<dhhead>REPORT OF THE BOARD OF DIRECTORS</dhhead>

Your Board of Directors hereby present to you the Twenty Second 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.

1.1. Financial Performance

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

The Key Performance Indicators, operational performance and summary on balance sheet 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 turnover of the company was '3,817.13 crores, which is an increase of 13.45% over the previous year. The total consolidated turnover of the Company was '3,816.63 crores which is a increase of 13.56% from the previous year turnover of '3,364.28 crores. The consolidated net profit stood at '107.48 crores as against '37.65 crores compared to the previous FY 25.

The Company has a Profit After Tax (PAT) of '111.44 crores, which is 2.9% of the turnover. This resulted in an Earnings Per Share (EPS) of '40.32 for FY 2025-26 as against '17.95 in the previous year. The Company continues to be a subsidiary of Rane Holdings Limited (RHL / Holding Company). There was no material change or commitments, affecting the financial position of the Company between the end of the financial year and date of the report apart from those disclosed in the financial statements section of this Annual Report. There was no change in nature of business during the year.

1.2. Appropriation

The Board of Directors, taking into consideration, the operational performance, financial position of the Company has recommended a dividend of 160% (i.e., '16/- per share of '10/- each, fully paid- up) for approval of shareholders at the ensuing 22^nd Annual General Meeting (AGM) scheduled to be held on August 05, 2026. The total dividend payable on equity shares for FY 2025-26 would be '44.22 crores.

On declaration of the dividend by the shareholders, it will be paid on August 14, 2026 to all the eligible shareholders, whose name appears in the register of members of the Company as on July 29, 2026, being the Record Date fixed for this purpose, subject to deduction of tax at source where applicable. The total of dividend payable for the FY 2025-26 would be '16/- per equity share of a face value of '10/- each.

The Company has a carried forward loss of '92.38 crores. After adjusting for the dividend paid during the year for FY 2025-26, the Company has carried forward a loss of '(7.82) crores. 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. Merger / Scheme of Amalgamation

The Scheme of Amalgamation (Scheme) of Rane Engine Valve Limited and Rane Brake Lining Limited with and into Rane (Madras) Limited and their respective shareholder's was approved by the Hon'ble National Company Law Tribunal, Chennai Bench vide their order dated March 24, 2025. The Scheme came into effect from April 07, 2025 (Effective date) and all the assets and liabilities of Rane Engine Valve Limited and Rane Brake Lining Limited shall stand vested in the Company.

The Company on April 23, 2025 allotted 1,13,71,870 equity shares of '10/- each fully paid-up, to such eligible shareholder's of Rane Engine Valve Limited and Rane Brake Lining Limited who were holding shares as on April 22, 2025 (Record Date) in accordance with the share exchange ratio prescribed in the Scheme. The said shares were credited to the shareholders on May 27, 2025 and May 28, 2025.

The allotment resulted in 9,324 fractional entitlements which were sold in the open market in accordance with the Scheme and the net sale proceeds were also distributed to the eligible shareholders of the Company on July 31,2025.

The Company has taken necessary steps for change in name / transfer of various approvals, licences, permissions, consents etc. in the name of the Company.

1.4. Credit rating

During the year, CRISIL reviewed and re-affirmed the Long-Term Rating at 'CRISIL A+ / stable' and Short-Term Rating at 'CRlSlL A1'. The review in ratings of the Company reflects the healthy performance in fiscal 2025 and expected sustained performance over the medium term supported by steady demand scenario for the automobile sector, and improved operating performance.

These have 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.

1.5. Share Capital

During the year under review, the Company on April 23, 2025 allotted 1,13,71,870 equity shares of '10/- each fully paid-up, to such eligible shareholders of erstwhile Rane Engine Valve Limited and erstwhile Rane Brake Lining Limited in accordance with the share exchange ratio prescribed in the Scheme of Amalgamation.

The issued and paid-up equity share capital of the Company thus stands increased from '16,26,52,670/- comprising of 1,62,65,267 equity shares of '10/- each fully paid-up to '27,63,71,370/- comprising of 2,76,37,137 equity shares of '10/- each fully paid-up.

1.6. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of auto components for transportation industry viz., steering and suspension linkage products, steering gear products, aluminium alloy based high pressure die-casting products, brake components and engine components. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis report forming part of this report and provided in 'Annexure A'.

1.7.1 Overseas Subsidiaries

The Company has two (2) overseas subsidiaries - Rane (Madras) International Holdings B.V., The Netherlands (RMIH) which holds foreign strategic investments of the Company and Rane Automotive Components Mexico S de R.L. de C.V. (RACM) which is in the business of steering and linkage auto components. The investment in RACM is held by the Company directly and through RMIH.

The total investments as on March 31, 2026, by the Company in RACM and RMIH are MXN$ 19.03 million and Euro 4.32 million respectively.

All the overseas investments and financial commitments of the Company are within the applicable limits as prescribed under the Foreign Exchange Management Act, 1999 and regulations framed thereunder for the time being in force.

The highlights of performance of subsidiary companies and their contribution to the overall performance of the Company during the year under review are provided in the section 'Management Discussion & Analysis' forming part of this Annual Report. The Company does not have any associate or joint venture for the year under review.

1.8. Consolidated Financial Statements

The consolidated financial statements of the Company are prepared based on the financial statements of the subsidiary Companies viz., Wholly Owned Subsidiary - Rane (Madras) International Holdings B.V, The Netherlands, Rane Automotive Components Mexico S de R.L. de C.V.

The Company has followed the methodology prescribed under applicable accounting standards for consolidation of financial statements of the subsidiary companies i.e., each line item of income, expenditure, assets and liabilities have been consolidated one hundred percent. On consolidation, the assets and liabilities of foreign subsidiaries are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average of daily exchange rates prevailing during the year.

The salient features of financial statements of the 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 also been made in the investor's section on the website of the Company at www.ranegroup.com.

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 Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Board of Directors have also constituted an Executive Committee, Finance Committee, Investment Committee and Issue & Allotment Committee. The Corporate Governance Report given in 'Annexure F' 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 change in composition of the Board of Directors and its Committees:

a. Mr. Harish Lakshman (DIN:00012602), Chairman was appointed as Managing Director of the Company with effect from April 01,2025, pursuant to approval of the shareholders by way of Postal Ballot on March 14, 2025.

b. Consequently, the Stakeholders' Relationship Committee and Nomination and Remuneration Committee was re-constituted by inducting Mr. Ganesh Lakshminarayan in place of Mr. Harish Lakshman with effect from April 01, 2025.

c. Mr. Vikram Taranath Hosangady (DIN:09757469) who was a Non-Independent Director in the Company, was appointed as an Independent Director with effect from May 28, 2025 by the shareholders of the Company at the 21^st Annual General Meeting of the Company held on August 05, 2025.

d. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Ramesh Rajan Natarajan (DIN:01628318) as an Independent Director on the Board of Directors of the Company for second term of five consecutive years from May 21,2026 to May 20, 2031 subject to approval of shareholders of the Company. The approval of the shareholders of the Company is being sought at the ensuing Annual General Meeting for his re-appointment as an Independent Director.

e. 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. The Board of Directors are taking necessary steps to fill the vacancy that will arise in the composition of the Board. The Board will ensure that the minimum composition as required under SEBI LODR will be maintained with appropriate mix.

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 22^nd 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 further 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 LODR as amended from time to time. Further, in terms of Section 150 of the Companies Act, 2013 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 qualified 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. Ganesh Lakshminarayan (DIN:00012583) retires by rotation at the ensuing 22^nd AGM, being eligible, he offers himself for re-appointment. The proposal for re-appointment of Mr. Ganesh Lakshminarayan as a Director is being included in the notice convening the 22^nd 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, seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The gap between 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 and of superior quality which enable them 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 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, sectoral knowledge, contributions to Board decisions and discussions and staying up to date on recent trends, being aware of macro level 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 the Corporate Governance section of the Annual Report.

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

During the year under review, Mr. Harish Lakshman was appointed as 'Managing Director' with effect from April 01,2025. Apart from him, Mr. B Gnanasambandam, Senior Executive Vice President - Finance & Chief Financial Officer (CFO) and Ms. S Subha Shree, Secretary, hold the office of KMP, within the meaning of Section 2(51) of the Companies Act, 2013.

The SMPs other than KMPs, as at the year ended March 31, 2026 are Ms. Gowri Kailasam

(CEO-SLD & LMCD), Mr. Giriprasad T (President - APD) (upto May 31, 2026), Mr. Aditya Ganesh (President- LMCD and Strategy Head-SLD), Mr. R Balakrishnan (President - BCD), Mr. S Rajkumar (President - ECD) and Mr. Konark Kumar Gupta (President - APD w.e.f February 09, 2026).

With effect from June 01, 2026 the below changes in designation of SMPs & KMP were approved by the Board of Directors based on the recommendation of NRC:

a. Ms. Gowri Kailasam as Executive Director to lead the Engine Components Division (ECD) and Aftermarket Products Division (APD) and in-addition lead the Steering and Gears Division (SGD) of ZF Rane Automotive India Private Limited, joint venture company within the Rane Group;

b. Mr. Aditya Ganesh as Executive Director to lead the Steering and Linkage Division (SLD) and Light Metal Castings Division (LMCD); and

c. Mr. Venkatraman has been appointed as Secretary of the Company w.e.f June 01, 2026 in the place of Ms. S Subha Shree, on account of transfer of services within Rane group.

2.8. Remuneration policy

The policy contains criteria for determining qualifications, positive attributes, independence of a Director and also covers aspects of remuneration which is reasonable and sufficient to attract, retain and motivate Directors / high potential employees 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 on March 14, 2025 in terms of Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR), for payment of remuneration to Mr. Harish Lakshman, Chairman and Managing Director for the FY 2025-26.

Approval was also obtained from the shareholders by way of Postal Ballot on March 20, 2026 for payment of commission to Non-Executive and Independent Directors of the Company upto 1% of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act not exceeding '1.00 Crore for a period of 5 financial years starting from April 01,2025.

The details of remuneration paid / payable to the Directors during the FY 2025-26 is furnished in the Corporate Governance report annexed to this report of the Board.

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 above 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, Chartered Accountants (BSR) (Firm registration Number 101248W/W-100022) hold the office of Statutory Auditors of the Company, in terms of Section 139 of the Companies Act, 2013 read with applicable rules thereunder and as per the members approval accorded at the 21^st Annual General Meeting for a second term (2^nd term) of five consecutive years

i.e., from the conclusion of the 21^st AGM (2025) till the conclusion of 26^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.

In 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 Board of Directors, at their meeting held on May 27, 2025, had appointed M/s. Jayaram & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2025-26 as per the recommendations of the Audit Committee, after obtaining necessary certificate under Section 141 of the Act conveying their eligibility for re-appointment. In terms of Section 148(3) of the Act. The remuneration as fixed by the Board, based on the recommendation of the Audit Committee, is required to be ratified by the members at the AGM in terms of Section 148(3) of the Act. A detailed background and the proposal for ratification of remuneration payable to the Cost Auditor is being included in the notice convening the ensuing AGM. The Company maintains all such accounts and records as specified by the Central Government under Section 148(1) of the Act.

3.4. Secretarial Auditor

M/s. B Chandra & Associates., a firm of Company Secretaries in practice, have been appointed by the Board of Directors as Secretarial Auditors for the FY 2025-26. The Secretarial Audit report pursuant to Section 204 of the Act is annexed in 'Annexure B' and was taken on record by the Board of Directors at its meeting held on May 06, 2026. The report does not contain any qualification, reservation, adverse remark or disclaimer.

3.5. Internal Auditor

M/s. Deloitte Touche Tohmatsu India LLP, have held the office of the Internal Auditors with their latest tenure concluding on December 31, 2025. Based on the recommendations of the Audit Committee and after considering the proposal from the management to rotate the office of Internal Auditors, the Board of Directors of the Company at their Meeting held on February 04, 2026 approved the appointment of M/s. R. G. N. Price & Co., Chartered Accountants, as Internal Auditors for a period of 1 year commencing from January 01,2026 to December 31,2026.

Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, review of statutory and legal compliances with applicable statutes / laws and assessing the internal control strengths in all these 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 reports directly to the Audit Committee. The 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

In 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. they had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

d. they had prepared the financial statements for the financial year on a 'going concern' basis;

e. they had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. The Company has not entered into any transaction of material nature with any of the promoters, Directors, management or relatives or subsidiaries etc., except for those disclosed in AOC-2 (Refer 'Annexure C') of this 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 into in the ordinary course of business and are 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 has any pecuniary relationships or transactions with the Company. The policy on Related Party Transaction as approved by the 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.

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, 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 viz.: (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.

During the year, the Company has contributed a sum of '1.89 crores on various 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 'Annexure E' to this report contains the information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

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 F' to this report.

9. Particulars of Directors, Key Managerial Personnel and Employees

The details in terms of Section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is available in 'Annexure G' to this report.

Pursuant to Section 136(1) of the Companies Act, 2013, 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.

10. 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 F' to this report.

11. Other disclosures

a. The details of loan, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013, if any, 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.

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. Business Responsibility and Sustainability Reporting is not applicable to the Company since it does not fall under the top 1000 listed companies based on market capitalisation.

h. 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.

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

j. 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.

k. The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) 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 - 2 No. of complaints disposed off during the year - 1 No. of complaints pending for more than 90 days - Nil No. of complaints pending as on end of the year - 1

l. The Company has duly complied with the provisions of Maternity Benefits Act, 1961.

m. In compliance with the MCA Circulars and Regulation 36(1 )(a) 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 the SEBI Listing Regulations, 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 22^nd AGM would be conducted through video conferencing or other audio-visual means Wednesday, August 05, 2026 at 14:00 hrs (1ST), as per the framework notified by the Ministry of Corporate Affairs. AGM notice shall carry the detailed instructions and notes in this regard.

Acknowledgement

We thank our Customers, Investors, Suppliers, Vendors, Bankers, Government and Regulatory Authorities and other Business Associates for their continued support in successful performance of the Company. We place on record our appreciation for the committed services of all our employees.