.
3. Audit and allied matters
3.1. Audit Committee
The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance Report section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Act and Regulation 18 of SEBI LODR and other applicable provisions of SEBI LODR, as amended from time to time.
3.2. Statutory Auditor
M/s. B S R & Co. LLP, (BSR) (Firm Registration Number 101248W/W-100022) hold the office of Statutory Auditors of the Company in terms of Section 139 of the Act read with applicable rules and as per the members approval at the 89
th
Annual General Meeting (AGM) for a second term of five consecutive years i.e., from the conclusion of 89
th
AGM (2025) until the conclusion of the 94
th
AGM (2030).
During the year under review, in compliance with SA 260 read with directives of National Financial Reporting Authority (NFRA) issued on January 07, 2026, the entire Board of Directors has been determined by the Statutory Auditors as Those Charged With Governance (TCWG). The detailed audit plan, risk assessments and interim update on audit progress and significant audit findings were communicated by the Statutory Auditors to the Board of Directors.
I n connection with the final audit update for financial year 2025-26, meetings between Statutory Auditors and TCWG was held prior to the consideration and approval of the financial results and statements (both standalone and consolidated). The Board of Directors acknowledged all the matters communicated and noted that there are no significant areas of concern.
The Statutory Auditors' report to the members for the year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.
Also, there has been no instance of fraud reported by the statutory auditors for the period under review.
3.3. Cost Audit & Maintenance of cost records
The appointment of Cost Auditor is not applicable to the Company under Companies (Cost Records and Audit) Rules, 2014. Further, the maintenance of cost records as prescribed under provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.
3.4. Secretarial Auditor
M/s. B Chandra & Associates, a firm of Company Secretaries in Practice, are the Secretarial Auditors of the Company as per the members approval accorded at the 89
th
AGM of the Company for a period of five years from financial year 2025-26 to financial year 2029-30. The Secretarial Audit report given in '
Annexure B'
was taken on record by the Board of Directors at their meeting held on May 15, 2026. The report does not contain any qualification, reservation, adverse remark or disclaimer.
3.5. Internal Auditor
M/s. Capri Assurance and Advisory Servicies, a firm of independent assurance servicie professionals, continues to be the Internal Auditors of the Company.
Their scope of engagement includes review of processes for safeguarding the assets of the Company, review of operational efficiency, ensure effectiveness of systems and processes, and assessing the internal control strengths in all areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor report directly to the Audit Committee. This Committee while reviewing their performance scope, functioning, periodicity and methodology for conducting the Internal Audit, has taken into consideration their confirmation to the effect that their infrastructure, viz., Internal Audit structure, staffing and seniority of the officials proposed to be deployed etc. which are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.
4. Directors' Responsibility Statement
I n terms of Section 134(3)(c) read with section 134(5) of the Act, the Directors, to the best of their knowledge and belief based on the information and explanations obtained by them, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;
b. t hey had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;
d. they had prepared the financial statements for the financial year on a 'going concern' basis;
e. t hey had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and
f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
5. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 (Refer '
Annexure C
') of this Annual Report. There are no materially significant RPT made by the Company with related parties which require approval of the shareholders / which have potential conflict with the interest of the Company at large.
All RPT are placed before the Audit Committee and the Board, wherever required for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are entered in the ordinary course of business and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.
All RPT are approved by the Independent Directors who are members of the Audit Committee.
The Company has put in place a proper system for identification and monitoring of such transactions. Save as disclosed in this report none of the Directors or Key Managerial Personnel have any pecuniary relationships or transactions with the Company. The policy on RPT as approved by the Board available on the website of the Company and weblink of the same is also available under '
Annexure (ii)
' to the report on Corporate Governance section of the Annual Report.
Save as otherwise disclosed elsewhere in this Annual Report, none of the Directors or Key Managerial Personnel or Senior Management Personnel have any material, financial and commercial transactions (except payment receipt of their remuneration / sitting fee, as applicable), which may have potential conflict with interest of the Company at large.
6. Corporate Social Responsibility (CSR)
The Rane Group's vision on CSR is:
'To be socially and environmentally responsible corporate citizen'.
The CSR activities of Rane Group focus on four specific areas of (a) Education; (b) Healthcare; (c) Community Development; and (d) Environment.
The CSR Committee of the Board is responsible for recommending CSR projects and activities to the Board in line with the CSR policy. The CSR Committee monitors and reviews the implementation of CSR activities periodically.
The CSR activities undertaken by the Company are in line with the CSR Policy and recommendations of the CSR Committee comprising of Mr. L Ganesh, Committee Chairman and Manging Director, Mr. Harish Lakshman, Vice Chairman and Joint Managing Director and Dr. Brinda Jagirdar, Independent Director as its members.
During the year the Company has contributed a sum of '76.82 lakhs towards CSR activities as per the CSR policy and recommendations of the CSR Committee. The 'Annexure D' to this report contains the Annual Report on CSR activities of the Company for FY 2025-26. The CSR policy of the Company is available on the website of the Company and weblink of the same is also available under 'Annexure (ii)' to the report on Corporate Governance section of the Annual Report.
Further, in terms of the CSR Rules, the Chief Financial Officer has certified to CSR Committee that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for FY 2025-26.
7. Energy conservation, technology absorption and foreign exchange earnings and outgo
The Company is conscious of the imperative to protect the environment and the natural resources for achieving sustainable economic growth and have started several initiatives in this regard such as conservation of energy and water and eco-friendly waste management system. In view of the nature of activities of the Company, disclosure relating to technology absorption is not applicable to the Company.
The disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder:
Foreign Exchange earnings and outgo
(Rs' in Crores)
|
Foreign Exchange
|
2025-26
|
2024-25
|
|
Earnings
|
13.02
|
1.01
|
|
Outgo
|
0.52
|
72.84
|
8. Corporate Governance Report
The Company is committed to maintain the highest standards of corporate governance and effective compliance with the regulatory norms under the SEBI regulations and other laws and regulations applicable to the Company. The Corporate Governance report and the certificate issued by the Statutory Auditors are available in 'Annexure E' to this report.
9. Business Responsibility and Sustainability Reporting
The Business Responsibility and Sustainability Report as applicable to the Company in terms of Regulation 34(2) of SEBI LODR for FY 2025-26 is
provided in 'Annexure F' to this report. The Company practices various business responsibility initiatives as per the Business Responsibility framework of the Rane Group. This framework is developed and steered at Rane group under the able leadership and guidance of Mr. L Ganesh, Chairman & Managing Director who is also responsible for the implementation of the Business Responsibility initiatives.
10. Particulars of Directors, KMP and employees
The details in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is available in 'Annexure G' to this report.
Pursuant to Section 136(1) of the Act, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection by the shareholders at the Registered Office of the Company during business hours.
11. Risk Management
The Risk Management Committee of the Board periodically reviews the risk management policy and its procedures. The Company has in place a Risk Management Policy covering internal and external risks including information security, cyber security, Environmental, Social and Governance (ESG) related etc., measures for risk mitigation including systems and processes for internal control to identify risks associated with the Company and measures to mitigate such risks. The details of composition, scope and the meetings held during the year are provided as part of the Corporate Governance report are provided in 'Annexure E' to this report.
12. Other disclosures
a. The details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
b. The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors' Report.
c. There was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
d. The policies approved and adopted by the Board are available on the website of the Company:
www.ranegroup.com
. The weblinks to the polices are also available under 'Annexure (ii)' to the report on Corporate Governance Section of this Annual Report.
e. The copy of the Annual Return is available on the website of the Company and weblink of the same is also available under 'Annexure (ii)' to the report on Corporate Governance section of the Annual Report. Corporate Governance section of the Annual Report.
f. The Company has complied with the applicable Secretarial Standards, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) as per section 118(10) of the Act.
g. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report.
h. The Company does not accept any deposits falling under the provisions of section 73 of the Act and the rules framed thereunder.
i. During the year, the Company has not raised any funds through preferential allotment or qualified institutions placement, hence, deviation / variation in the utilization of funds does not arise.
k. The Company has established a formal vigil mechanism named 'Rane Whistle Blower Policy' for reporting improper or unethical practices or actions which violate the code of conduct of the Company. The policy which is also available on the intranet portal of the Company provides for adequate safeguard against victimisation and direct access to the Chairman of the Audit Committee for the employees to state their complaints / grievances.
l. The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a
zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under:
No. of complaints received during the year - Nil No. of complaints disposed off during the year - Nil No. of complaints pending for more than 90 days - Nil No. of complaints pending as on end of the year - Nil
m. The Company has duly complied with the provisions of Maternity Benefits Act, 1961.
n. In compliance with the MCA Circulars and Regulation 36(1 )(a) of SEBI LODR, the notice of AGM and Annual Report for FY 2025-26 is being sent only through electronic mode to those members whose e-mail address is registered with the Company, RTA / Depositories. Further, in compliance with Regulation 36(1)(b) of SEBI LODR, a letter providing the web-link, including the exact path, where Annual Report for the FY 2025-26 is available, is being sent to those members whose e-mail address is not registered with the RTA / Depositories.
Annual General Meeting
The 90
th
AGM would be conducted through
Video Conferencing or Other Audio-Visual Means on Thursday, August 13, 2026 at 15:00 hrs (IST). AGM notice shall carry the detailed instructions and notes in this regard.
Acknowledgement
We thank our Investors, Customers, Vendors, Bankers, Regulatory and Government Authorities, Reserve Bank of India, Stock Exchanges and Business Associates for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.
For and on behalf of the Board
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Harish Lakshman
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Ganesh Lakshminarayan
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Vice-Chairman & Joint
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Chairman &
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Managing Director
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Managing Director
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DIN:00012602
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DIN:00012583
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Place: Chennai
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Place: Coonoor
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Date: May 15, 2026
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Date: May 15, 2026
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