Rane Holdings

Registered Office Tel: 91 44 2811 2472
“Maithri”, URL; www.ranegroup.com

No. 132, Cathedral Road,
Chennai 600 086,
India.
CIN: L35999TN1936PLC002202
________________________________________
Rane Holdings Limited

________________________________
//Online submission//
RHL/SE/014/2022-23 June 07, 2022
BSE Limited (BSE) National Stock Exchange of India Limited

Listing Centre (NSE)
Scrip Code: 505800 NEAPS
Symbol: RANEHOLDIN
Dear Sir / Madam,
Sub: Notice of the 86th Annual General Meeting & 86th Annual Report FY 2021-22 -
Regulation 34 SEBI LODR
Ref: our letter no. RHL/SE/008/2022-23 dated May 26, 2022
The Eighty Sixth Annual General Meeting (86th AGM) is scheduled to be held on Wednesday,
June 29, 2022 at 14:00 hrs IST through Video Conference (VC) / Other Audio Visual Means
(OAVM). The Company has engaged Central Depository Services (India) Limited (“CDSL”) for
providing E-voting services and VC/OAVM facility for this AGM. Details of e-voting are as follows:
Cut-off date for determining eligibility for the remote e-
June 22, 2022 (Wednesday)
voting & e-voting at the AGM
e-Voting start date and time June 26, 2022 (Sunday) and 09:00 hrs IST
e-Voting end date and time June 28, 2022 (Tuesday) and 17:00 hrs IST
In terms of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (SEBI LODR) the copy of 86th Annual Report along with the Notice of the
86thAGM dated May 26, 2022 being sent to the shareholders of the Company, is enclosed
herewith and the same is also available on the website of the Company at www.ranegroup.com.
We request you to take the above on record as compliance with relevant regulations of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and
disseminate to the stakeholders.
Thanking you.
For Rane Holdings Limited
Siva Chandrasekaran
Secretary
Encl.: a/a
86 th Annual Report 2021-22
Company Overview
READ INSIDE
Financial Highlights............................................................... 1
Chairman Message................................................................ 2
Corporate Information.......................................................... 3
Notice...................................................................................... 4
Management Reports
Report of the Board of Directors....................................... 13
Management Discussion and Analysis.............................. 21
Corporate Governance Report.......................................... 40
Standalone Financial Statements

Independent Auditor’s Report .......................................... 61
Balance Sheet....................................................................... 70
Statement of Profit and Loss............................................... 71
Statement of Changes in Equity........................................ 72
Cash Flow Statement........................................................... 73
Notes..................................................................................... 74
Consolidated Financial Statements

Independent Auditor’s Report ........................................116
Balance Sheet.....................................................................124
Statement of Profit and Loss.............................................125
Statement of Changes in Equity......................................126
Cash Flow Statement.........................................................128
Notes...................................................................................130
Corporate Overview
Management Reports
Financial Statements
FINANCIAL HIGHLIGHTS - STANDALONE
OPERATIONAL PERFORMANCE
(` in Crores)
FINANCIAL YEAR FY 22 FY 21 FY 20 FY 19 FY 18 FY 17 FY 16 FY 15 FY 14 FY 13
Total Income 109.24 65.99 97.78 128.49 97.09 98.81 75.85 59.94 53.50 57.73
Earnings Before Interest, Tax, 56.65 21.13 62.42 90.96 62.40 66.95 46.29 33.99 29.16 34.49
Depreciation & Amortisation
(EBITDA)*
Profit Before Tax (PBT)* 47.66 14.98 57.04 87.49 58.79 62.76 42.90 32.68 27.95 32.53
Profit After Tax (PAT) 33.88 1.36 50.82 76.36 48.79 49.80 35.65 25.92 21.73 25.95
(*) EBITDA & PBT arrived after considering exceptional item.
KEY PERFORMANCE INDICATORS
Return on Capital Employed (ROCE) % 12.32 6.11 15.18 19.96 15.44 17.96 13.66 11.53 10.44 12.90
Return on Equity (ROE) % 6.96 0.29 11.41 19.13 13.34 15.20 12.17 9.38 8.24 10.32
Earnings Per Share (`) 23.73 0.95 35.59 53.48 34.17 34.88 24.97 18.16 15.22 18.17
Dividend (%) (@) 120 - 80 190 145 85 100 75 65 80
Dividend Payout (%) (#) 51 - 25 49 51 29 48 50 50 51
Book Value Per Share (`) 354.00 328.17 321.84 301.87 257.33 244.98 212.14 198.25 188.75 180.81
(@) Includes final /interim dividend, if any, recommended by the Board for the respective financial years.
(#) Dividend payout is calculated on profits.
BALANCE SHEET HIGHLIGHTS**

(` in Crores)
Equity Share Capital 14.28 14.28 14.28 14.28 14.28 14.28 14.28 14.28 14.28 14.28
Shareholders' funds 505.43 468.56 459.52 431.01 381.69 349.77 302.90 283.06 269.49 258.16
Non current Liabilities 62.45 72.82 23.41 13.99 19.15 8.45 22.40 0.64 0.84 2.65
Current Liabilities 23.15 20.46 19.43 16.34 16.45 13.67 12.23 18.47 16.93 14.25
Non current assets 582.38 538.84 483.22 445.00 394.38 306.38 320.74 280.92 273.17 267.38
Current assets 8.65 23.00 19.14 16.34 22.91 65.51 16.78 21.25 14.09 7.68
** based on revised Schedule VI to Companies Act, 1956/ Schedule III to Companies Act, 2013 as applicable
Note :
1. Figures for FY17 onwards are as per Indian Accounting Standards (Ind AS) prescribed under the Companies Act, 2013.
Hence these figures are not comparable with the corresponding figures reported for the previous years.
RANE GROUP AGGREGATE

(` in Crores)
FINANCIAL YEAR FY 22 FY 21 FY 20 FY 19 FY 18 FY 17
Total Income* 5,440.14 4,140.37 4,436.85 5,369.41 4,792.71 4,070.83
EBITDA# 276.62 145.07 244.65 552.26 600.19 533.78
PBT# 3.81 (113.60) (32.79) 288.76 355.00 306.31
PAT (0.68) (96.68) (28.31) 178.56 230.49 211.67
EPS** (`) 16.91 (35.42) (1.90) 72.65 91.26 93.41
Net Worth 1,103.19 1,082.17 1,149.43 1,275.14 1,185.76 963.95
(*) Total Income are net of excise duty wherever applicable

(#) EBITDA & PBT arrived after considering exceptional item
(**) Basic EPS for RHL on Consolidated basis
Annual Report 2021-22 1

From the Desk of the Chairman
Dear Stakeholders,
FY22 was an eventful year with the country weathering two waves of COVID-19.
The global economy is projected to have grown by 5.9% in 2021, the fastest rate
recorded in over four decades. After recovering from a historic contraction of 7.3%
in the preceding year, India’s economy is estimated to have grown by 9.0% in FY22
surpassing pre-pandemic level.
The demand environment remained largely favourable with passenger vehicle and
commercial vehicle segments clocking healthy growth whereas two wheeler and farm
tractor segments had marginal decline. Semiconductor shortages continued in FY22.
Supply chain and logistics related issues have been chaotic and last but not the least,
commodity price increases globally and in India has been extremely challenging.
Group Performance
The group aggregate Total Revenue grew 31% to `5,440 crore, highest ever revenue
for the group. Though the growth was partially due to low base and commodity
price adjustments, the group companies continued to gain market share with key
customers, and grow the international business to post healthy growth. Through
various cost savings and operational improvement initiatives, we were able to sustain
the EBITDA margin despite significant increase in the material cost.
The group companies continued to focus on operational improvement initiatives
to handle the inflationary pressures and saw good traction with new business
development initiatives during this period.
Operating Companies
Both the steering and light metal castings business of Rane Warranty issue continued to hurt the Rane NSK Steering
(Madras) Limited experienced strong growth supported by Systems Private Limited. We made further warranty provisions
increased off-take from domestic and international customers. based on the continued claims in FY22. We are confident
Strong order book pipeline will support strong growth in the that the countermeasure has adequately addressed the root
coming years. cause and the claims are pertaining to the period prior to the
countermeasure. With regard to the financial burden, we are
Rane Light Metal Casting America (LMCA) has been able to in continuous discussion with the Joint Venture Partner NSK
sustain operational performance with continuation of TQM and our Customer to solve this
practices. LMCA continued to face challenges in the global
supply chain shortage leading to deferment in launch of key CSR
new businesses and lower off take from existing customers.
The focus for FY 2022-23 will be to build on the operational Rane’s major CSR projects of Polytechnic College and CBSE
improvements, secure new businesses and hope for volume School continued to flourish and make progress. Rane
enhancement of our current business to ensure the long term Polytechnic had 100% placements for 2020-21 batch and
sustainability of the Company. stepped into eleventh academic year 2021-22. Rane Vidyalaya
stepped into fourth academic year 2021-22 with 459 students
Rane Engine Valve Limited (REVL) continued improving the across LKG to Class VII.
operational performance across plants. REVL is focusing on
growing its EV insulted business including non-auto business. Looking forward
Non-auto business grew 42% and contributes 25% of REVL Though we are seeing headwinds in global economy and
sales. With the increase in volumes, we are looking at achieving supply chain challenges, we remain optimistic about the
a full turnaround and break even in 2022-23. demand environment in FY23. We are working across the
With the support of favourable market demand, Rane Brake supply chain to mitigate the challenges.
Lining posted strong growth. Margin was significantly An excellent, dedicated and professional team of employees
impacted due to commodity price increases. continue to drive the company’s efforts on enhancing our
Over the past 35 years, our relationship with ZF (erstwhile TRW) market position and improving the operational performance.
grew and we were able to bring in advanced technologies to On behalf of the entire Board of Rane Holdings Limited,
customers in India. To enhance the cooperation and to take I would like to thank all our stakeholders – Customers,
the relationship to the next level, we agreed to transfer 1% Employees, Vendors, Investors, Bankers, Government, and
stake to the joint venture partner ZF. Also, the name of “Rane most importantly our shareholders, who have conferred
TRW Steering Systems Private Limited” was changed to “ZF immense confidence in us, throughout this long journey.
Rane Automotive India Private Limited” (ZRAI) reflecting the
transformation the company has undergone from steering
products to include passive safety systems and increased Yours Sincerely,
cooperation between the joint venture partners. ZRAI L Ganesh
benefited with the strong growth in Indian commercial vehicle Chairman
segment and off-take from export customers.
2 Annual Report 2021-22

Corporate Overview
Management Reports

Board of Directors Listing of Shares on
L Ganesh, BSE Limited, Mumbai
Chairman & Managing Director National Stock Exchange of India Limited, Mumbai
Harish Lakshman,
Vice Chairman & Joint Managing Director Statutory Auditors
Pradip Kumar Bishnoi M/s. B S R & Co., LLP,
Rajeev Gupta Chartered Accountants,
Dr. Sheela Bhide KRM Tower, First & Second Floor,
Dr. V Sumantran No.1, Harrington Road,
Chetpet, Chennai - 600 031
Chairman Emeritus
L Lakshman Secretarial Auditors
M/s. S Krishnamurthy & Co.,
Audit Committee Company Secretaries,
Dr. V Sumantran, Chairman "Sreshtam", Old No.17, New No.16,
L Ganesh Pattammal Street, Mandaveli,
Rajeev Gupta Chennai - 600 028.
Dr. Sheela Bhide
Bankers
Stakeholders Relationship Committee HDFC Bank Limited, Chennai - 600 004
Dr. Sheela Bhide, Chairperson Federal Bank Limited, Chennai - 600 002
L Ganesh
Harish Lakshman Registered Office
Nomination and Remuneration Committee CIN: L35999TN1936PLC002202
Dr. V Sumantran, Chairman "MAITHRI", 132, Cathedral Road,
Pradip Kumar Bishnoi Chennai 600 086
Dr. Sheela Bhide Phone : +91 44 28112472
Email : [email protected]
Corporate Social Responsibility Committee Website : www.ranegroup.com
L Ganesh, Chairman
Harish Lakshman Registrar and Transfer Agent
Dr. Sheela Bhide Integrated Registry Management Services Private Limited,
"Kences Towers", 2nd Floor, No.1 Ramakrishna Street,
Risk Management Committee North Usman Road, T.Nagar, Chennai - 600 017
L Ganesh, Chairman Ph : +91-44-28140801-03; Fax : +91-44-28142479
Harish Lakshman E-mail : [email protected]
Dr. V Sumantran Website : www.integratedindia.in
P A Padmanabhan, President- Finance
President - Corporate Services

R Venkatanarayanan
President – Finance and Group CFO

P A Padmanabhan
Executive Vice President - Secretarial & Legal and Secretary

Siva Chandrasekaran
Senior Vice President - Finance & CFO

M A P Sridhar Kumar


CIN: L35999TN1936PLC002202
Registered Office: “Maithri”,No. 132, Cathedral Road, Chennai - 600 086
Phone: 044-28112472/73
E-mail:[email protected], website:www.ranegroup.com
NOTICE TO MEMBERS
NOTICE is hereby given that the Eighty Sixth (86th) Annual General Meeting of Rane Holdings Limited will be held on
Wednesday, June 29, 2022 at 14:00 hrs (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to
transact the following business:
ORDINARY BUSINESS: “Resolved that Mr. Harish Lakshman (DIN: 00012602)
who retires by rotation under article 111 and 113 of
1. To consider and adopt the Audited Financial Statement the Articles of Association of the Company and being
of the Company for the year ended March 31, 2022, eligible has offered himself for re-appointment, be and
together with reports of the Board of Directors and the is hereby re-appointed as a Director of the Company.”
Auditor thereon
SPECIAL BUSINESS:
To consider passing the following resolution(s) as an
ordinary resolution: 4. To re-appoint Mr. Rajeev Gupta (DIN: 00241501) as an
Independent Director for a second term
(i) “Resolved that the Standalone Audited Financial
Statement of the Company for the year ended To consider passing the following resolution as a special
March 31, 2022 together with the reports of the Board resolution:
of Directors and the Auditor thereon, as circulated to
the members and presented to the meeting be and are “Resolved that pursuant to the provisions of Sections
hereby adopted.” 149, 150, 152 read with Schedule IV and such other
applicable provisions of the Companies Act 2013
(ii) “Resolved that the Consolidated Audited Financial and applicable rules made thereunder (including any
Statement of the Company for the year ended March 31, statutory modification(s) or re-enactment thereof for the
2022 together with the report of the Auditor thereon, time being in force) Mr. Rajeev Gupta (DIN: 00241501),
as circulated to the members and presented to the who was appointed as an Independent Director and
meeting be and are hereby adopted.” who holds office upto the conclusion of this Annual
General Meeting and being eligible, be and is hereby
2. To declare dividend on equity shares re-appointed as an Independent Director of the
To consider passing the following resolution as an Company, not liable to retire by rotation, to hold office
ordinary resolution: for a second term of five consecutive years with effect
from the conclusion of the Eighty Sixth Annual General
“Resolved that a dividend of `12/- per equity share Meeting upto Ninety First Annual General Meeting
having face value of `10/- each fully paid up on or June 28, 2027, whichever is earlier, in accordance
1,42,77,809 equity shares be and is hereby declared with the policy of the Company applicable to Board of
out of the profits of the Company for the year ended Directors from time to time.”
March 31, 2022 absorbing a sum of `17.13 crores and
that the dividend be paid, subject to deduction of (By order of the Board)
applicable taxes at source, to those shareholders, whose For Rane Holdings Limited
names appear in the Company’s Register of Members
as on Wednesday, June 22, 2022.”
Chennai Siva Chandrasekaran
3. To appoint a Director in the place of Mr. Harish May 26, 2022 Secretary
Lakshman (DIN: 00012602), who retires by rotation and Registered Office:
being eligible, offers himself for re-appointment Rane Holdings Limited
To consider passing the following resolution as an “Maithri”, No.132, Cathedral Road,
ordinary resolution: Chennai - 600 086
CIN: L35999TN1936PLC002202
www.ranegroup.com

AGM Notice
NOTES:
1. The 86th AGM of the Company is being conducted Regulations, 2015 (SEBI LODR). Accordingly,
through VC / OAVM Facility, in compliance with General shareholders holding securities in demat mode are
Circular No. 02/2022 dated May 05, 2022 issued by requested to update their bank details with their
the Ministry of Corporate Affairs (‘MCA Circulars’) depository participants. Shareholders holding securities
and the provisions of the Act which does not require in physical form may send a request updating their bank
physical presence of Members at a common venue. The details to the Company’s Registrar and Transfer Agent.
deemed venue for the 86th AGM shall be the Registered
9. Members holding shares in dematerialized form are
Office of the Company. The Company has engaged
requested to notify any change in their addresses, bank
Central Depository Services (India) Limited (CDSL) for
details or e-mail address with their respective DP and
facilitating voting through electronic means i.e., remote
those holding shares in physical form are requested to
e-voting and voting at the AGM.
notify the RTA at the following address:
2. In terms of Section 102 of the Companies Act, 2013
M/s. Integrated Registry Management Services
and Secretarial Standard on General Meetings (SS-2),
Private Limited
an explanatory statement setting out the material facts
SEBI Registration No. INR000000544
concerning business to be transacted at the AGM is
2nd Floor, “Kences Towers”, No.1, Ramakrishna Street,
annexed and forms part of this Notice.
North Usman Road, T Nagar,
3. Pursuant to the provisions of the Act, a Member entitled Chennai - 600 017
to attend and vote at the AGM is entitled to appoint e-mail ID: [email protected]
a proxy to attend and vote on his/her behalf and the Phone: 044 2814 0801-803;
proxy need not be a Member of the Company. Since Fax: 044 2814 2479
this AGM is being held pursuant to the MCA Circulars
10. Pursuant to Finance Act 2020, dividend income is taxable
through VC / OAVM, physical attendance of Members
in the hands of shareholders w.e.f. April 01, 2020 and
has been dispensed with. Accordingly, the facility for
the Company is required to deduct tax at source from
appointment of proxies by the Members will not be
dividend paid to shareholders at the prescribed rates.
available for the AGM and hence the Proxy Form and
The shareholders are requested to update their PAN with
Attendance Slip are not annexed to this Notice.
the Company / RTA (in case of shares held in physical
4. Corporate members intending to send their authorised mode) and depositories (in case of shares held in demat
representatives to attend the AGM through VC / OAVM mode). Shareholders (Resident / Foreign) are required to
on its behalf and to vote through remote e-voting are update necessary documents for exemption / deduction
requested to send to the Company a certified copy of at beneficial rates by uploading necessary documents
the Board resolution authorising their representative on the website of the Company at https://ranegroup.
to the registered email address of the Company i.e., com/rane-holdings-limited-investors/#forms__formats___
[email protected]. document_upload or email to investorservices@
ranegroup.com.
5. The cut-off date for the purpose of determining
eligibility of members for voting in connection with the 11. The Securities and Exchange Board of India (SEBI)
Eighty Sixth AGM is Wednesday, June 22, 2022. has recently mandated furnishing of PAN, KYC details
(i.e., Postal Address with Pin Code, email address,
6. Pursuant to the relevant provisions of the Companies mobile number, bank account details) and nomination
Act, 2013, dividend, which remained unclaimed/unpaid details by holders of securities. Effective from January
for a period of seven years from the date they became 01, 2022, any service requests or complaints received
due for payment are required to be transferred to the from the member, will not be processed by RTA till the
Investor Education and Protection Fund (IEPF). The aforesaid details/ documents are provided to RTA. On
shares in respect of such dividend are also liable to be or after April 01, 2023, in case any of the above cited
transferred to the demat account of the IEPF Authority. documents/ details are not available in the Folio(s),
7. Members may also note that the notice of the Eighty RTA shall be constrained to freeze such Folio(s).
Sixth AGM and the annual report 2022 will be available Relevant details and forms prescribed by SEBI in this
in the Investors Section on the Company’s website regard are available on the website of the Company at
www.ranegroup.com. https://ranegroup.com/forms_download#forms.
8. Listed companies are required to use the Reserve Bank 12. As per SEBI norms, with effect from January 25, 2022,
of India’s approved electronic mode of payment such as all transmission/transfer requests including issuance
National Automated Clearing House (NACH), National of duplicate share certificates are mandatorily to be
Electronic Fund Transfer (NEFT), Real Time Gross processed in dematerialised form only.
Settlement (RTGS) for making payments like dividend 13. In compliance with the aforesaid MCA Circular dated
to the shareholders, in terms of Schedule I of the SEBI May 05, 2022 and SEBI circular dated May 13, 2022,
(Listing Obligations and Disclosure Requirements) the Notice of the AGM along with the Annual Report

2022 is being sent only through electronic mode to ‘remote e-voting’ process and voting at the AGM,
those Members whose email addresses are registered in a fair and transparent manner.
with the Company / Depositories. Members may note
that the Notice and Annual Report 2022 will also be iv. The Results declared along with the report of the
available on the Company’s website www.ranegroup. Scrutinizer shall be placed on the website of the
com, websites of the Stock Exchanges i.e. BSE Limited Company www.ranegroup.com and on the website
and National Stock Exchange of India Limited at www. of CDSL www.evotingindia.com immediately after
bseindia.com and www.nseindia.com respectively, and the declaration of result by the Chairman or a
on the website of CDSL www.evotingindia.com. person authorized by him in writing. The results
shall also be immediately forwarded to the stock
14. The Members attending the AGM through VC / OAVM exchanges where the Company’s shares are listed.
shall be counted for the purpose of reckoning the
quorum under Section 103 of the Act. The Instructions TO Shareholders For Remote
E-Voting Are As Under And Joining Virtual
15. Information pursuant to regulations 36(3) of SEBI LODR Meetings Are As Under
and Secretarial Standard on General Meeting (SS-2)
with respect of the Directors seeking re-appointment, (i) The voting period begins on Sunday, June 26, 2022 at
at the AGM are furnished in the Annexure to this Notice. 09:00 hrs (IST) and ends on Tuesday, June 28, 2022 at
The Directors have furnished the requisite consents / 17:00 hrs (IST). During this period shareholders of the
declarations for their appointment / re-appointment. Company, holding shares either in physical form or
in dematerialized form, as on the cut-off date (record
16. Members seeking any information with regard to any date) of Wednesday, June 22, 2022 may cast their vote
matters be placed at the AGM, are requested to write electronically. The e-voting module shall be disabled by
well in advance to the Company on investorservices@ CDSL for voting thereafter.
ranegroup.com. The same will be replied by the
Company suitably. (ii) Shareholders who have already voted prior to the
meeting date would not be entitled to vote at the
17. Since the AGM will be held through VC / OAVM, the meeting venue.
route map is not annexed in this notice.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
18. In compliance with provisions of Section 108 of the CIR/P/2020/242 dated 09.12.2020, under Regulation
Companies Act, 2013, Rule 20 of the Companies 44 of Securities and Exchange Board of India (Listing
(Management and Administration) Rules, 2014 Obligations and Disclosure Requirements) Regulations,
(including amendments thereto) and SEBI LODR, the 2015, listed entities are required to provide remote
Company is pleased to provide members/shareholders e-voting facility to its shareholders, in respect of
facility to exercise their right to vote on resolutions all shareholders’ resolutions. However, it has been
proposed to be considered at the AGM by electronic
observed that the participation by the public non-
means and the business may be transacted through
institutional shareholders/retail shareholders is at a
e-voting services.
negligible level.
i. The facility of casting the votes by the members/
Currently, there are multiple E-Voting Service Providers
shareholders using an electronic voting system
(ESPs) providing e-voting facility to listed entities in
from a place other than venue of the AGM (‘remote
India. This necessitates registration on various ESPs and
e-voting’) and for poll during the meeting will be
maintenance of multiple user IDs and passwords by the
provided by Central Depository Services (India)
shareholders.
Limited (CDSL e-Voting System).
In order to increase the efficiency of the voting
ii. A person, whose name is recorded in the register
process, pursuant to a public consultation, it has been
of members or in the register of beneficial owners
decided to enable e-voting to all the demat account
maintained by the depositories as on the cut-off
holders, by way of a single login credential, through
date only shall be entitled to avail the facility of
their demat accounts/ websites of Depositories/
‘remote e-voting’ or voting at the AGM.
Depository Participants. Demat account holders would
iii. Mr. C Ramasubramaniam, Practicing Company be able to cast their vote without having to register
Secretary (ICSI Membership no. FCS 6125), Partner, again with the ESPs, thereby, not only facilitating
M/s. CR & Associates, Company Secretaries, has seamless authentication but also enhancing ease and
been appointed as the Scrutinizer to scrutinize the convenience of participating in e-voting process.

AGM Notice
(iv) Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode
CDSL/NSDL is given below:
CDSL NSDL
1) Users who have opted for CDSL Easi / Easiest facility, 1) If you are already registered for NSDL IDeAS facility,
can login through their existing user id and password. please visit the e-Services website of NSDL. Open
Option will be made available to reach e-Voting page web browser by typing the following URL: https://
without any further authentication. The URL for users eservices.nsdl.com either on a Personal Computer or
to login to Easi / Easiest are https://web.cdslindia.com/ on a mobile. Once the home page of e-Services is
myeasi/home/login or visit www.cdslindia.com and launched, click on the “Beneficial Owner” icon under
click on Login icon and select New System Myeasi. “Login” which is available under ‘IDeAS’ section. A
new screen will open. You will have to enter your User
ID and Password. After successful authentication, you
will be able to see e-Voting services. Click on “Access
to e-Voting” under e-Voting services and you will be
able to see e-Voting page. Click on company name
or e-Voting service provider name and you will be
re-directed to e-Voting service provider website
for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the
meeting.
2) After successful login the Easi / Easiest user will 2) If the user is not registered for IDeAS e-Services,
be able to see the e-Voting option for eligible option to register is available at https://eservices.
companies where the evoting is in progress as per the nsdl.com. Select “Register Online for IDeAS “Portal
information provided by company. On clicking the or click at https://eservices.nsdl.com/SecureWeb/
evoting option, the user will be able to see e-Voting IdeasDirectReg.jsp.
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 i.e. CDSL/
NSDL/KARVY/ LINKINTIME, so that the user can visit
the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option 3) Visit the e-Voting website of NSDL. Open web
to register is available at https://web.cdslindia.com/ browser by typing the following URL: https://www.
myeasi/Registration/EasiRegistration. evoting.nsdl.com/ either on a Personal Computer
or on a mobile. Once the home page of e-Voting
4) Alternatively, the user can directly access e-Voting system is launched, click on the icon “Login” which
page by providing Demat Account Number and is available under ‘Shareholder/Member’ section.
PAN No. from a e-Voting link available on www. A new screen will open. You will have to enter your
cdslindia.com home page or click on https://evoting. User ID (i.e. your sixteen digit demat account number
cdslindia.com/Evoting/EvotingLogin. The system will hold with NSDL), Password/OTP and a Verification
authenticate the user by sending OTP on registered Code as shown on the screen. After successful
Mobile & Email as recorded in the Demat Account. authentication, you will be redirected to NSDL
After successful authentication, user will be able Depository site wherein you can see e-Voting page.
to see the e-Voting option where the evoting is in Click on company name or e-Voting service provider
progress and also able to directly access the system name and you will be redirected to e-Voting service
of all e-Voting Service Providers. provider website for casting your vote during the
remote e-Voting period or joining virtual meeting &
voting during the meeting.
Individual Shareholders (holding securities in demat mode) can see e-Voting feature. Click on company name or e-Voting
login through their Depository Participants service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the
You can also login using the login credentials of your demat remote e-Voting period or joining virtual meeting & voting
account through your Depository Participant registered during the meeting.
with NSDL/CDSL for e-Voting facility. After Successful login,
you will be able to see e-Voting option. Once you click on Important note: Members who are unable to retrieve User
e-Voting option, you will be redirected to NSDL/CDSL ID / Password are advised to use Forget User ID and Forget
Depository site after successful authentication, wherein you Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in For Physical shareholders and other
demat mode for any technical issues related to login through than individual shareholders holding
Depository i.e. CDSL and NSDL shares in Demat.
Dividend Enter the Dividend Bank Details or
Login type Helpdesk details
Bank Details Date of Birth (in dd/mm/yyyy format)
Individual Members facing any technical issue
OR Date of as recorded in your demat account
Shareholders in login can contact CDSL helpdesk
Birth (DOB) or in the company records in order
holding securities by sending a request at helpdesk.
to login.
in Demat mode [email protected] or contact at
• If both the details are not
with CDSL 022- 23058738 and 022-23058542-43.
recorded with the depository
Individual Members facing any technical issue or company, please enter the
Shareholders in login can contact NSDL helpdesk member id / folio number in the
holding securities by sending a request at evoting@ Dividend Bank details field.
in Demat mode nsdl.co.in or call at toll free no.: 1800
with NSDL 1020 990 and 1800 22 44 30 (vi) After entering these details appropriately, click on
“SUBMIT” tab.
(v) Login method for e-Voting and joining virtual meetings
for Physical shareholders and shareholders other than (vii) Shareholders holding shares in physical form will then
individual holding in Demat form. directly reach the Company selection screen. However,
shareholders holding shares in demat form will now
a. The shareholders should log on to the e-voting reach ‘Password Creation’ menu wherein they are
website www.evotingindia.com. required to mandatorily enter their login password in
b. Click on “Shareholders” module. the new password field. Kindly note that this password
is to be also used by the demat holders for voting for
c. Now enter your User ID resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting
i. For CDSL: 16 digits beneficiary ID. through CDSL platform. It is strongly recommended not
ii. For NSDL: 8 Character DP ID followed by 8 to share your password with any other person and take
Digits Client ID. utmost care to keep your password confidential.
iii. Shareholders holding shares in Physical Form (viii) For shareholders holding shares in physical form, the
should enter Folio Number registered with the details can be used only for e-voting on the resolutions
Company. contained in this Notice.
(ix) Click on the EVSN for the relevant Company on which
d. Next enter the Image Verification as displayed and
you choose to vote.
Click on Login.
(x) On the voting page, you will see “RESOLUTION
e. If you are holding shares in demat form and had
DESCRIPTION” and against the same the option
logged on to www.evotingindia.com and voted
“YES/NO” for voting. Select the option YES or NO as
on an earlier e-voting of any company, then your
desired. The option YES implies that you assent to the
existing password is to be used.
Resolution and option NO implies that you dissent to
f. If you are a first-time user follow the steps given the Resolution.
below: (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to
view the entire Resolution details.
For Physical shareholders and other
than individual shareholders holding (xii) After selecting the resolution, you have decided to
shares in Demat. vote on, click on “SUBMIT”. A confirmation box will be
PAN Enter your 10 digit alpha-numeric displayed. If you wish to confirm your vote, click on
PAN issued by Income Tax “OK”, else to change your vote, click on “CANCEL” and
Department (Applicable for both accordingly modify your vote.
demat shareholders as well as (xiii) Once you “CONFIRM” your vote on the resolution, you
physical shareholders) will not be allowed to modify your vote.
• Shareholders who have
not updated their PAN (xiv) You can also take a print of the votes cast by clicking on
with the Company/Depository “Click here to print” option on the Voting page.
Participant are requested to
(xv) If a demat account holder has forgotten the login
use the sequence number sent
password then Enter the User ID and the image
by Company/RTA or contact
verification code and click on Forgot Password & enter
Company/RTA.
the details as prompted by the system.

AGM Notice
(xvi) Additional Facility for Non – Individual Shareholders 5. Further shareholders will be required to allow Camera
and Custodians – For Remote Voting only. and use Internet with a good speed to avoid any
disturbance during the meeting.
• Non-Individual shareholders (i.e. other than
Individuals, HUF, NRI etc.) and Custodians are 6. Please note that Participants Connecting from Mobile
required to log on to www.evotingindia.com and Devices or Tablets or through Laptop connecting via
register themselves in the “Corporates” module. Mobile Hotspot may experience Audio/Video loss due
to Fluctuation in their respective network. It is therefore
• A scanned copy of the Registration Form bearing recommended to use Stable Wi-Fi or LAN Connection
the stamp and sign of the entity should be emailed to mitigate any kind of aforesaid glitches.
to [email protected].
7. Shareholders who would like to express their views / ask
• After receiving the login details a Compliance questions during the meeting may register themselves as
User should be created using the admin login and a speaker by sending their request in advance between
password. The Compliance User would be able to from Friday, June 24, 2022 to Sunday, June 26, 2022 by
link the account(s) for which they wish to vote on. mentioning their name, demat account number / folio
• The list of accounts linked in the login should be number, email id, mobile number to investorservices@
mailed to [email protected] and ranegroup.com. The shareholders who do not wish to
on approval of the accounts they would be able to speak during the AGM but have queries may too send
cast their vote. their queries in the above manner.
• A scanned copy of the Board Resolution and Power 8. Those shareholders who have registered themselves as
of Attorney (POA) which they have issued in favour a speaker will only be allowed to express their views/ask
of the Custodian, if any, should be uploaded in questions during the meeting.
PDF format in the system for the scrutinizer to verify 9. Only those shareholders, who are present in the AGM
the same. through VC / OAVM facility and have not casted their
• Alternatively, Non Individual shareholders are vote on the Resolutions through remote e-Voting and
required to send the relevant Board Resolution/ are otherwise not barred from doing so, shall be eligible
Authority letter etc. together with attested to vote through e-Voting system available during the
specimen signature of the duly authorized signatory AGM.
who are authorized to vote, to the Scrutinizer 10. If any Votes are cast by the shareholders through the
and to the Company at the email address viz; e-voting available during the AGM and if the same
[email protected] (designated shareholders have not participated in the meeting
email address by company), if they have voted through VC / OAVM facility, then the votes cast by such
from individual tab & not uploaded same in the shareholders shall be considered invalid as the facility
CDSL e-voting system for the scrutinizer to verify of e-voting during the meeting is available only to the
the same. shareholders attending the meeting.
INSTRUCTIONS TO SHAREHOLDERS ATTENDING THE PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/
AGM THROUGH VC/OAVM & E-VOTING DURING MEETING MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/
ARE AS UNDER: DEPOSITORIES.
1. The procedure for attending meeting & e-Voting on the 1. For Physical shareholders- please provide necessary
day of the AGM is same as the instructions mentioned details like Folio No., Name of shareholder, scanned
above for e-voting. copy of the share certificate (front and back), PAN (self-
2. The link for VC / OAVM to attend meeting will be attested scanned copy of PAN card), AADHAR (self-
available where the EVSN of Company will be displayed attested scanned copy of Aadhar Card) by email to
after successful login as per the instructions mentioned Company/RTA email id.
above for e-voting. 2. For Demat shareholders- Please update your email
3. Shareholders who have voted through Remote e-Voting id & mobile no. with your respective Depository
will be eligible to attend the meeting. However, they will Participant (DP).
not be eligible to vote at the AGM. 3. For Individual Demat shareholders– Please update your
4. Shareholders are encouraged to join the Meeting email id & mobile no. with your respective Depository
through Laptops / IPads for better experience. Participant (DP) which is mandatory while e-Voting &
joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM (By order of the Board)
& e-Voting from the CDSL e-Voting System, you can write For Rane Holdings Limited
an email to [email protected] or contact at
022- 23058738 and 022-23058542/43. Chennai Siva Chandrasekaran
May 26, 2022 Secretary
All grievances connected with the facility for voting by
electronic means may be addressed to Mr. Rakesh Dalvi, Registered Office:
Sr. Manager, Central Depository Services (India) Limited Rane Holdings Limited
(CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill “Maithri”, No.132, Cathedral Road,
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai Chennai - 600 086
- 400013 or send an email to helpdesk.evoting@cdslindia. CIN: L35999TN1936PLC002202
com or call on 022-23058542/43. www.ranegroup.com
Explanatory Statement
Pursuant to Section 102(1) of the Companies Act, 2013
Item No. 4
Mr. Rajeev Gupta joined the Board of your Company on The Company has received a declaration from him that he
August 31, 2017 as an Independent Director. He is completing meets with the criteria of independence as prescribed both
his first term of five years at the conclusion of this Eighty Sixth under Section 149(6) of the Act and provisions of SEBI LODR,
AGM. has registered with the Independent Director databank
maintained by Indian Institute of Corporate Affairs (IICA) and
Mr. Rajeev Gupta has an MBA from IIM Ahmedabad and is exempted from the requisite proficiency test.
B. Tech from IIT (BHU). He has 39 years of work experience,
including 10 years in senior management roles in industrial In the opinion of Board, Mr. Rajeev Gupta fulfils the conditions
businesses and 29 years in financial services. for re-appointment as an Independent Director as specified
in the relevant provisions of the Act and SEBI LODR and he is
Mr. Rajeev Gupta founded Arpwood Financial Group in 2012 independent of management of the Company.
with businesses in M&A investment banking and Private
equity buyouts. Previously, he was a Partner of the Carlyle Other information relating to his re-appointment in
Group and Head of India buyouts from 2005 to 2010, and accordance with Secretarial Standard –SS-2 and Regulation
Joint Managing Director of DSP Merrill Lynch (from 1995 36(3) of SEBI LODR is annexed to the Notice.
to 2005). Prior to DSP Merrill Lynch, Mr. Rajeev Gupta held
The terms and conditions of re-appointment as an
leadership positions in various industrial companies.
Independent Director is available for inspection by members
Mr. Rajeev Gupta is an Independent Non-Executive Board at the registered office of the Company during the working
member of United Spirits Ltd, EIH Ltd, T.V. Today Network hours up to the date of AGM and also on the investor
Ltd, Vardhman Special Steels Ltd, TVS Capital Funds Pvt Ltd, section of website of the Company www.ranegroup.com. His
SBFC Finance Pvt Ltd and Indian Energy Exchange Ltd. He is re-appointment will also be governed by the policy of the
a member of the advisory board of Bain & Co India Ltd. Company as applicable to the Board of Directors.
His contributions to board’s discussions and decisions Mr. Rajeev Gupta is interested in the resolution as it relates
on various strategic matters especially on financial and to his own appointment. None of the other Directors and
investment related areas have been significant and beneficial KMP of the Company and their relatives are concerned or
to the Company. interested, financial or otherwise in this resolution, except to
the extent of their shareholding, if any, in the Company.
Based on the recommendations of the NRC considering his
expertise, experience and contribution and performance The Board recommends passing the resolution as set out at
evaluation of directors, the Board of Directors has proposed item no.4 of this notice as a special resolution.
to the shareholders his re-appointment in the second term as
an Independent Director for a period of 5 (five) consecutive (By order of the Board)
years with effect from conclusion of this Eighty Sixth AGM. For Rane Holdings Limited
His re-appointment proposal is in line with the Company’s
policy on Director’s appointment and remuneration and Chennai Siva Chandrasekaran
he shall not be liable to retire by rotation at the Annual May 26, 2022 Secretary
General Meeting as provided under Section 152(6) of the
Companies Act, 2013. He continues to fulfil the conditions for Registered Office:
re-appointment as an Independent Director as specified in Rane Holdings Limited
the Act and SEBI LODR. “Maithri”, No.132, Cathedral Road,
Chennai - 600 086
Mr. Rajeev Gupta is not disqualified from being appointed
CIN: L35999TN1936PLC002202
as a Director in terms of section 164 of the Act and has
www.ranegroup.com
consented for his re-appointment.

AGM Notice
Annexure to the Notice dated May 26, 2022

Information about Director(s) seeking appointment / re-appointment of the notice convening Eighty Sixth Annual
General Meeting in compliance with Regulation 36(3) of SEBI LODR and Secretarial Standard on General Meeting
(SS-2) as on May 26, 2022
Name of the Director Mr. Harish Lakshman Mr. Rajeev Gupta

I. Brief Resume
Age (in years) 48 64
Director Identification 00012602 00241501
Number (DIN)
Father’s Name Mr. L Lakshman Mr. Bodhraj Gupta
Date of Birth February 12, 1974 March 19, 1958
Educational B.E. – BITS Pilani, MSM - Purdue University, USA. B. Tech – IIT (BHU), MBA – IIM, Ahmedabad.
Qualifications
Experience Mr. Harish Lakshman has over 27 years of Mr. Rajeev Gupta has 39 years of work
industrial experience in various domains experience, including 10 years of senior
like marketing, operations, export business management roles in industrial businesses and
developments business other corporate 29 years in financial services.
functions. He spearheads the Rane Group’s
initiative to achieve accelerated profitable
growth. He is one of top 40 Indian business
leaders published by ET (2014). He serves as
Vice-Chairman of your Company apart from
being the Vice-Chairman of Rane Engine Valve
Limited and Rane (Madras) Limited.
Nature of expertise Industrial, technical and operational expertise Professional qualification and experience in the
in automotive and driving business across fields of manufacturing, investment banking
geographies, governance practices and and private equity have been considered to
expertise in allied disciplines. meet the required skills.
II. Other details
Date of first March 31, 2004 August 31, 2017
appointment on the
board
Terms and Conditions Re-appointed as a Non-Executive Director, Proposed to be re-appointed as Independent
of appointment liable to retire by rotation. Director in the second term as per resolution
no. 4 of the Notice convening the 86th AGM
read with explanatory statement thereto.
Last drawn Remuneration for FY 2021-22- `79,04,532/- Sitting fee paid for FY 2021-22 – `3,60,000/-
remuneration (being perquisite value of accommodation)
Remuneration sought to No approval is being sought for payment of No approval is being sought for payment
be paid remuneration. of remuneration. Eligible for sitting fee
for attending meetings of the Board and
Committees of which he is a member.
Relationship with other NIL NIL
Directors/Manager/
KMP

Name of the Director Mr. Harish Lakshman Mr. Rajeev Gupta

Other Directorships Chairman: Chairman:
Rane t4u Private Limited Vardhman Special Steels Limited
Vice Chairman: Director:
Rane (Madras) Limited United Spirits Limited
Rane Engine Valve Limited EIH Limited
Managing Director: TV Today Network Limited
ZF Rane Automotive India Private Limited Arpwood Capital Private Limited
(fka Rane TRW Steering Systems Private TVS Capital Funds Private Limited
Limited) SBFC Finance Private Limited
Director:
Indian Energy Exchange Limited
Rane Brake Lining Limited
Oriental Hotels Limited
Rane NSK Steering Systems Private Limited
Savithur Enterprises Private Limited
HL Hill Station Properties Private Limited
Young Presidents Organization
(Chennai Chapter)
Rane Light Metal Castings America Inc., USA
Rane Holdings America Inc.
Committee Chairman: Chairman:
Memberships in other Stakeholders Relationship Committee Audit Committee
Boards Rane (Madras) Limited EIH Limited
Rane Brake Lining Limited Nomination and Remuneration Committee
EIH Limited
Member:
Audit Committee Member:
Rane NSK Steering Systems Private Limited Audit Committee
Nomination and Remuneration Committee TV Today Network Limited
Rane (Madras) Limited United Spirits Limited
Rane Brake Lining Limited TVS Capital Funds Private Limited
Rane Engine Valve Limited Nomination and Remuneration Committee
Corporate Social Responsibility Committee Vardhman Special Steels Limited
Rane (Madras) Limited Corporate Social Responsibility Committee
Rane Brake Lining Limited EIH Limited
Rane Engine Valve Limited TVS Capital Funds Private Limited
Rane NSK Steering Systems Private Limited Risk Management Committee
Risk Management Committee EIH Limited
Rane (Madras) Limited
Changes in last three - V I P Industries Limited1
years directorships Cosmo Films Limited 2
Number of meetings 6 6
of the Board attended
during the year
Number of equity 1,39,882* -
shares held (including
joint holdings & HUF)*
1
ceased to be director w.e.f 09.07.2019
2
ceased to be director w.e.f 07.08.2020
* No shares are held as beneficial owners in the Company.
(By order of the Board)

For Rane Holdings Limited
Chennai Siva Chandrasekaran

May 26, 2022 Secretary

Corporate Overview
Management Reports
Report of the Board of Directors

Your Board of Directors hereby present to you the Eighty Sixth Annual Report covering the operational and financial
performance together with the accounts for the year ended March 31, 2022 and other prescribed particulars.
1. State of Company’s affairs of semiconductor shortage, shipping and logistics

constraints.
The financial year 2021-22 started with India facing a
second wave of COVID-19 pandemic. The economy The Company scaled up the production in line with
bounced back strongly with output reaching pre- the demand and worked on several cost optimization
pandemic levels on the back of buoyant government measures to mitigate the inflationary environment.
spending and pick up in investments post lifting of The Company continued to enhance its customer
restrictions. The automotive and auto components relationships and increased its business share across
industry faced supply chain challenges on the back several customers.
1.1. Financial Performance
Investment profile of your Company is across the various Group Companies engaged / serving the automotive industry,
as detailed below:
Sl. No. Name of investee company Products / Services Shareholding

Subsidiary companies
1 Rane (Madras) Limited (RML) Steering gear products, steering and 71.77%
suspension linkages, Light metal casting
products and other articles of aluminium
Step Down Subsidiaries
a) Rane (Madras) International Holdings Holds strategic overseas investments 100.00%

B.V., The Netherlands - (RMIH)
b) Rane Light Metal Castings Inc. USA High pressure Light metal casting for 100.00%
(RLMCA) automotive applications
2 Rane Engine Valve Limited (REVL) Engine valves, valve guides and tappets 54.82%
3 Rane Brake Lining Limited (RBL) Brake linings, disc pads, clutch facing and 50.03%
clutch button
4 Rane Holdings America Inc. USA (RHAI) Providing business development services 100.00%
in North American region for Rane Group
Companies
5 Rane Holdings Europe GmbH, Germany Providing business development and other 100.00%
(RHEG) related support services for Rane group
companies in the European region
6 Rane t4u Private Limited (Rt4u) Connected Mobility Solutions 98.59%
Joint Venture / Associate Companies
7 ZF Rane Automotive India Private Limited Hydraulic steering gear, Hydraulic pumps, 49.00%
(fka Rane TRW Steering Systems Private seat belt and Air Bags
Limited) (ZRAI)
8 Rane NSK Steering Systems Private Limited Manual steering columns and electric 49.00%
(RNSS) power steering
The Company’s three main income streams are Group Companies in line with each subsidiaries and
Dividend from investments, Trademark fee out of ‘RANE’ Joint Venture / Associate Companies vision and mission,
trademark ownership and Service fees from Rane Group business goals and operating models.
Companies. The Company provides services in areas
of Management consultancy, Information Technology, During the year, the Company invested an additional
Business Development and Human Resource training, `30 Crores in subsidiary Rane (Madras) Limited
which are unique and tailor-made to each of the Rane and converted the outstanding 16,99,958 warrants

(conversion of 8,49,979 warrants on August 12, 2021 Due to the buyback of shares by subsidiary Company
and conversion of 8,49,979 warrants on January 11, RBL which ended on April 26, 2021, the Company
2022) into equivalent equity shares having a face holding stands increased to 47.70%. Further, the
value of `10/- each fully paid-up ranking pari-passu in Company during the year, acquired 1,80,000 equity
all respects with the existing equity shares, including shares of `10/- each fully paid up of RBL at an average
dividend, if any. Pursuant to the conversion there were price of `625.07 per equity share through open market
no outstanding warrants. This resulted to increase in purchase. The shareholding of the Company in RBL
shareholding of the Company in RML to 71.77%. increased by further 2.33% to 50.03%. Consequent to
this, RBL hitherto which was a subsidiary company by
The Company on June 09, 2021 exercised call option virtue of control on the Board of Directors, now falls
and subsequently acquired 2,45,574 equity shares from under the class subsidiary on account of the Company’s
the other existing shareholders of Rt4u. During the year, holding total voting power standing to have increased
the Company infused `16.34 Crores by subscribing to more than 50%.
to a rights issue on September 29, 2021 (83,35,000
equity shares of `10/- each) and March 11, 2022 The Company on December 29, 2021 divested 1%
(80,01,600 equity shares of `10/- each). The acquisition (87,383 equity shares) of the total shareholding of ZRAI
/ subscription resulted in an increase in shareholding of to the other joint venture partner ZF Automotive J.V. US
the Company to 98.59% (99.45% diluted basis). LLC for a consideration of `20.16 crores. Pursuant to
the transfer, RHL holds 49% and ZF holds the remaining
The Company on March 08, 2022, subscribed to 5,15,463 51% shareholding in the Company.
warrants convertible into equivalent number of shares
having a face value of `10/- each of REVL on payment of During the period under review, there was no change
upto `3.75 crore, being the warrant subscription price in management or control of RHL in Rane Group
(i.e. 25% of the issue price of `291.00/- per warrant). Companies, except for change of shareholding in RML,
The warrants are convertible in one or more tranches RBL, ZRAI and Rt4u as discussed above. The standalone
within a period of eighteen (18) months from the date financial highlights for the year under review are as
of allotment of warrants. follows:
(` in Crores)
Particulars 2021-22 2020-21

Revenue from Operations 88.80 65.08
Other Income 20.44 0.91
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax 74.46 36.70
Expense
Less: Depreciation / Amortisation 3.09 3.06
Profit / loss before Finance Costs, Exceptional items and Tax Expense 71.37 33.64
Less: Finance Costs 5.90 3.09
Profit / loss before Exceptional items and Tax Expense 65.47 30.55
Add / (less): Exceptional items (17.81) (15.57)
Profit / (loss) before Tax Expense 47.66 14.98
Less: Tax Expense (Current & Deferred) 13.78 13.62
Profit / (loss) for the year (1) 33.88 1.36
Total Other Comprehensive Income / loss (2)* 0.11 0.49
Total (1+2) 33.99 1.85
Balance of profit / loss for earlier years 72.17 76.03
Less: Transfer to Reserves - -
Less: Dividend paid on Equity Shares - 5.71
Balance carried forward 106.16 72.17
*Re-measurement of defined benefit plans (net) recognised as part of retained earnings

Corporate Overview
Management Reports
The Key Performance Indicators, operational 1.4. Share Capital

performance and balance sheet summary are furnished
in page no. 1 of this annual report. During the year under review, the paid up capital of
the Company stood at `14,27,78,090 consisting of
The total standalone income of the Company was 1,42,77,809 equity shares having face value of `10/-
`109.24 crores, increased by 65.54% when compared each fully paid up. There has been no change in capital
to the previous year, due to Higher trade mark fee, structure of the Company.
service fees, dividend income and 1% transfer of shares
in ZRAI. The Company netted a Profit After Tax (PAT) 1.5. Management Discussion & Analysis
of `33.88 crores, which is 31.01% of the turnover for The main business of your Company is to hold strategic
FY 2021-22 and this has resulted in Earnings per Share investment in subsidiaries and Joint Venture / Associate
(EPS) of `24/- for FY 2021-22 as against an EPS of `1/- Companies (collectively called ‘Rane Group’) engaged
for previous Financial Year. in the manufacturing and marketing of components for
There was no material change or commitments, the transportation industry and also provide services
affecting the financial position of the Company between unique to Rane Group. A detailed analysis of the
the end of the financial year of the Company and date automotive industry, group companies’ performance,
of the report other than those disclosed in the financial internal control systems and risk management process
statements section of this Annual Report. There was no etc. are presented in the ‘Management Discussion &
change in the nature of business during the year. Analysis’ report forming part of this annual report and
are provided in ‘Annexure A’.
1.2. Appropriation
1.6. Subsidiaries, Associate and Joint Venture Companies
An amount of `106.16 crores of the profit is available for
appropriation as at the end of FY 2021-22. The Board The Management Discussion and Analysis section of
of Directors, taking into consideration, the operational the Annual Report contains the financial highlights
performance and financial position of the Company, of performance of Subsidiaries, Associates and Joint
have recommended a dividend of 120% (i.e., `12/- Venture Companies and their contribution to the overall
per share of `10/- each, fully paid-up) for approval performance of the Company.
of shareholders at the ensuing 86th Annual General 1.7. Consolidated financial statements
Meeting (AGM) scheduled to be held on June 29, 2022.
The total dividend paid/payable on equity shares for The consolidated financial statements are prepared
FY 2021-22 would be `17.13 crores. as per the following methodology specified under
applicable accounting standards:
On declaration of the dividend by the shareholders, it will
be paid on July 08, 2022 to all the eligible shareholders, (a) Subsidiary companies – each line item of
whose name appears in the register of members of the income, expenditure, assets and liabilities have
Company as on June 22, 2022, being the Record Date been consolidated one hundred percent. Non-
fixed for this purpose, subject to deduction of tax at Controlling interests have been appropriately
source where applicable. The total of dividend paid / considered.
payable for the FY 2021-22 would be `12/- per equity
(b) Joint Venture / Associate companies – Share of
share of a face value of `10/- each. This represents a
profits based on the percentage of share held has
payout ratio of 51%.
been consolidated.
Considering the above, the Board has retained
The consolidated financial statements of the Company
`8.38 crores as surplus in the profit and loss account.
are prepared based on the audited financial statement
A sum of `8.37 crores being 25% of profits has been
of the subsidiary companies and Joint Venture /
proposed by the Board to transfer to reserves.
Associate companies, for the year ended March 31,
The dividend pay-out is in accordance with the 2022. Except in the case of RHAI & RHEG, Wholly
Company’s Dividend Distribution Policy. The policy is Owned Subsidiaries, of whom the financial statements
available on the Company’s website: https://ranegroup. as certified by the management has been taken into
com/rhl_investors/dividend-distribution-policy. consideration for the purpose of consolidation, as there
is no requirement of audit under the jurisdictional laws
1.3. Credit rating of RHEG for the time being in force.
The Company’s financial management and its ability to The salient features of financial statement of these
service financial obligations in a timely manner, has been subsidiary / joint venture / associate companies are
re-affirmed by ICRA Limited for its credit facilities during provided in form AOC-1 forming part of this annual
the year under review and this has been disclosed to stock report in terms of the provisions of Section 129(3) of
exchanges and made available on the Company’s website. the Companies Act, 2013 (“Act”). The Company will
The Corporate Governance section of this annual report make available a soft copy of the annual report and
carries the details of credit rating. annual accounts of the subsidiary Companies to any

member on request of the same in accordance with the All the Directors have affirmed compliance with the Code
provisions of Section 136 of the Act. Further, the annual of Conduct of the Company. The Independent Directors
financial statements of the subsidiary Companies have have affirmed that they satisfy the criteria laid down
been made available in the website of the Company at under section 149(6) of the Companies Act 2013 (Act)
www.ranegroup.com. and Regulation 25 and other applicable regulations of
SEBI (Listing Obligations and Disclosure Requirements)
2. Board of Directors, Committees and Management Regulations, 2015 (SEBI LODR), as amended from time to
2.1. Composition time. Further, in terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies (Appointment
The composition of the Board of Directors and its and Qualification of Directors) Rules, 2014, Independent
Committees, viz., Audit Committee, Nomination and Directors of the Company have confirmed that they have
Remuneration Committee, Stakeholders’ Relationship registered themselves with the databank maintained by
Committee, Corporate Social Responsibility Committee the Indian Institute of Corporate Affairs (IICA) and have
and Risk Management Committee, are constituted in passed the proficiency test, if applicable to them. The
accordance with Companies Act, 2013 and the SEBI
Board of Directors at its first meeting of the FY 2021-22
(Listing Obligations and Disclosure Requirements)
has taken on record the declarations and confirmations
Regulations, 2015 (SEBI LODR). The Board of Directors
submitted by the Independent Directors. During the year,
have also constituted an Executive Committee and
the Board had not appointed any person as an Alternate
a Finance Committee. The Corporate Governance
Report given in ‘Annexure E’ to this report contains the Director for an Independent Director on the Board. The
composition of the Board of Directors of the Company Company has obtained a certificate from a Company
and its Committees. Secretary in Practice that none of the Directors on the
Board of the Company has been debarred or disqualified
The following are the details of change in composition from being appointed or continuing as Directors of
of the Board of Directors and its Committees. Companies by the SEBI / Ministry of Corporate Affairs or
• Mr. Lakshman Lakshminarayan (DIN:00012554), Non- any such statutory authority.
Executive Director, retired as per the retirement policy of 2.2. Retirement by rotation
the Company effective from the conclusion of the business
hours on May 27, 2021. He has been associated with Rane Mr. Harish Lakshman (DIN:00012602) retires by
group for over 5 decades and as Director for about 3 rotation at the ensuing 86th Annual General Meeting
decades. He has been instrumental in steering the Rane (AGM) and being eligible, he offers himself for
Group during a very challenging and exciting phase in re-appointment. The proposal for re-appointment of
the automobile industry’s evolution and transformation in Mr. Harish Lakshman as a Director is included in the
India. The Board placed on record its appreciation for the notice convening the 86th AGM.
valuable advice and guidance rendered by him during his
tenure especially on various strategic matters. 2.3. Board and Committee meetings
• Mr. Rajeev Gupta (DIN:00241501) was appointed as The schedule of meetings of the Board of Directors and
an Independent Director by the shareholders at the Committees of the Board is circulated to the Directors in
82nd AGM held on August 02, 2018 for a period of five advance. During the year, six (6) Board Meetings were
consecutive years to hold office upto the 86th AGM. convened and held, the details of which are given in the
The NRC and the Board of Directors at their respective Corporate Governance Report. The gap between any
meeting(s) held on May 26, 2022 has considered and two consecutive meetings of the Board of Directors was
recommended the re-appointment of Mr. Rajeev Gupta less than 120 days. The details of Committee meetings
as an Independent Director of the Company for a second are provided in the Corporate Governance report.
term of five consecutive years from conclusion of the For eligible matters, the Board / its Committees may
ensuing 86th AGM. The notice convening the 86th AGM also accord approvals through resolutions passed by
seeks approval of the members for his re-appointment circulation, between two meetings.
as an Independent Director through special resolution.
2.4. Meeting of Independent Directors
The Board of Directors are of the opinion that the
Director(s) proposed for appointment / re-appointment A meeting of Independent Directors was held to
at the ensuing 86th AGM of the Company possess assess the quality, quantity and timeliness of flow
integrity, necessary expertise, relevant experience and of information between the management and the
proficiency and the Corporate Governance Report Board. The Independent Directors expressed that the
annexed to this report contains necessary disclosures current flow of information and contents were good to
regarding the Director(s). effectively perform their duties.
The terms and conditions of appointment of 2.5. Board evaluation
Independent Directors have been disclosed on the
website of the Company and available at the weblink: An annual evaluation of the performance of the Board,
https://ranegroup.com/rhl_investors/terms-conditions- functioning of its committees, individual Directors,
appointment-id/. executive director(s) and the Chairman of the Board was

Corporate Overview
Management Reports
carried out based on the criteria set by the Nomination As at year end March 31, 2022, Mr. L Ganesh,
and Remuneration Committee. A structured questionnaire Chairman & Managing Director, Mr. Harish Lakshman,
was sent to all the Directors seeking qualitative inputs Vice-Chairman & Joint Managing Director, Mr. Siva
and detailed comments on various parameters as Chandrasekaran, Secretary and Mr. M A P Sridhar
recommended by the Nomination and Remuneration Kumar, Chief Financial Officer hold the office of Key
Committee. Managerial Personnel (KMP), respectively, within the
meaning of Section 2(51) of the Act.
Board diversity and skill set to review strategies,
risk management dimensions and processes, flow 2.8. Remuneration policy
of information, adequacy and timeliness of agenda
materials, effectiveness of presentations and more The policy contains criteria for determining positive
importantly the processes of reviewing strategic qualifications, positive attributes and independence
matters, annual operating plan and strategic business of a director and also covers aspects of remuneration
plans were the key focus areas for evaluation of the which is reasonable and sufficient to attract, retain and
Board and its Committee functioning. motivate Directors / employees of the quality required
to run the Company successfully.
Engagement with stakeholders, versatility in facilitating
discussions and approach towards ensuring The policy on appointment and remuneration of Directors,
implementation of board action points were the KMP and Senior Management Personnel (SMP) as laid
areas on which the Board of Directors evaluated the down by the NRC of the Board is available at the web-
performance of the Chairman. Besides these, executive link at https://ranegroup.com/rhl_investors/policy-on-
Directors were also evaluated on parameters like appointment-remuneration-of-directors-kmp-smp/. There
adequacy of focus in making the organisation future has been no change in the policy during the FY 2021-22.
ready and contribution in terms of active engagement In accordance with the said policy, approval obtained
& connect with long term strategic values. from the shareholders in terms of Regulation 17(6)
Individual Directors, including Independent Directors (e) of the SEBI (Listing Obligations and Disclosure
performance and contributions were evaluated through Requirements) Regulations, 2015 (SEBI LODR) at the
peer evaluation based on evaluation criteria determined 84th AGM held on August 14, 2020, for payment of
by Nomination and Remuneration Committee. remuneration in excess of 5% of net profits of the
Contributions to Board decisions and discussions and Company to Mr. L Ganesh, Chairman and Managing
attributes like staying up to date on recent trends, being Director and Mr. Harish Lakshman, Vice-Chairman and
aware of macro level developments and networking Joint-Managing Director.
skills were the areas considered for framing the In addition, approval was also obtained from the
evaluation criteria of Directors besides commitment, shareholders in terms of Section 188(1) of the Act at
competency and sectoral knowledge. the 85th AGM held on August 06, 2021, for payment of
The Chairman after detailed consideration of all the remuneration to Mr. L Lakshman, Chairman Emeritus, for
feedbacks, comments and suggestions received from the an amount of `1.25 crores per annum for a term of 5 years.
Directors, discussed with the Board a proposed action The details of remuneration paid / payable to the
plan on matters requiring attention of the Board which Directors during the Financial Year 2021-22 is furnished
inter-alia includes matters relating to strategic business in the Corporate Governance Report annexed to this
reviews, auto sector reviews, employee engagement report of the Board.
like technological & industrial trends impacting the auto
industry and group companies’ businesses. The evaluation 3. Audit and allied matters
framework includes mechanism to share evaluation
3.1. Audit Committee
feedback on individual Directors to the Nomination and
Remuneration Committee, wherever required. The composition, terms of reference and meetings of
the Audit Committee are disclosed in the Corporate
2.6. Familiarisation program for Independent Directors
Governance Report section of the Annual Report. The
The details of familiarisation program for Independent Audit Committee of the Board acts in accordance with
Directors has been put up on the website and available the terms of reference, which is in compliance with the
at the weblink: https://ranegroup.com/rhl_investors/ provisions of Section 177 of the Act and Regulation 18
familiarisation-programme-for-independent-directors/ . of SEBI LODR and other applicable provisions of SEBI
LODR, as amended from time to time.
2.7. Key Managerial Personnel
3.2. Statutory Auditor
During the year Mr. M A P Sridhar Kumar - Senior Vice
President - Finance was appointed as Chief Financial Officer M/s. BSR & Co., LLP (BSR) were appointed in their first
(CFO) of the Company with effect from February 01, 2022 in term as Statutory Auditors at the 84th AGM held on
the place of Mr. J Ananth, Vice President- Finance, on account August 14, 2020, for a period of five years i.e., until the
of transfer of services within Rane group. conclusion of the 89th AGM (2025).

BSR has confirmed that they do not suffer from any Audit structure, staffing and seniority of the officials
disqualification under Section 141 of the Companies proposed to be deployed etc. which are adequate and
Act, 2013 and the rules made thereunder. BSR have commensurate to the scope, functioning, periodicity
confirmed that they hold a valid peer review certificate and methodology for conducting the internal audit.
issued to them by The Institute of Chartered Accountants
of India. 4. Directors’ Responsibility Statement
BSR has not reported any matter under Section 143(12) In terms of Section 134(3)(c) read with section 134(5)
of the Companies Act, 2013 requiring disclosure of the Act, the Directors, to the best of their knowledge
under Section 134(3) (ca) of the Companies Act, 2013. and belief based on the information and explanations
The Statutory Auditors report to the members for the obtained by them, confirm that:
year ended March 31, 2022 does not contain any a. in the preparation of the annual accounts, the
qualification, reservation, adverse remark or disclaimer. applicable accounting standards had been
3.3. Cost Audit & Maintenance of cost records followed and there were no material departures;
The appointment of Cost Auditor is not applicable to b. they had selected such accounting policies and
the Company under Companies (Cost Records and applied them consistently and made judgements
Audit) Rules, 2014. Further, the maintenance of cost and estimates that were reasonable and prudent
records as prescribed under provisions of Sec 148(1) so as to give a true and fair view of the state of
of the Companies Act, 2013 are not applicable for the affairs of the Company at the end of the financial
business activities carried out by the Company. year and of the profit of the Company for the year
under review;
3.4. Secretarial Auditor
c. they had taken proper and sufficient care for the
M/s. S Krishnamurthy & Co., a firm of Company maintenance of adequate accounting records
Secretaries in Practice, is the Secretarial Auditors of the in accordance with the provisions of the Act for
Company as appointed by the Board of Directors in safeguarding the assets of the Company, preventing
terms of Section 204 of the Act. The Secretarial Audit and detecting fraud and other irregularities;
report given in ‘Annexure B’ was taken on record by
the Board of Directors at its meeting held on May 26, d. they had prepared the financial statements for the
2022. The report does not contain any qualification, financial year on a ‘going concern’ basis;
reservation, adverse remark or disclaimer. e. they had laid down internal financial controls to
The Annual Secretarial Compliance report, (hereinafter be followed by the Company and such internal
referred to as ‘compliance report’) for FY 2021-22 issued financial controls were adequate and were
by M/s. S Krishnamurthy & Co., the Secretarial Auditor operating effectively; and
of the Company, have confirmed compliance with f. they had devised proper systems to ensure
securities law applicable to the Company and the same compliance with the provisions of all applicable
has been taken on record by the Board of Directors at laws and such systems were adequate and
their meeting held on May 26, 2022. The compliance operating effectively.
report does not contain any qualification, reservation,
adverse remark or disclaimer and the Board has 5. Related Party Transactions (RPTs)
approved filing of the same with the stock exchanges.
All RPTs that were entered into during the financial
3.5. Internal Auditor year were on an arm’s length basis and were in the
ordinary course of business. The Company has not
M/s. Capri Assurance and Advisory Servicies a firm of entered into any transaction of material nature with any
independent assurance service professionals, continues of the promoters, directors, management or relatives
to be the Internal Auditors of the Company. Their scope or subsidiaries etc., except for those disclosed in AOC-
of work includes review of processes for safeguarding the 2 (Refer ‘Annexure G’) of this annual report. There are
assets of the Company, review of operational efficiency, no materially significant RPT made by the Company
ensure effectiveness of systems and processes, and with related parties which require approval of the
assessing the internal control strengths in all areas. shareholders / which have potential conflict with the
Internal Auditor findings are discussed with the process interest of the Company at large.
owners and suitable corrective actions taken as per the
directions of the Audit Committee on a regular basis to All RPTs are placed before the Audit Committee for
improve efficiency in operations. The Internal Auditor approval. Prior omnibus approval of the Audit Committee
reports directly to the Audit Committee. This Committee is obtained for the transactions which are entered in the
while reviewing their performance scope, functioning, ordinary course of business. The transactions entered
periodicity and methodology for conducting the Internal into pursuant to the omnibus approval so granted are
Audit, has taken into consideration their confirmation reviewed by the Audit Committee on a quarterly basis.
to the effect that their infrastructure, viz., Internal
The Company has put in place a proper system for

Corporate Overview
Management Reports
identification and monitoring of such transactions. Save applicable to the Company.

as disclosed in this report none of the Directors or Key
Managerial Personnel has any pecuniary relationships The disclosure of foreign exchange earnings and outgo,
or transactions with the Company. The policy on RPT as in terms of provisions of Section 134(3)(m) read with
approved by the Board is uploaded on the Company’s Rule 8 of the Companies (Accounts) Rules, 2014 are
website at the web link: https://ranegroup.com/rhl_ given hereunder:
investors/policy-on-related-party-transactions/. Foreign Exchange earnings and outgo
None of the Directors or Key Managerial Personnel (` in Crores)
or Senior Management Personnel has any material
financial and commercial transactions (except payment Foreign Exchange 2021-22 2020-21
of remuneration / sitting fee, as applicable), where Earnings 7.33 2.63
they have personal interest, which may have potential
conflict with interest of the Company at large. Outgo 1.92 6.84
6. Corporate Social Responsibility (CSR) 8. Corporate Governance Report
Your Company is committed to maintaining the highest

The Rane Group’s vision on Corporate Social
standards of corporate governance in spirit and also a
Responsibility (CSR) is: ‘to be a socially and
leader in complying with the regulatory norms under
environmentally responsible corporate citizen’. The
the SEBI regulations and other laws and regulations
CSR activities of Rane Group focus on four specific
applicable to the Company. The Corporate Governance
areas of (a) Education; (b) Healthcare; (c) Community Report and the certificate issued by the Statutory
Development; and (d) Environment. Auditors are available in ‘Annexure E’ to this report.
The CSR Committee of the Board is responsible for 9. Business responsibility reporting
recommending CSR projects and activities to the Board
in line with the CSR policy. The CSR Committee monitors The Business Responsibility Report as applicable to the
and reviews the implementation of CSR activities Company in terms of Regulation 34(2) of SEBI LODR for
periodically. FY 2021-22 is provided in ‘Annexure F’ to this report.
The Company practices various business responsibility
During the year, CSR activities undertaken by initiatives as per the Business Responsibility framework of
the Company are in line with the CSR Policy and the Rane Group. This framework is developed and steered
recommendations of the CSR Committee comprising at Rane group under the able leadership and guidance
of Mr. L Ganesh, Committee Chairman & Managing of Mr. L Ganesh, Chairman & Managing Director who is
Director, Mr. Harish Lakshman, Vice Chairman & also responsible for the implementation of the Business
Joint Managing Director and Dr. (Ms.) Sheela Bhide, Responsibility initiatives.
Independent Director, as its members.
10. Particulars of Directors, KMP and employees
During the year the Company has set off a sum of `51.61 The information required pursuant to Section 197
Lakhs from the excess contribution made during the read with Rule 5 of the Companies (Appointment and
previous year towards CSR obligation for FY 2021- 22. Remuneration of Managerial Personnel) Rules, 2014
Additionally an amount of `2.07 Lakhs was contributed in respect of Directors, KMP and employees of the
towards CSR activities for the year. The ‘Annexure C’ to Company are provided as ‘Annexure’ to this report.
this report contains the annual report on CSR activities
of the Company for FY 2021-22. The CSR policy of the 11. Risk Management
Company is posted on the website and is available at In accordance with the amended SEBI (Listing
the web-link: https://ranegroup.com/ rhl_investors/ Obligations and Disclosure Requirements) Regulations,
corporate-social-responsibility-policy/. 2015 effective from May 05, 2021, the Board has
constituted a Risk Management Committee effective
Further, in terms of the CSR Rules, the CFO has
from June 01, 2021. The details of composition, scope
certified to CSR Committee that the funds disbursed for
and the meetings held during the year are provided as
CSR have been used, for the purpose and in the manner
part of the Corporate Governance report.
approved by the Board for financial year 2021- 2022.
The Company has in place a Risk Management Policy
7. Energy conservation, technology absorption and covering internal and external risks including information
foreign exchange earnings and outgo security, cyber security, Environmental, Social and
The Company is conscious of the imperative to protect Governance (ESG) related etc., measures for risk mitigation
the environment and the natural resources for achieving including systems and processes for internal control to
identify risks associated with the Company and measures
sustainable economic growth and have started several
to mitigate such risks. The details of composition, scope
initiatives in this regard such as conservation of energy
and the meetings held during the year are provided as
and water and eco-friendly waste management system.
part of the Corporate Governance report are provided in
In view of the nature of activities of the Company,
‘Annexure E’ to this report.
disclosure relating to technology absorption is not

12. Other disclosures mechanism across the Company. The Company has
carried out awareness programmes / sessions on
a. The details of loan, guarantees and investments the mechanism established under this policy, across
under the provisions of Section 186 of the its various locations. The Company has complied
Companies Act, 2013 are given in the notes to the with the provisions relating to the constitution of
Financial Statements. Internal Complaints Committee under the Sexual
b. The Internal control systems and adequacy are Harassment of Women at Workplace (Prevention,
discussed in detail in the Management Discussion Prohibition and Redressal) Act, 2013 (POSH),
and Analysis annexed to the Annual Report. comprising of Presiding Officers and members
with an appropriate mix of employees and external
c. There was no significant material order passed by subject matter experts. During the period, the
the Regulators / Courts which would impact the details of complaints received / resolved or pending
going concern status of the Company and its future are as under:
operations.
No. of complaints received during the financial
d. The policies approved and adopted by the Board year – Nil
have been made available on the Corporate
Governance section of the Investor page on the No. of complaints disposed off during the
website of the Company www.ranegroup.com. financial year – Nil
e. The copy of the Annual Return is available on the No. of complaints pending as on end of the
website of the Company at www.ranegroup.com. financial year – Nil
f. The Company has complied with the applicable k. The Company has not printed physical copies
Secretarial Standards, viz., SS-1 on meetings of of the Annual Report for distribution in view of
Board of Directors and SS-2 on General Meetings the exemptions available vide General circular
issued by Institute of Company Secretaries of India 02/2022 dated May 05, 2022, issued by the Ministry
(ICSI) as per section 118(10) of the Act. of Corporate Affairs (“MCA”) read with previous
circulars and SEBI Circular dated May 13, 2022 in
g. The details regarding shares and dividend this regard. The full Annual Report will be made
transferred / proposed to be transferred to the available on the website of the Company and
Investor Education and Protection Fund (IEPF) and will also be disseminated to the stock exchanges
other relevant details in this regard, have been where shares of the Company are listed. The
provided in the Corporate Governance section of electronic copies of the annual report and the
this Annual Report. notice convening the 86th AGM would be sent to
all the members whose e-mail addresses were
h. The Company does not accept any deposits falling
registered with the Company or their respective
under the provisions of section 73 of the Act and
Depository Participants (DP).
the rules framed thereunder.
l. Annual General Meeting
i. The Company has established a formal vigil
mechanism named ‘Rane Whistle Blower Policy’ In view of the COVID-19 pandemic and in the
for reporting improper or unethical practices or interest all stakeholders, the 86th AGM would be
actions which are violative of the code of conduct conducted through video conferencing or other
of the Company. The policy which is also available audio visual means on Wednesday, June 29, 2022
on the intranet portal of the Company provides at 14:00 hrs (IST), as per the framework notified by
adequate safeguard against victimisation and has Ministry of Corporate Affairs. The notice convening
provided direct access to the Chairman of the the 86th AGM shall contain detailed instructions
Audit Committee for by the employees and state and notes in this regard.
their complaints / grievances.
Acknowledgement
j. The Company has always provided a congenial
atmosphere for work that is free from discrimination We thank our Investors, Customers, Vendors, Bankers,
and harassment and has provided equal Regulatory and Government Authorities, Reserve Bank of India,
opportunities of employment to all irrespective Stock Exchanges and Business Associates for their assistance,
of their caste, religion, colour, marital status and support and cooperation extended. We place on record our
gender. The Company believes that women should appreciation for the committed services of all our employees.
be able to do their work in a safe and respectful
For and on behalf of the Board
environment that encourages maximum productivity.
The Company has a zero tolerance towards sexual
harassment. The Company has adopted a policy Harish Lakshman Ganesh Lakshminarayan
on prevention of sexual harassment of women at Chennai Vice-Chairman Chairman
work place and put in place proper dissemination May 26, 2022 DIN: 00012602 DIN: 00012583

Corporate Overview
Management Reports
Annexure - A to Report of the Directors
Management Discussion and Analysis

1. Company Overview inflationary pressures and elevated levels of debt could
act as major headwinds to growth.
Founded in 1929, Rane Holdings Limited, through its
Group Companies is engaged in the manufacturing 2.2. Indian Economy
and marketing of automotive components for the
transportation industry. The Group is a preferred After recovering from a historic contraction of 7.3% in
supplier to major OEMs in India and abroad. The group the preceding year, India’s economy is estimated to have
Companies, manufacture Steering and Suspension grown by 9.0% in FY22 surpassing pre-pandemic level,
systems, Friction materials, Valve train components, mainly on account of improved performance, especially
Occupant safety systems, Light metal casting products in farm, mining, manufacturing and construction sectors.
and Connected mobility solutions. The products serve Economic damage caused by the second wave was
a variety of industry segments including Passenger short-lived with output reaching pre-pandemic levels
Vehicles, Commercial Vehicles, Farm Tractors, Two- on the back of buoyant government spending and
wheelers, Railways and Stationary Engines. With modern pick up in investments post lifting of restrictions. Key
manufacturing facilities across 25 locations in India and indicators such as power consumption, railway freight,
one in the USA, Rane Group’s products are sold over 30 GST collections, e-way bills, etc., continued to point
countries. towards pickup in economic activity. Moreover, trade
growth rebounded strongly reflecting robust economic
2. Economic Review recovery. Growth was driven by strong exports and
domestic private investment. However, the lingering
2.1. Global Economy
impact of the pandemic continued to weigh on
The global economy is projected to have grown by 5.9% consumer confidence and led to muted consumption
in 2021, the fastest rate recorded in over four decades, demand. Healthy tax collections have provided the
despite supply-chain-related disruptions to industrial much-needed fiscal space for government to ramp up
production and slowdown in the second half of the spending and boost economic growth.
year due to various restrictions imposed by respective
According to International Monetary Fund (IMF), the
governments globally amid resurgence of infections
Indian economy is expected to grow at 8.2% in FY23 on
led by new COVID variants. Global trade rebounded at
the back of improving investment outlook, improvement
a fast pace despite shipping and logistics constraints
in credit growth and increase in infrastructure
and supply chain issues such as semiconductor scarcity.
investment. The growth outlook will also be supported
However, supply constraints due to global labour and
by ongoing structural reforms, a better than-expected
input shortages combined with a rapid increase in
financial sector recovery and gradual pickup in contact-
global demand post lifting of lockdown restrictions
intensive services sector. The rapid vaccination drive
led to higher price inflation. Global inflation shock
across the country has ensured that the risk of future
especially in the United States and some emerging
wave is minimised. Consumer confidence is expected
market economies has resulted in global monetary
to improve as the impact of the pandemic fades and
policy normalisation by central banks.
businesses will accordingly ramp up spending to meet
After a strong rebound in 2021, the global economy the demand thus fuelling economic growth. However,
growth is expected to moderate to 4.4% in 2022 as surge in infections due to new variants, geopolitical
central banks across the world start unwinding fiscal tension, rising inflation, high crude oil prices, etc., could
and monetary policy support enacted to combat dampen growth prospects.
the pandemic-driven downturn on the back of rising
3. Industry Review
concerns over potential inflationary pressures. The world
economy is caught between the pandemic, geopolitical 3.1. Global Automobile Industry
conflict, rising inflation and policy tightening. The
growth in the US economy is expected to moderate Despite healthy demand, U.S. new-light vehicle sales
to 4.0% in 2022 on the back of policy tightening amid rebounded slightly by 3.1% year over year to 14.9 million
rise in inflation while growth in China is likely to ease units, due to production cuts owing to global shortage
to 4.8% in 2022 due to the lingering effects of the of semiconductors. The semiconductor shortage hurt
pandemic as well as additional regulatory tightening. all automakers, but some were hit harder than others.
Though resurgence in COVID infections could disrupt In addition to chip shortage, the COVID pandemic and
economic activity and derail growth prospects, related supply-chain problems resulted in constrained
however widespread deployment of vaccines is likely to new-car and truck inventory at dealerships amidst
prevent such outcome. Concerns due to new variants strong demand thus driving up the average new vehicle
of COVID-19, ongoing geopolitical conflict between price compared to last year. As per National Automobile
Russia and Ukraine, supply-chain bottlenecks, rising Dealers Association (NADA), Battery Electric Vehicles

(BEV) continued to gain market share, accounting for growing at 19%. The growth was attributable to low
2.9% of all new-vehicle sales in 2021 with automakers base as well. Utility vehicle (UV) segment saw a huge
spending billions of dollars as they prepare themselves uptrend led by launch of new models by key OEMs
to manufacture electric vehicles. Chip shortage issue which resulted in growth of 43% whereas the Passenger
is expected to linger in 2022 as well. NADA expects Car (PC) segment volume grew by 4%.
the U.S. new-vehicle sales to increase by 3.4% to 15.4
million in 2022 on the back of low inventory. Revival in demand in the infrastructure and construction
sectors, improving fleet utilisation, freight availability/
According to European Automobile Manufacturers’ rates and better financing along with increasing
Association (ACEA), the European new-car registrations demand for e-commerce & last-mile delivery post
fell by 2.4% to 9.7 million units in 2021 due to continuing the second wave of COVID helped strong uptick
shortage of semiconductors that negatively impacted in Commercial Vehicle (CV) segment with volumes
car production throughout the year. Almost a fifth of new increasing by 29%. The Medium and Heavy Commercial
cars sold across European markets, including the UK, Vehicles (M&HCV) segment witnessed volume recovery
were plug-in electric vehicles on the back of generous and registered increase of 50% owing to improvement
government subsidies as well as strict regulations in fleet utilization levels led by strong demand in
introduced in 2020 that forced EU manufacturers to cement, mining and steel segments and improving
sell more low-emissions vehicles. The auto volume is fleet operators’ profitability supported by higher freight
expected to pick up in 2022 as the industry gradually income. Demand for M&HCVs also benefitted from the
works through supply chain headwinds and ramps up rise in construction activity, especially in the residential
production to satisfy the pent-up demand. housing segment. The Light Commercial Vehicles (LCV)
segment reported volume increase of 18% supported
The global automotive industry continued to face
by e-commerce, agriculture, and FMCG segment. The
challenges due to shortage of semiconductors and
Small Commercial Vehicles (SCV) segment reported
restrictions imposed due to emergence of new
volume growth of 24%.
COVID-19 variants which further aggravated the
supply chain issues. Amid the ongoing uncertainty Two-wheelers witnessed decline of 3% on account
of input shortages, carmakers have been moving to of continued weak demand due to higher impact of
set up partnerships with various suppliers. Also, with COVID second wave in the rural market coupled with
electrification trend continuing to gain momentum, higher fuel prices, BSVI / commodity-related price hikes,
automakers have started to set up joint ventures higher-than-normal inventory levels, and deferrals in
with battery manufacturers to secure future supplies. the re-opening of offices/educational institutions and
Tightening emissions regulations and government chips shortages impacting premium motorcycles. Farm
incentives are likely to boost global EV sales. The global tractors experienced marginal decline compared to the
auto industry is likely to witness positive momentum previous year on the back of delayed Kharif harvest due
in 2022 with further recovery in demand and gradual to erratic rainfall.
easing of supply chain challenges. Moreover, the
mobility landscape continues to transform rapidly with Industry Segment Growth in %
new business models and autonomous, connected, (Production figures) (YoY change)
electric, and shared mobility trends which will provide Vehicles FY22 FY21
next leg of growth for the industry.
Passenger Cars (PC) 4 (18)
3.2. Indian Automobile Industry Utility Vehicles (UV) 43 4
Indian automobile industry which had been witnessing Multi-Purpose Vans 7 (18)
strong recovery on account of low interest rate regime (MPV)
coupled with pent up demand, faced temporary Passenger Vehicles (PV) 19 (11)
headwinds during the start of the fiscal year due to Small Commercial 24 (21)
second wave of pandemic which dented consumer Vehicles (SCV)
sentiment and resulted in temporary shutdown of
dealerships. Disruption in supply chain due to localized Light Commercial 18 (12)
restrictions and shortage of semiconductors had an Vehicles (LCV)
adverse impact on production. However, the industry Medium & Heavy 50 (21)
witnessed sharp recovery once the impact of the Commercial Vehicles
pandemic subsided and lockdown restrictions were (M&HCV)
eased. The supply side issues pertaining to chips Commercial Vehicles 29 (17)
shortage hampered production during the second half (CV)
of the fiscal year.
Two Wheelers (2W) (3) (13)
The strong underlying demand fuelled by new launches Farm Tractors (FT) (0) 24
and need for personal mobility post second COVID Source: Society of Indian Automobile Manufacturers (SIAM)
wave resulted in the Passenger Vehicle (PV) segment

Corporate Overview
Management Reports
3.3. Indian Automotive Aftermarket Industry • Continued to engage in various lean measures to
improve productivity.
The Indian automotive aftermarket is expected to
witness healthy growth in the coming years on the back • Implemented strategic savings initiatives on power,
of revival in demand after temporary hiccups due to sourcing etc., at the group level.
the pandemic induced slowdown. The increasing use
of improved technologies and electronic components • RHL increased its shareholding in three of its
is driving demand for aftermarket service towards subsidiaries, viz., Rane (Madras) Limited (RML),
organised multi-brand outlets and garages. Constantly Rane t4u Private Limited (Rt4u) and Rane Brake
evolving and improving vehicle technology offers Lining Limited (RBL).
enormous potential for financially strong organized Financial Highlights
players to make necessary investment and offer high
quality genuine parts, competitive pricing, on-time Standalone Financial Highlights
delivery, etc. and capitalize on the growth opportunities.
• Total revenue was `109.24 crores for FY22 as compared
Growing focus on digitization of aftersales services in
to `65.99 crores in FY21, an increase of 65.54%.
the automotive industry will enable faster response to
buyers’ / market demands and will provide additional • Operating revenue increased from `65.08 crores
growth lever to the aftermarket. in FY21 to `88.80 crores in FY22 due to higher
dividend income, Service fee and trademark fee
3.4. Indian Auto Component Industry
from Group Companies.
Despite slow off-take in auto volumes due to ongoing
• Other income increased from `0.91 crores in FY21
shortage of semiconductors, persistent inflationary
to `20.44 crores in FY22. There was a one-off
trend in commodity prices, rising logistics costs
income of `19.70 crores during current year FY22
and availability of containers, the auto component
on account of transfer of 1% shareholding in ZF
demonstrated remarkable resilience due to increased
Rane Automotive India Private Limited (formerly
value addition to meet regulatory compliance, strong
known as Rane TRW Steering Systems Private
exports, and traction in the domestic aftermarkets.
Limited).
Fast-paced developments in the mobility space
due to increasing trend of connected, autonomous, • EBITDA stood at `74.46 crores as compared to
shared, and electrified mobility is likely to further push `36.70 crores during FY21, an increase of 102.89%.
industry growth momentum. Moreover, due to ongoing
geopolitical risks, auto component makers are in the • Net profit (PAT) stood at `33.88 crores for FY22 as
process of de-risking the supply chain through deep compared to `1.36 crores in FY21.
localisation and started processing more parts within An impairment provision of `17.81 crores has been
the country, holding larger inventories, creating buffer made on account of investment in a subsidiary,
stocks and entering into long-term contracts. Rane t4u.
The PLI scheme will further incentivize investments in Consolidated Financial Highlights
new-age automotive technologies such as automatic
transmission assembly, sensors, ADAS, among others. • Total Revenue was `2,714.66 crores for FY22 as
The scheme will encourage component players to compared to `2,057.02 crores in FY21, an increase
invest in cleaner technologies, increase R&D spend of 31.97%.
and enhance industry competitiveness globally.
• EBITDA stood at `203.07 crores for FY22 as
Resolution of supply side issues and increased focus by
compared to `133.84 crores during FY21, recording
the auto industry on deep-localisation and the recent
an increase of 51.72%.
announcements of PLI schemes by the Government
will help in creating state-of-the-art automotive • Net profit stood at `35.06 crores for FY22 as
value chain thereby increasing the industry’s global compared to a loss of `60.35 crores for FY21.
competitiveness and establishing India as a global hub
for auto component sourcing. Standalone
4. Business Review Sl. Ratios March 31, March 31, Reason for
No. 2022 2021 change in
4.1. Rane Holdings Limited (RHL) FY 22
Operational Highlights 1 Debtors 10.87 6.19 I m p ro v e m e n t

Turnover is on account
• The Group Companies registered a sale of (turns) of higher
collections from
`5,313 crores. Debtors

Sl. Ratios March 31, March 31, Reason for o Exceptional Support and appreciation from
No. 2022 2021 change in ITL.
FY 22
o Best Quality performance award from TML
2 Current 0.37 1.12 Decline is on
Ratio account of
Spare Parts Division.
liquidation of
o Steering & Linkages division also was awarded
current assets
for funding the “Great Place to Work” for a consecutive
investments in fourth year.
subsidiaries
• In the Light Metal Casting business, significant
3 Operating 80% 52% The profitability
Profit Margin ratios improved
focus was placed on operational improvement in
(%) on account the areas of manufacturing process, which resulted
of divestment in reduction of internal rejections and thereby
4 Net Profit 38% 2%
activities savings in cost. Specific initiatives were executed to
Margin (%)
improve the availability of the machines and cycle
5 Return on 7% 0%
Networth time reduction in Casting to improve productivity.
(%) These initiatives helped to improve the OEE
enhancement of Diecasting machines and thereby
Consolidated improving the capacity.
Sl. Ratios March 31, March 31, Reason for change • Light Metal Casting business in India has further
No. 2022 2021 in FY 22 strengthened its customer portfolio which has
1 Interest 1.96 (0.35) The improvement improved its capacity utilization and revenue
Coverage is on account growth.
ratio (turns) of increase in
2 Operating 2.50% (0.68)%
consolidated sales Rane Light Metal Castings Inc.
volume which
Profit Margin
resulted in higher The U.S. subsidiary, Rane Light Metal Castings Inc. (LMCA)
(%)
profitability through has been able to sustain operational performance with
3 Net Profit 1.31% (2.97)% better absorption of
continuation of TQM practices. Positive results have
Margin (%) overheads
been achieved in the areas of improved customer
4 Return on 4.58% (7.61)% deliveries, quality and zero expedited freight cost.
Networth (%)
Improvement initiatives in tooling and consumable cost
4.2. Subsidiary Companies helped sustenance of cost metrics.
4.2.1. Rane (Madras) Limited (RML) LMCA continued to face challenges in the global supply
chain shortage leading to deferment in launch of key
Operational Highlights new businesses. This also had an impact in lower off
Rane (Madras) Limited (RML) take from existing customers resulting in unfavourable
product mix impacting the profitability, given that
• There was significant inflation across all commodities a major portion of labour and salary cost are fixed in
and the company was able to manage this through nature.
back to back recovery from all major customers and
also through various cost saving initiatives across all The focus for FY 2022-23 will be to secure new
products. businesses that can ensure the long term sustainability
of the Company.
• The Steering & Linkages division achieved their
highest ever sales during the year. This was Financial Highlights
achieved through optimised capacity utilisation Standalone Financial Highlights
across all plants.
• Total revenue was `1561.79 crores for FY22 as
• RML also acquired a company, M/s. Yagachi compared to `1151.05 crores for FY21, an increase
Technologies Private Limited, manufacturers of of 35.68%.
Inner and Outer Ball joints. This facility is located
in Maraimalai Nagar near Chennai supplying to o 33.90% growth in the Indian market -
a single customer, M/s. Mando Automotive India Experienced volume increase across segments.
Limited.
o 26.71% growth in the Aftermarket business.
• Won the following awards from customers:
o 47.47% growth in the exports market due to
o NPD Award from AL Defence. increase in sales in steering and linkage products.
o Zero PPM Quality award from DICV. • EBITDA stood `133.63 crores as compared to
`93.22 crores during FY21, an increase of 43.34%.

Corporate Overview
Management Reports
• Net profit stood at `36.61 crores for FY22 as Financial Highlights

compared to a loss of `50.69 crores for FY21.
• Total revenue was `505.55 crores for FY22 as
Consolidated Financial Highlights compared `423.88 crores for FY21 recording an
increase of 19.27%.
• Total revenue was `1,747.64 crores for FY22 as
compared to `1,274.26 crores for FY21, an increase • Domestic OE sales registered a 29% increase.
of 37.15 %. The market drop was partially mitigated through
volume enhancement in Two Wheeler segment.
• EBITDA stood at `79.47 crores as compared to
`37.69 crores during FY21, an increase of 110.9%. • The Aftermarket business increased by 7%.
• Net profit stood at `10.66 crores for FY22 as • EBITDA stood at `56.77 crores as compared to
compared to Net loss of `61.14 crores for FY21. `71.61 crores during FY21, witnessing a decrease
by 20.72%.
4.2.2. Rane Engine Valve Limited (REVL)
• Net profit (PAT) stood at `27.07 crores for FY22 as
Operational Highlights compared to `31.80 crores for FY21.
• To mitigate EV related risk, Non-Auto segment 4.2.4. Rane t4u Private Limited (Rt4u)
grew by 42%.
Industry performance FY 2021-22
• Company received Customer Awards from
Logistics / Transportation is the lifeline of the modern
Hyundai, Daimler, John Deere and IPD.
economy. India is taking huge steps in streamlining this
Financial Highlights sector. The road sector in India which is a critical part of
Logistics / Transportation is attracting huge investments
• Total revenue was `382.06 crores for FY22 as apart from EV vehicle eco-system being promoted by all
compared to `301.85 crores for FY21, recording an state & central governments. The emphasis on efficient
increase of 27%. and cost-effective mobility solutions for people both in
• Sales to Domestic OE customers grew by 18% due urban and semi urban areas is increasing.
to improved demand across all segments despite All these developments are pushing up the digitalization
industry head winds. of transportation services and hence IOT / Telematics
• Sales to Domestic Aftermarket segment grew by based services are witnessing growth.
46%. Operational Highlights
• In the Exports market, OEM sales grew by 34% due Company Business negatively impacted in FY21-
to increase in off take by OEM customers. Export 22 particularly in Logistics segment as there was no
aftermarket sales grew by 44% due to increase in opportunity to replace one-time Service Revenue from
demand from major customers in Europe & USA. accounts like DHL. JSMDC Sand mining Project scale up
• EBITDA stood at `16.43 crores as compared to got further delayed as new government and Sand block
lease award got delayed. Karnataka Sand saw reduction
`(0.74) crores during FY21.
in Revenue as mining activity went down significantly
• Net loss stood at `11.86 crores for FY22 as compared due to lock down and delayed environment clearance
to `6.09 crores in FY21. Last year had an exceptional in some districts. Good entry into Electric Vehicle
income from disinvestment of land not in use. Battery IOT business in Q4 directly from OEM and Good
pipeline of EV OEM engagement.
4.2.3. Rane Brake Lining Limited (RBL)
Operational and Financial Performance
Operational Highlights
• Services Revenue decreased to `7.16 Crores in FY
• Installation of Robotic Preform Operations for 2021-22 from `9.80 Crores in FY 2020-21.
Passenger Car Brake Linings.
• Revenue from Sale of Products increased to `1.55
• Implemented Auto Measurement System for Two Crores in FY 2021-22 from `1 Crore in FY 2020 -21.
Wheeler Disc Pads.
• PBT Loss decreased to `5.04 Crores in FY 2021-22
• Capacity enhancement through various automation from `6.31 Crores in FY 2020-21.
projects at Puducherry and Trichy Plants.
Industry Outlook for FY 2022-23
• Implemented various productivity improvement
projects resulting in cost optimization and With Regional Sales penetration and added new
enhanced assets utilization. partners resulting in touch points to small & medium
fleet owners and added new customers, we expect
• Great Place to Work certified company for a decent run rate business in FY22-23 as we also roll out
consecutive period of sixth year. new Mobile App and Fuel sensors solutions.

4.3. Joint Venture / Associate Companies • Profit before exceptional items stood at `61.91 crores
as compared to `54.74 crores during FY21 witnessing
4.3.1. ZF Rane Automotive India Private Limited an increase of 13.10%.
[Formerly known as Rane TRW Steering Systems Private Limited (RTSS)]
• Net Loss stood at `65.04 crores for FY22 as
Operational Highlights compared to Net loss of `81.26 crores for FY21.
• With various productivity measures and flexibility This includes an Exceptional expense towards
improvement, Company realised highest ever estimated warranty provision of `161.60 crores in
dispatch and sales of worm & roller gears and FY22 as against `177.10 crores in FY21.
Pump in March 22. Warranty Provision
• Pant Nagar plant continued to leverage the RNSS has implemented measures so as to reduce the
locational advantage with increased numbers to per unit return cost. The Warranty returns pertaining to
Jamshedpur / Lucknow. the period prior to the countermeasures continue to
• VA / VE was re-energised for BS VI products in spite be high and despite RNSS implementing measures to
of RM scarcity and price increase. reduce the per unit return cost, an incremental provision
of `161.60 crores provided in FY 2021-22 as warranty
• Construction of Inflator plant commenced during expenses for certain lots of products sold to a customer
the year. in the past. The provisions are made based on technical
estimates, considering the production periods and the
• First program with Seven airbags commenced
timing of the various countermeasures implemented.
production for Mahindra.
While there is a significant reduction in returned
• One EV program launched in 21-22 and further 6 products beyond the implemented countermeasures,
EV programs are under development for both seat still residual returns exist in the market on account of
belts and Airbags. this phenomena. RNSS along with its JV partner is in
continuous discussions with the Customer to mitigate
Financial Highlights the risk arising out of such residual returns.
• Total revenue was `1,344.94 crores for FY22 as 4.4. Opportunities and Threats
compared to `1,038.86 crores for FY21, recording
an increase of 29.46%. The Indian automotive industry is set for robust growth
and return to pre-pandemic level of volume. Large
• EBITDA stood at `121 crores as compared to scale digitization and advance analytics have enabled
`87.19 crores during FY21, recording an increase huge productivity improvement while technological
of 38.78%. innovations continue to transform the mobility landscape
• Net profit (PAT) stood at `49.39 crores for FY22 as and present immense opportunities for the Indian
compared to `24.95 crores for FY21. automakers to take cognizance and gain competitive
edge globally. The growth of shared, connected, and
4.3.2. Rane NSK Steering Systems Private Limited (RNSS) electric mobility presents immense opportunity for the
industry and the transforming E-mobility ecosystem
Operational Highlights
would require participation and collaboration across
• Achieved the highest product sales of `1401.88 crores. diverse stakeholder groups. Further, push for green
mobility in the Budget with focus on battery swapping
• Start of Production of New Products and stabilisation and charging infrastructure is likely to expedite EV
during the year. adoption and give rise to new era of growth and open
• Awarded the ACMA Silver Award for New Product immense opportunities for the existing and new players
Development - Category, Ashok Leyland On in the industry.
Time Delivery Performance & Tata Motors Quality Although, the industry continues to be on growth
Performance Category. trajectory, supply side issues related to semiconductor
Financial Highlights shortage, increase in raw material costs, high oil prices and
resurgence of infections could pose headwinds for the
• Total revenue was `1,435.52 crores for FY22 as industry in the short term. Moreover, prolonged Russia-
compared to `1,076.49 crores for FY21, recording Ukraine conflict could aggravate the semiconductor
an increase of 33.35%. shortage issues thereby impacting production volume.
Nevertheless, the Indian automotive industry remains
• EBITDA stood at `125.16 crores as compared to exceptionally resilient and is on course to become the
`108.25 crores during FY21, witnessing an increase integrated manufacturing hub for automotive global
of 15.62%. supply chains on the back of supportive policies such as
the Production - Linked Incentive (PLI) scheme, etc.

Corporate Overview
Management Reports
4.5. Outlook
The Indian automotive industry is back on strong footing financial risks and statutory compliance risks. These risks
and on course to reach the pre-pandemic level of sales are rated based on factors such as past year experience,
on the back of buoyant demand. Despite challenges probability of occurrence, probability of non-detection
due to increase in commodity prices and supply chain and its impact on business. The top management
issue resulting in shortage of semiconductor, the reviews the strategic risks, the risks with high probability
industry remains upbeat and continue to invest in new and high impact every quarter and presents its report
technologies as it prepares to cross the pre-pandemic along with a risk mitigation plan to the Board of
levels of sales volume. Supportive government policies Directors on a half-yearly basis. The strategic risks are
such as the extension of FAME-II scheme till 2024, PLI taken into consideration in the annual planning process
scheme for the auto and auto component and advanced with their mitigation plan. The business processes risks
chemistry cell bodes well for the industry. and the related controls are subjected to internal audit
and reviewed on a quarterly basis. The risk ratings are
5. Risk Management revalidated with the top management as part of the
The Company has laid down well-structured procedures internal audit process every quarter. The risks from
for monitoring the risk management plan and extreme events are monitored as a part of a process
implementing the risk mitigation measures. The risks are across locations. The overall re-assessment of risks at
broadly classified into strategic risks, operational risks, the Company level is carried out and presented to the
Board of Directors once in two years for their review.
Risk Nature of Risk Risk Mitigation Strategies

Industry / Market 78% of revenue is derived The Company constantly strives to:
Risk from the Indian automotive (a) Increase revenue from international markets (outside of India).
sector. Hence, any drop (b) Add new products to increase organic revenue and
in vehicle production diversify customers across vehicle segments.
will have a significant (c) Improve presence in the Aftermarket segment, which
impact on the Company’s presents an opportunity to compensate for any drop in the
business. OE segment.
Technology Auto industry and The Company has consistently delivered cutting-edge
Strategic
Obsolescence Risk customer preference technology products with enhanced R&D capabilities,
undergo changes, localisation of testing and validation capabilities.
resulting in technology Proactive engagement with customers at an early stage helps
obsolescence. the Company to capture and work on the new technology
development.
Competition Maintaining market The Company’s long-standing relationship with OEMs, state-
share in the competitive of-the-art facilities and best-in-class processes help deliver
market and availability of superior value to the customers. We periodically conduct
unorganised players pose customer surveys to understand customer feedback and work
further challenges. in furthering its relationship with the customers.
Quality / Processes Quality and delivery are Skilled workforce, imparting job skill enhancement training,
sacrosanct for the safety- enhancing supplier capabilities and robust manufacturing
critical products supplied processes help the Company mitigate quality and delivery
by the Group. risks.
People Risk Attrition of key personnel The Company’s HR processes are constantly upgraded to
could impact business attract, retain and develop talent. The policies are people-centric
operations and growth. and industry accolades on HR practices help attract talent.
The dedicated training centre supports in building functional
Operational
capabilities and developing a strong leadership pipeline.

The performance management system and other employee
engagement initiatives help develop and retain talent.
Raw Material Material cost is a significant The Company constantly strives to mitigate the input cost
(Input) Price Risk part of the cost and increases by:
volatility in the price of raw (a) Implementing a procurement function that will work on
material costs will erode cost-reduction initiatives through alternate sourcing,
margin. localisation, etc.
(b) Negotiating and passing through input cost, which
increases suitably to the customers.
(c) Working on process improvements, yield improvements, etc.

Risk Nature of Risk Risk Mitigation Strategies

Currency Risk The Company is exposed The Company uses a multi-pronged approach as suitable to
to foreign currency the scenarios. This approach includes:
exchange risk as it exports (a) Optimally balancing the import and export to create
our products to various natural hedge.
countries and import raw
(b) Working with customer-to-index prices to mitigate
materials.
currency fluctuations.
Financial
(c) Taking simple forwards on a rolling basis to protect its

export realisation.
Interest Rate Risk Use of borrowings to fund The Company manages interest rate risk on the following basis:
expansion exposes the (a) Maintaining optimal debt-equity levels.
Company to interest rate
(b) Using internal accruals to fund expansion.
risk.
(c) Constantly optimizing working capital to reduce interest
costs.
6. Human Resource Development and Industrial Relations 6.2. Digital Initiatives
6.1. Talent Development Initiatives Learning Management System (LMS) - To ensure

employees have adequate knowledge of the policies that
In FY 2021-22, the Company focused on the following are part of the governance & vigil mechanism and other key
talent development initiatives: policies, e-learning modules were rolled out through our
Leadership Development LMS during the year. These include Rane Compass - Rane’s
Policy on Ethical Standards of Behaviour, including policies
High Potential Leadership Development program on gifts and vendor relationship, Whistle Blower policy,
focusses on enhancing leadership capability of high policy on Prevention of Sexual Harassment of Women at
potential talent at middle management level to enable Workplace, Prohibition of Insider Trading and Information
them transition to leadership roles. 3 participants Security Management System. These e-learning policies
began their learning journey during the year wherein act as a refresher for existing employees and a learning for
they were a part of a two day in-person assessment and new joiners.
development centre for measuring their competence
against the business competencies that culminated One-hour learning - As part of providing tailored
into crafting their individual development plans to content to employees at their fingertips, access to
help them develop competencies to succeed in micro learning modules on “Stress Management” was
their work. Developmental inputs focussed on Rane provided to our employees. This gave them access to
leadership competencies such as intrapreneurship, micro content designed by subject matter experts.
build leadership that will facilitate career transitions to Kick-start - is a mobile application that provides
leadership roles. consistent induction experience to all the new hires.
Managerial & Technical Competency Development The platform provides micro learning content on Rane
Group’s mission, products, policies etc. leading to
Rane Institute for Employee Development (RIED), our enhanced learning results and business outcomes while
leadership development centre, acts as a key enabler improving the engagement levels significantly.
in our journey towards pursuing business excellence
through its vision of building core competencies for 6.3. Industrial Relations
individual and business excellence. In FY 2021-22, 11 The Industrial Relations were generally cordial in all the
programs focusing on technical, general management plants.
and soft skills was organized by RIED. The company
achieved 32 training man-days covering 20 employees. The group level industrial relations council works
towards the objective of creating a healthy working
Fight against COVID environment by promoting peace and harmony among
As part of Rane Group’s initiatives to tackle COVID-19, all the segments of employees. The focus areas for the
social distancing norms were continuously practiced and council includes interpretation and implementation
awareness of good hygiene practices was emphasized. of legislations, workforce mix planning for optimal
Wellness webinars on COVID measures, meditation deployment and sharing best practices.
practices etc. were conducted across companies. 7. Information Technology (IT)
Vaccination awareness programs and drives were
conducted at plant locations encouraging employees Rane Data Centre (RDC) provides service delivery of IT
and their family members to get vaccinated. infrastructure, application development and information

Corporate Overview
Management Reports
security across Rane Group companies. During the year, Education:

as a part of SAP S4 HANA migration journey, the project
was kicked off in May 2021. The conversion process has The Rane Polytechnic, established at Trichy in the year
been carried out with 2 mock drills (Conversion of ECC 2011, under the aegis of Rane Foundation has stepped
Production system to S4 QAS) to ensure that all issues are into its eleventh academic year. The institution was
being addressed before actual production conversion. accredited by the National Board of Accreditation (NBA)
Access to the old archived data from SAP S4 Hana was also for its Diploma in Mechanical Engineering program in
enabled. Overall the migration to this upgraded platform 2017 and re-accredited for 3 years till 2022 in 2019–20.
provides the scalability for taking up future projects. Over the last few batches, 1700 students have completed
their diploma program, and 175 students will complete
To comply with the customer and regulatory requirements, the program in the academic year 2021-22. 100% of the
RDC’s continued engagement with group companies students who opted for placements were placed through
led to identifying and implementing projects in the campus interviews.
operational areas that enhance efficiency levels on key
processes. Necessary support to enable work from home The Rane Vidyalaya, established at Trichy in the year
during pandemic was done by implementing Remote 2018 under the aegis of Rane Foundation has stepped
Desktop Sharing tool. SD WAN project was initiated to into its fourth academic year. Rane Vidyalaya was
upgrade the network backbone and thereby enabling recognized by Directorate of School Education, Tamil
businesses to use a combination of internet links. Nadu in 2018 and is affiliated to the Central Board of
Secondary Education, New Delhi. In 2021-22, it reached
As part of Industry 4.0 initiatives, the Centralized Overall a student strength of 459 in its fourth year of operations,
Equipment Efficiency solution has been successfully operating from LKG to VII standard proving the need for
completed by connecting a few plants machines to the a quality school in rural area.
centralized systems and the same shall be rolled out in
other plants. Further, as part of digital factory initiatives, Healthcare:
an end to end digital factory solution for RBL & RNSS Rane Foundation and companies made significant
implementation is in progress. contribution towards COVID relief measures to various
The Information Security Management System has been relief funds and NGOs.
strengthened by implementing additional controls 9. Internal Control Systems
(Moving of content filtering to cloud, Next generation
antivirus) & implemented required security measures The Company has put in place a robust internal control
to support work from home during the pandemic, also system to prevent operational risks through a framework
both Internal and External audits including training of of internal controls and processes. These controls
Information Security Management (ISO 27001) were ensure that the business transactions are recorded in
conducted remotely. RDC also recertified 4th time for a timely and complete manner in the financial records,
ISO 27001. TISAX implementation is taken up in two resources are utilised effectively and the assets are
plants initially and planned to roll out to other plants safeguarded.
progressively based on business requirements.
The internal audit function is outsourced to a professional
8. Corporate Social Responsibility (CSR) firm of independent assurance service providers. The
Audit Committee and the Board in consultation with
Rane Foundation, a public charitable trust founded the internal auditors, statutory auditors and operating
in the year 1967, is the lead for implementing Rane management approve the annual internal audit plan.
Group’s CSR initiatives. The Company’s CSR vision is ‘to The scope also covers the internal financial controls
be a socially and environmentally responsible corporate and internal controls over financial reporting. The
citizen’. The Company continues to focus on four thrust internal audit findings are placed before the Audit
areas for its CSR activities – Education, Healthcare, Committee at each of its quarterly meetings for review.
Environment and Community Development. In The management’s responses and counter measures
FY 2021-22, the Group implemented several projects by are discussed in the Audit Committee meetings. This
primarily focusing on Education and Healthcare. process ensures robustness of the internal control
Rane Group companies contribute to various system and compliance with laws and regulations
sustainability initiatives to improve the quality of life including resource utilization and system efficacy.
for the local communities. All the 27 manufacturing 10. Cautionary statement
plants maintain the highest standards in continuously
reducing industrial waste and pollutants. The company The information and opinion expressed in this Report
employees volunteer their time, management expertise may contain certain forward-looking statements, which
and execution skills to help make life better for the the management believe are true to the best of its
society. knowledge at the time of its preparation. Actual results
may differ materially from those either expressed or
implied in this report.

Annexure B to the Report of the Board of Directors
Secretarial Audit Report

for the Financial Year ended March 31, 2022
Form No. MR-3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, read with Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015]
To the Members of our letter of even date annexed to this report as Annexure
Rane Holdings Limited – A.
[CIN: L35999TN1936PLC002202]
“Maithri”, No.132, Cathedral Road, 1. Compliance with specific statutory provisions
Chennai – 600 086. We further report that:
We have conducted a Secretarial Audit of the compliance 1.1 We have examined the books, papers, Minute books
of applicable statutory provisions and adherence to good and other records maintained by the Company, the
corporate practices by RANE HOLDINGS LIMITED (‘the forms, returns, reports, disclosures and information filed,
Company’) during the financial year from April 1, 2021 to submitted or disseminated during the year, according
March 31, 2022 (‘the year’/ ‘audit period’/ ‘period under to the applicable provisions / clauses of:
review’).
(i) The Companies Act, 2013, and the rules made
We conducted the Secretarial Audit in a manner that thereunder.
provided us a reasonable basis for evaluating the Company’s
corporate conducts / statutory compliances and expressing (ii) The Securities Contracts (Regulation) Act, 1956,
our opinion thereon. and the rules made thereunder.
We are issuing this report based on: (iii) The Depositories Act, 1996, and the regulations
and bye-laws framed thereunder.
(i) Our examination / verification of the books, papers,
Minute books and other records maintained by the (iv) The Foreign Exchange Management Act, 1999,
Company and furnished to us in electronic mode and the rules and regulations made thereunder, to
through file sharing mechanism, forms and returns filed the extent of Foreign Direct Investment Overseas
with statutory / regulatory authorities, and compliance Direct Investment (‘FEMA’).
related actions taken by the Company, during the year
(v) The following Regulations prescribed under the
as well as after March 31, 2022, but before the issue of
Securities and Exchange Board of India Act, 1992
this report;
(‘SEBI Regulations’):
(ii) Certificates confirming compliance with all laws
(a) The Securities and Exchange Board of
applicable to the Company, given by the key managerial
India (Substantial Acquisition of Shares and
personnel of the Company, and noted by the Board of
Takeovers) Regulations, 2011;
Directors;
(b) The Securities and Exchange Board of India
(iii) Report regarding compliance with certain labor related
(Prohibition of Insider Trading) Regulations,
laws, given by the Internal Auditors and noted by the
2015;
Audit Committee; and
(c) The Securities and Exchange Board of
(iv) Representations made and information provided
India (Listing Obligations and Disclosure
by the Company, its officers, agents and authorised
Requirements) Regulations, 2015 (‘SEBI
representatives during our conduct of the Secretarial
LODR’); and
Audit.
(vi) The listing agreements entered into by the
We hereby report that, in our opinion, during the audit
Company with the National Stock Exchange
period covering the financial year ended on March 31, 2022,
of India Limited (NSE) and BSE Limited (BSE)
the Company has complied with the statutory provisions
(‘Agreements’), in relation to listing of Equity shares
listed hereunder and has Board processes and compliance
of the Company.
mechanism in place, to the extent, in the manner and subject
to the reporting made hereinafter. (vii) Secretarial Standards issued by The Institute
of Company Secretaries of India (‘Secretarial
The members are requested to read this report along with
Standards’).

Corporate Overview
Management Reports
1.2 During the period under review, and also considering of India (Issue of Sweat Equity) Regulations,
the compliance related action taken by the Company 2002, which were replaced by the Securities
after March 31, 2022, but before the issue of this and Exchange Board of India (Share Based
report, to the best of our knowledge and belief and Employee Benefits and Sweat Equity)
based on the records, information, explanations and Regulations, 2021, with effect from 13th August
representations furnished to us: 2021; and
(i) The Company has complied with the applicable (f) The Securities and Exchange Board of India
provisions of the Act, Rules and Regulations (Issue of Capital and Disclosure Requirements)
mentioned in paragraph 1.1 (i) to (iv) above. Regulations, 2018; and
(ii) The Company has complied with the applicable (g) The Securities and Exchange Board of India
provisions of the SEBI Regulations and Agreements, (Buy-back of Securities) Regulations, 2018.
mentioned in paragraph 1.1 (v) and (vi) above.
(ii) There was no other law that was specifically
(iii) The Company has complied with the Secretarial applicable to the Company, considering the nature
Standards on ‘Meetings of the Board of Directors’ of its business. Hence, the requirement to report
(SS-1) (to the extent applicable to Board meetings), on compliance with specific laws under paragraphs
and Secretarial Standards on ‘General Meetings’ 1.1 and 1.2 above did not arise.
(SS-2) (to the extent applicable to General
meetings), mentioned in paragraph 1.1 above. 2. Board processes
Secretarial Standards on ‘Dividend’ (SS-3) and We further report that:
Secretarial Standards – 4 (SS-4) on ‘Report of the
Board of Directors’, being non-mandatory, have 2.1 Board constitution and balance
not been adopted by the Company.
(i) The constitution of the Board of directors of the
1.3 We are informed that, during / in respect of the year: Company during the year was in compliance with
the applicable provisions of the Companies Act,
(i) The Company was not required to comply with the 2013, and SEBI LODR.
following laws / rules / regulations and consequently
was not required to maintain any books, papers, (ii) As on March 31, 2022, the Board of Directors of the
Minute books or other records or file any forms or Company comprises of:
returns under:
(a) 2 (two) Executive Directors; and
(a) Foreign Exchange Management Act, 1999, and
(b) 4 (four) Independent Directors, including
the rules and regulations made thereunder, to
1 (one) Independent Woman Director.
the extent of External Commercial Borrowings;
(iii) The processes relating to the following changes in
(b) The Securities and Exchange Board of India
the composition of the Board of Directors during
(Registrars to an Issue and Share Transfer
the year, were carried out in compliance with the
Agents) Regulations, 1993, regarding the
applicable provisions of the Act and SEBI LODR:
Companies Act, 2013, and dealing with clients;
(a) Retirement of Mr. L Lakshman (DIN:
(c) The Securities and Exchange Board of
00012554), Non-Executive Director, as a
India (Issue and Listing of Debt Securities)
Director, with effect from closure of business
Regulations, 2008, and the Securities and
hours on May 27, 2021.
Exchange Board of India (Issue and Listing
of Non-Convertible Redeemable Preference (b) Re-appointment of Mr. L Ganesh (DIN:
Shares) Regulations, 2013, which were 00012583) as a Director, upon retirement by
replaced by the Securities and Exchange rotation at the 85th Annual General Meeting
Board of India (Issue and Listing of Non- (AGM) held on August 6, 2021.
Convertible Securities) Regulations, 2021,
with effect from 16th August 2021; 2.2 Board meetings
(d) The Securities and Exchange Board of India (i) Adequate notice was given to all the directors to
(Delisting of Equity Shares) Regulations, 2009, enable them to plan their schedule for the Board
which was replaced by the Securities and Meetings.
Exchange Board of India (Delisting of Equity (ii) Notice of Board meetings was sent to all the
Shares) Regulations,2021 with effect from 10th directors atleast 7 (seven) days in advance.
June 2021;
(iii) Agenda and detailed notes on agenda were sent
(e) The Securities and Exchange Board of India to the directors atleast 7 (seven) days before the
(Share Based Employee Benefits) Regulations, Board meetings, with the exception of the following
2014, and the Securities and Exchange Board items, which were either circulated separately or

at the Board meetings, with the requisite consent investment in Rane Engine Valve Limited (REVL),
from the Board of directors as required under SS-1: subsidiary company, upto `15 Crores, by way of
subscription to Equity shares and/or convertible
(a) Supplementary agenda notes and annexures securities (warrants) of REVL.
in respect of unpublished price sensitive
information such as audited accounts / results, Accordingly, RHL acquired 5,15,463 warrants
unaudited financial results and connected (convertible into equivalent number of Equity
papers; and shares) pursuant to preferential issue and
allotment of warrants made by REVL on March 8,
(b) Additional subjects / information / presentations 2022, upon payment of the warrant subscription
and supplementary notes. price of `72.75/- per warrant (being 25% of the
2.3 A system exists for directors to seek and obtain issue price of `291/- per Equity share), aggregating
further information and clarifications on the agenda to `3,74,99,933.25/-.
items before the meetings and for their meaningful The warrants are convertible into equivalent
participation at the meetings. number of Equity shares of REVL, fully paid-up,
2.4 We are informed that, at the Board meetings held within 18 (eighteen) months from the date of
during the year: allotment, upon application by RHL and payment
by RHL of the warrant exercise price of `218.25/-
(i) Majority decisions were carried through; and per warrant (being the balance 75% of the issue
price of `291/- per Equity share).
(ii) No dissenting views were expressed by any Board
member on any of the subject matters discussed, There is no change in the shareholding of RHL
that were required to be captured and recorded as in REVL consequent to this allotment. RHL holds
part of the Minutes. 36,83,054 Equity shares of `10/- each (54.82%) in
the share capital of REVL, as on March 31, 2022.
3. Compliance mechanism
(C) Investment in Rane Brake Lining Limited
We further report that:
Rane Holdings Limited (RHL) acquired 1,80,000
There are adequate systems and processes in the
Equity shares of `10/- each, fully paid-up, in Rane
Company commensurate with its size and operations,
Brake Lining Limited (RBL), subsidiary company,
to monitor and ensure compliance with the applicable
through open market purchase on the stock
laws, rules, regulations and guidelines.
exchanges, on March 14, 2022 and March 15, 2022,
4. Specific events / actions at an aggregate cost of `11.25 Crores (approx).
Consequent to this acquisition, the shareholding of
We further report that, during the audit period, the RHL in RBL increased from 36,87,440 Equity shares
following specific events / actions having a major bearing (47.70%) to 38,67,440 Equity shares (50.03%) of
on the Company’s affairs, took place in pursuance of the `10/- each, fully paid-up, as on March 15, 2022.
above referred laws, rules, regulations and standards. Further, RBL which was hitherto a Board controlled
(A) Investment in Rane (Madras) Limited subsidiary of RHL under Section 2(87)(i) of the
Companies Act, 2013 (the Act), also became a
Rane Holdings Limited (RHL) acquired an subsidiary in which RHL holds more than 50% of
aggregate of 16,99,958 Equity shares, fully paid-up the total voting share capital, in terms of Section
(8,49,979 Equity shares each on August 12, 2021, 2(87)(ii) of the Act, effective from March 15, 2022.
and January 11, 2022), in Rane (Madras) Limited
(RML), subsidiary company, pursuant to exercise (D) Divestment in ZF Rane Automotive India Private
of equivalent number of warrants (issued to RHL Limited
on January 29, 2021 on preferential basis), and The Board of Directors of Rane Holdings Limited
payment of the warrant exercise price of `176.475/- (RHL), at their meeting held on December 29,
per warrant (being the balance 75% of the issue 2021, approved the divestment of 87,383 Equity
price of `235.30/- per equity share) aggregating shares of `10/- each, fully paid-up, representing
to `30 Crores. Post-acquisition, the shareholding of 1% of the total share capital of Rane TRW Steering
RHL in RML increased from 99,72,816 Equity shares Systems Private Limited (RTSS), Joint Venture
(68.47%) to 1,16,72,774 Equity shares (71.77%) of company, to ZF Automotive J.V. US LLC (ZF), the
`10/- each, fully paid-up. other joint venture partner, for a consideration
(B) Investment in Rane Engine Valve Limited of `20.16 Crores (approx). Accordingly, 87,383
Equity shares of RTSS were transferred by RHL
The Finance Committee of the Board of Directors to ZF on December 30, 2021. Consequent to
of Rane Holdings Limited (RHL), at their meeting this divestment, the shareholding of RHL in RTSS
held on January 25, 2022, approved further reduced from 43,69,123 (50%) to 42,81,740 (49%)

Corporate Overview
Management Reports
and RTSS became a subsidiary of ZF. The name of each, fully paid-up (including 80 shares held by
RTSS was changed to ZF Rane Automotive India nominees of RHL).
Private Limited, effective from March 4, 2022.
(F) Investment in AutoTech Fund I, LP
(E) Investment in Rane t4u Private Limited
Rane Holdings Limited (RHL) made further
Rane Holdings Limited (RHL) acquired an investment of USD 225,000 [INR equivalent: `168
aggregate of 2,45,574 Equity shares of `10/- each, lakhs (approx)] during the year, in AutoTech Fund I,
fully paid-up, in Rane t4u Private Limited (Rane t4u), LP (AutoTech), an overseas technology fund, towards
subsidiary company, through exercise of call option share of capital contribution as one of the Limited
on June 9, 2021, for purchase of equity shares from Partners in the Fund, and received USD 742,500
the other existing shareholders of Rane t4u, for an [INR equivalent: `552 lakhs (approx)] from AutoTech
aggregate consideration of `14.24 lakhs (approx) towards its share of distribution of capital arising as a
(`5.80/- per Equity share).RHL further acquired an result of sale of investments held by AutoTech in sum
aggregate of 1,63,36,600 Equity shares of `10/- of the portfolio companies.
each, fully paid-up, in Rane t4u, by subscription
to its rights issue of 83,35,000 Equity shares For S. Krishnamurthy & Co.,
on September 29, 2021, and 80,01,600 Equity Company Secretaries
shares on March 11, 2022, at par, for an aggregate (Peer Review Certificate No.739/2020)
amount of `1,633.66 lakhs. Consequent to these
acquisitions, the shareholding of RHL in Rane t4u K Sriram
Partner
increased from 11,67,000 Equity shares (70.01%) Membership No.: F6312
to 1,77,49,174 Equity shares (98.59%), of `10/- Place: Chennai Certificate of Practice No.: 2215
Date: May 26, 2022 UDIN: F006312D000394315

Annexure – A to Secretarial Audit Report of even date
To the Members of
[CIN L35999TN1936PLC002202]
“Maithri”, No.132, Cathedral Road,
Chennai – 600 086.
Our Secretarial Audit Report (Form MR-3) of even date for (c) Notifications / Circulars issued by the Ministry of
the financial year ended March 31, 2022, is to be read along Corporate Affairs / the Securities and Exchange
with this letter. Board of India / Reserve Bank of India, and
Guidelines issued by the Institute of Company
1. The Company’s management is responsible for Secretaries, in respect of various compliance
maintenance of secretarial records and compliance with related events as stated therein.
the provisions of corporate and other applicable laws,
rules, regulations and standards. Our responsibility is to 5. We have not verified the correctness and appropriateness
express an opinion on the secretarial records produced of financial records and books of accounts of the
for our audit. Company, as they are subject to audit by the Auditors
of the Company appointed under Section 139 of the
2. We have followed such audit practices and processes Companies Act, 2013.
as we considered appropriate to obtain reasonable
assurance about the correctness of the contents of the 6. We have obtained the Management’s representation
secretarial records. about compliance of laws, rules and regulations and
happening of events, wherever required.
3. We have verified the secretarial records furnished to us on
a test basis to see whether the correct facts are reflected 7. Our Secretarial Audit report is neither an assurance as
therein. We have also examined the compliance processes to the future viability of the Company nor of the efficacy
and procedures followed by the Company on a test basis. or effectiveness with which the management has
We believe that the processes and practices we followed conducted the affairs of the Company.
provide a reasonable basis for our opinion.
4. While forming an opinion on compliance and issuing

this report, we have taken an overall view, based on the
compliance practices and procedures followed by the
Company. We have considered: For S. Krishnamurthy & Co.,
Company Secretaries
(a) Compliance related actions taken by the Company (Peer Review Certificate No.739/2020)
based on independent legal / professional opinion /
K Sriram
certification obtained as being in compliance with law, Partner
wherever there was scope for multiple interpretations. Membership No.: F6312
Place: Chennai Certificate of Practice No.: 2215
(b) Compliance related action taken by the Company Date: May 26, 2022 UDIN: F006312D000394315
after March 31, 2022, but before the issue of this
report; and

Corporate Overview
Management Reports
Annexure - C to the Report of the Board of Directors
Annual Report on CSR activities

for the Financial Year 2021 - 22
1. A brief outline of the Company’s CSR policy accredited by the National Board of Accreditation (NBA)
for its Diploma in Mechanical Engineering program in
The Company’s CSR vision is committed to contributing 2017 and re-accredited for 3 years till 2022 in 2019–
towards its societal responsibilities beyond statutory 20. Over the last few batches, 1700 students have
obligations. The Company’s Corporate Social completed their diploma program, and 175 students
Responsibility (CSR) philosophy is to function in a will complete the program in the academic year 2021-
socially and environmentally sustainable manner 22. 100% of the students who opted for placements
recognizing the interests of all its stakeholders. were placed through campus interviews.
Our CSR vision is ‘To be a socially and environmentally The Rane Vidyalaya, established at Trichy in the year
responsible corporate citizen’. We believe that being a 2018 under the aegis of Rane Foundation has stepped
responsible corporate citizen is central to our purpose into its fourth academic year. Rane Vidyalaya was
and values, allowing ourselves to inspire trust amongst recognized by Directorate of School Education, Tamil
our Business partners and motivate people to make the Nadu in 2018 and is affiliated to the Central Board of
right choices for the business, communities and the Secondary Education, New Delhi. In 2021-22, it reached
planet. Our belief in good citizenship drives us to create a student strength of 459 in its fourth year of operations,
maximum impact in areas of: operating from LKG to VII standard proving the need for
(a) Education; a quality school in rural area.
(b) Health Care; Healthcare:
(c) Environment; and Rane Foundation and companies made significant

contribution towards COVID relief measures to various
(d) Community Development. relief funds and NGOs.
Overview of projects implemented during FY 2021-22 2. The Composition of the CSR Committee
The Company contributed to Rane Foundation (RF), The Company has constituted a robust governance
the CSR arm of Rane Group, which primarily focuses on structure to oversee the implementation of the CSR
Education and Healthcare during the FY 2021-22. projects, in compliance with the requirements of Section
135 of the Companies Act, 2013. The CSR governance
Education
structure headed by the Board CSR Committee. The
The Rane Polytechnic, established at Trichy in the year Board CSR Committee grants auxiliary power to the
2011, under the aegis of Rane Foundation has stepped Management CSR Committee of the Company to act on
into its eleventh academic year. The institution was their behalf. The members of the CSR Committee are:
Sl. Name of Director Designation Number of meetings Number of meetings of

No. of CSR Committee CSR Committee attended
held during the year during the year
1. Mr. L Ganesh, Chairman, Managing Director and
Committee Chairman Promoter
2. Dr. (Ms.) Sheela Non-Executive and Independent 1 (One) 1 (One)
Bhide, Committee Director
Member
3. Mr. Harish Lakshman Vice-Chairman, Joint Managing
NA NA
Committee Member Director and Promoter
Note:
1. Mr. L Lakhsman ceased to be a Chairman & Member w.e.f. May 27, 2021. He attended one CSR Committee meeting
held on May 27, 2021.
2. Mr. L Ganesh was designated as the chairman of the Committee w.e.f May 27, 2021.
3. Mr. Harish Lakshman was inducted as Member w.e.f. May 27, 2021.

The Board CSR Committee grants auxiliary power to the working Committee of the Company to act on their behalf. The
members of the CSR working Committee are:
Members Designation
Mr. R Venkatanarayanan President – Corporate Services
Mr. M A P Sridhar Kumar Senior Vice President – Finance & CFO
3. Web-links on the website of the company:
(a) Composition of CSR Committee: https://ranegroup.com/rane-holdings-limited-investors/
(b) CSR Policy and CSR projects approved by the Board: https://ranegroup.com/rhlinvestors/corporate-social-
responsibility-policy/
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 – Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year
Sl. Financial Year Amount available for set-off from Amount required to be set-off for the
No. preceding financial years (`) financial year, if any (`)
1. 2018-2019 NIL NIL
2. 2019-2020 NIL NIL
3. 2020-2021 55,19,000/- 51,61,202/-
6. Average net profit of the company as per section 135(5)
Particulars 2018-2019 2019-2020 2020-21

Net profit for the year (PAT) 76,36,33,093/- 50,82,29,771/- 1,35,65,167/-
Adjusted Net profit (as per Section 198) 29,96,37,202/- 23,98,38,024/- 23,47,05,060/-
Average Net profit 25,80,60,096/-
(a) Two percent of average net profit of the company as per section 135(5) - `51,61,202/-
(b) Surplus arising out of CSR projects/programmes/activities of the previous financial years – Nil
(c) Amount required to be set off for the financial year - `51,61,202/-
(d) Total CSR obligation for the financial year (7a+7b- 7c) - Nil
7. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent Amount Unspent (in `)

for the Financial Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as
Year (in `) Account as per section 135(6) per second proviso to section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
2,07,300/- NIL NIL
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name of Item from Local Location of the Project Amount Amount Amount Mode of Mode of Implementation
No. the the list of area project duration allocated spent transferred to Implem- – Through Implementing
Project activities in (Yes / for the in the Unspent CSR entation agency
Schedule VII No) project current Account for Direct
State District Name CSR
to the Act (in `) Financial the project as (Yes / No)
Registration
Year (in per Section
number
`) 135(6)
(in `)
NIL

Corporate Overview
Management Reports
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)

Sl. No. Name of Item from the list Local Location of the project Amount Mode Mode of implementation –
the Project of activities in area spent for of implementation Through implementing agency
schedule VII to (Yes / the project – Direct (Yes/No)
State District Name CSR registration
the Act No) (in `)
number
1 Health Disaster Yes Tamil Nadu Chennai 1,32,300/- Yes NA NA
Care – management
COVID 19 Including relief,
rehabilitation and
reconstruction
2 Training Towards conduct Yes Tamil Nadu Chennai 75,000/- Yes NA NA
for sports of coaching and
training for junior
tennis players of
Tamil Nadu Tennis
Association
TOTAL 2,07,300/-
(d) Amount spent in Administrative Overheads – Nil
(e) Amount spent on Impact Assessment – Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – `2,07,300/-
(g) Excess amount for set off – `5,65,098/-*
Sl. No. Particular Amount (`)

(i) Two percent of average net profit of the company as per section 135(5) 51,61,202/-
(ii) Total amount spent for the financial year (including set off from previous year) 53,68,502/-
(iii) Excess amount spent for the financial year [(ii)-(i)] 2,07,300/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous -
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 2,07,300/-
*cumulative excess amount available for set-off.
8. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount transferred Amount Amount transferred to any fund specified under Amount
No. Financial to Unspent CSR spent in the Schedule VII as per section 135(6), if any. remaining to
Year Account under reporting Name of the Amount Date of be spent in
section 135 (6) Financial Fund (in `) transfer succeeding
(in `) Year (in `) financial year (in `)
NIL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Sl. Project Name Financial Year Project Total amount Amount spent on Cumulative amount Status of
No. ID of the in which the duration allocated for the project in the spent at the end of the project -
Project project was the project reporting Financial reporting Financial Completed
commenced (in `) Year (in `) Year (in `) / Ongoing
NIL

9. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details) – Not Applicable
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset(s).
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).
10. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5)
- Not Applicable.
Chennai Ganesh Lakshminarayan Harish Lakshman

May 26, 2022 Chairman of the CSR Committee Director
DIN: 00012583 DIN: 00012602

Corporate Overview
Management Reports
Annexure - D to the Report of the Board of Directors
Disclosure of particulars of contracts/arrangements entered into by the company with related

parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transaction under third proviso thereto.
FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arm’s length basis.
There were no contracts or arrangements or transactions entered during the year ended March 31, 2022, which were not
at arm’s length basis.
2. Details of material contracts or arrangements or transactions at arm’s length basis.
S No. Particulars Details

a) Name(s) of the related party & nature of relationship Mr. L Lakshman, Chairman Emeritus
b) Nature of contracts / arrangements / transaction Advisory services agreement
c) Duration of the contracts / arrangements / transaction 5 years (with effect from May 28, 2021 to May 27, 2026)
d) Salient terms of the contracts or arrangements or Remuneration of `1.25 crores per annum payable to Mr. L Lakshman as
transaction including the value, if any Chairman Emeritus, at such intervals as may be agreed with him. Other
out of pocket expenses incurred by him would be reimbursed at actuals.
The broad scope of his advisory services include:
a) Matters of Corporate Strategy, new business opportunities.
b) Be the sounding board for the Company on Company policies/
initiatives.
c) Building the Company’s image and brand equity.
d) Provide mentorship to the senior management personnel in the
group.
e) Date of approval by the Board Board of Directors / Committee approval - May 27, 2021; and
Shareholders’ approval - August 06, 2021 (85th AGM)
f) Amount paid as advances, if any NIL
For and on behalf of the Board
Chennai Harish Lakshman Ganesh Lakshminarayan

May 26, 2022 Vice-Chairman Chairman
DIN: 00012602 DIN: 00012583

Annexure - E to the Report of the Board of Directors
Corporate Governance Report

1. Philosophy on Code of Governance balance of skills, background, experience and
knowledge of the Board for guiding the Company in
The Rane Group’s time tested philosophy of Governance achieving its objectives in a sustainable manner and
is based on principles of integrity, transparency and the composition of the Board at end of FY 2021-22 is in
fairness. The Rane businesses seek enhancement of conformity with Regulation 17 of SEBI LODR.
shareholder value within this framework. Directors’ code
of conduct and employee behaviour is nourished by To the best of our knowledge and information furnished
this culture and is governed through a policy document to the Board, total Directorships held by the Directors
“Ethical Standards of Behaviour – RANE COMPASS”. are within the limits prescribed under Section 165 of
the Companies Act, 2013 read with Regulation 17A of
Rane Group, being a good corporate citizen, complies SEBI LODR. None of the Independent Directors serve
and abides by the laws and regulations of the land, as Independent Director in more than seven (7) listed
both in letter and spirit. Our belief in good corporate companies and where any Independent Director is
citizenship enshrined in the Company’s Code of serving as Whole-Time Director in a listed Company
Conduct, its policies, compliance with law and robust he / she serves as Independent Director in not more
internal control systems, which are subjected to than three (3) listed Companies. Similarly, none of the
regular assessment, drives its effectiveness, reinforces Directors on the Board is a member of more than 10
integrity of management and fairness in dealing with Committees or Chairperson of more than 5 Committees
all the stakeholders. This meets with all statutory and across all listed and unlisted public Companies in which
regulatory compliance including those under SEBI he / she is a Director in terms of Regulation 26 of SEBI
(Listing Obligations and Disclosure Requirements) LODR. The Directors periodically notify the Company
Regulations, 2015, (SEBI LODR). about changes in the Directorship(s) / Committee
The Company recognises the rights of all its stakeholders position(s) as and when they take place.
and encourages co-operation between the Company During the FY 2021-22, the Board met six (6) times on
and its stakeholders to enable their participation in May 27, 2021, August 06, 2021, November 02, 2021,
the corporate governance process as enshrined in the December 29, 2021, February 08, 2022 and March 31,
Ethical Standards of Behaviour – RANE COMPASS. 2022 and requisite quorum was present throughout
2. Board of Directors these meetings. Wherever required, the Company
facilitates the participation of the Directors in Board /
Composition, Attendance & Meetings Committee meetings through video-conferencing or
other audio visual means. The details of the Directors
As on March 31, 2022, the Board comprises of Six
on the Board, their attendance at Board Meetings
(6) Directors including one Executive Chairman, one
and Annual General Meeting held during the year,
Executive Vice-Chairman and more than 50% of them
the number of Directorships and Committee member
being Independent Directors. There are no Alternate
/ Chairman position(s) held by them in other public
Directors on the Board. The Woman Director of the
companies as on March 31, 2022 are given below:
Company is an Independent Director. The composition
of the Board is aimed at maintaining an appropriate
Name of the Category No. of Board Attendance at Number of Directorship in Number of Committees
Director / meetings the last AGM other public companies # Membership @
(DIN) attended (August 06,
Chairperson Member Chairperson Member
2021)
Mr. Ganesh Chairman, 6 Yes 3 4 - 5
Lakshminarayan Managing Director
(00012583) & Promoter
Mr. Harish Vice Chairman, 6 No 1 5 2 2
Lakshman Joint Managing
(00012602) Director &
Promoter
Dr. (Mr.) V Non-Executive & 6 Yes - 3 - 4
Sumantran Independent
(02153989)
Dr. (Ms.) Non-Executive & 6 Yes - 1 - -
Sheela Bhide Independent
(01843547)

Corporate Overview
Management Reports
Name of the Category No. of Board Attendance at Number of Directorship in Number of Committees
Director / meetings the last AGM other public companies # Membership @
(DIN) attended (August 06,
Chairperson Member Chairperson Member
2021)
Mr. Rajeev Gupta Non-Executive & 6 No 1 4 1 3
(00241501) Independent
Mr. Pradip Non-Executive & 6 Yes - 2 1 4
Kumar Bishnoi Independent
(00732640)
# excludes Directorships held on the Boards of private companies, Section 8 Companies, debt listed companies and Companies incorporated outside
India and includes Chairpersonship & Directorship held in a deemed public Company
@ membership in Audit Committee and Stakeholder Relationship Committee of other public Companies are only considered as per Regulation 26 of
SEBI LODR and membership includes the positions held as chairperson of the Committee.
Note:
1. Mr. L Lakshman (DIN: 00012554), Non-Executive Director, retired as per the retirement policy of the Company, effective from May 27, 2021.
The details of Directorship held in other listed entities as on March 31, 2022 are as under:
Name of Director Name of the listed entity Category of Directorship

Mr. L Ganesh Rane (Madras) Limited Chairman, Non-Executive & Promoter
Rane Brake Lining Limited Chairman, Non-Executive & Promoter
Rane Engine Valve Limited Chairman, Non-Executive & Promoter
Sundaram Finance Limited Non-Executive & Independent
Mr. Harish Lakshman Rane (Madras) Limited Vice Chairman, Non-Executive & Promoter
Rane Brake Lining Limited Non-Executive & Promoter
Rane Engine Valve Limited Vice Chairman, Non-Executive & Promoter
Oriental Hotels Limited Non-Executive & Independent
Dr. (Ms.) Sheela Bhide Ahluwalia Contracts (India) Limited Non-Executive & Independent
Dr. (Mr.) V Sumantran Interglobe Aviation Limited Non-Executive & Independent
TVS Electronics Limited Non-Executive & Independent
Mr. Rajeev Gupta Vardhman Special Steels Limited Chairman, Non-Executive & Independent
EIH Limited Non-Executive & Independent
T.V. Today Network Limited Non-Executive & Independent
United Spirits Limited Non-Executive & Independent
Mr. Pradip Kumar Bishnoi Avadh Sugar & Energy Limited Non-Executive & Independent
Rane (Madras) Limited Non-Executive & Independent
There is no inter-se relationship among Directors of the The disclosure regarding meeting of Independent
Company. The matters specified pursuant to Regulation Directors, Board, Directors’ performance evaluation
17(7) of SEBI LODR under PART A of Schedule II and and criteria for performance evaluation of Independent
in particular the annual operating plans and budgets, Directors are discussed in detail in the Directors Report.
quarterly results for the Company, minutes of meetings In the opinion of Board, the Independent Directors fulfill
of Audit Committee and other Committees of the the conditions specified in SEBI LODR and the provisions
Board, quarterly details of foreign exchange exposures, of Companies Act, 2013 and are independent of the
risk management and mitigation measures etc. were management.
discussed by the Board.
The Company had issued formal letter of appointment
An annual calendar for the Board and its Committee to all the Independent Directors, whenever they are
meetings was circulated in advance to the Directors appointed / re-appointed and the terms and conditions
and they were provided with detailed agenda for the of appointment of Independent Directors have also
meetings to effectively participate in discussions. Post been disclosed in the website of the Company at www.
Board meeting reviews were held by the Chairman to ranegroup.com. In case of resignation of a Director
monitor and follow up the effective execution of the before the expiry of his term, the Company obtains a
decisions, directions and suggestions of the Board and formal resignation letter requiring detailing of reasons
its Committees, by the management. for resignation and the same is furnished to the
stock exchanges. However, there was no instance of
resignation during the year.

Presentations on business and performance updates Skills, expertise and competence of the Board
of the Company, global business environment and
business strategy are made to the Board and the The Board comprises of qualified members who bring
Committee members. The details of familiarisation in the required skills, competence and expertise that
programme for the Independent Directors are allows them to make effective contributions to the Board
disclosed in the website of the Company at the web-link and Committees. The Board ensures and maintains the
at https://ranegroup.com/rhl_investors/familiarisation- highest standards of Corporate Governance. The skills,
programme-for-independent-Directors/. expertise and competencies identified by the Board,
in the context of the automotive business in which the
Company operates and for it to function effectively,
inter-alia, are as follows:
Skills / Competence / Expertise Remarks Name of the Director

Possessing industrial, technical and operational expertise and Mr. L Ganesh
experience in automotive, ancillary and emerging technologies Mr. Harish Lakshman
Industry and Technology
and associations with industrial bodies and professional Mr. Pradip Kumar Bishnoi
network. Dr. (Mr.) V Sumantran
Experience in driving business success across various Mr. L Ganesh
geographies, diverse business environment, economic Mr. Harish Lakshman
Business development
conditions and its cultures and global market opportunities. Mr. Pradip Kumar Bishnoi
Dr. (Mr.) V Sumantran
Having insight into maintaining effective Board and Mr. L Ganesh
management relationship, protecting stakeholders’ interest Mr. Harish Lakshman
and observing appropriate governance practices. Mr. Pradip Kumar Bishnoi
Governance
Dr. (Mr.) V Sumantran
Mr. Rajeev Gupta
Dr. (Ms.) Sheela Bhide
Expertise or leadership experience in allied disciplines like Mr. L Ganesh
finance, law, management, sales, marketing, administration, Mr. Harish Lakshman
Allied disciplines
research, corporate governance, technical operations and Mr. Rajeev Gupta
human resource. Dr. (Ms.) Sheela Bhide
3. Audit Committee All the members of the Audit Committee are financially
literate and possess accounting and related financial
Composition, Attendance and Meetings management expertise. The Company Secretary acts as
The composition of the Audit Committee of the Board the Secretary to the Committee.
is in conformity with the requirements of Section 177 The Statutory Auditor and the Internal Auditor were
of the Companies Act, 2013 and Regulation 18 of SEBI present as invitees in the meetings. The President –
LODR. The Committee met six (6) times during the year Finance & Group - CFO, Vice President - Finance &
on May 27, 2021, August 06, 2021, November 02, 2021, Chief Financial Officer (CFO) & Senior Vice President
December 29, 2021, February 08, 2022 and March 31, - Finance & Chief Financial Officer (CFO) of the
2022 with requisite quorum present throughout these Company attended the meetings by invitation. Based
meetings. The details of members and their attendance on the requirement, other Directors also attended the
are as below: meetings by invitation. All the recommendations of the
Audit Committee during the year, were considered,
Name of the Category No. of
accepted and approved by the Board. The Chairman of
Director Meetings
the Audit Committee was present at the last AGM of the
attended
Company held on August 06, 2021.
Dr. (Mr.) V Chairman, Non-Executive & 6
Sumantran Independent Overall purpose and terms of reference
Mr. L Ganesh Member, Executive & 6 The purpose of the Audit Committee is to assist the
Promoter Board of Directors in reviewing the financial information
Dr. (Ms.) Sheela Member, Non-Executive & 6 which is disseminated to the shareholders and others,
Bhide Independent reviewing the systems of internal controls established
Mr. Rajeev Member, Non-Executive & 6 in the Company, appointing, retaining and reviewing
Gupta Independent the performance of Internal Auditor and overseeing the
Company’s accounting and financial reporting processes
and the audit of the Company’s financial statements.

Corporate Overview
Management Reports
The terms of reference of the Audit Committee are as remuneration and approves the appointment of
per the provisions of the SEBI LODR read with Section CFO.
177 of the Companies Act, 2013 and other applicable
provisions of the SEBI LODR and the act, as amended • Discusses the scope of audit and post-audit area
from time to time. In line with these provisions, the of concern and qualifications, if any, with Statutory
Company has framed an Audit Committee Charter, Auditor / Internal Auditor.
which is subject to review by the Board of Directors. • Consider and comment on rationale, cost-
The terms of reference and roles of the Audit Committee benefits and impact of schemes involving merger,
in line with the provisions of SEBI LODR / Companies demerger, amalgamation etc., on the listed entity
Act, 2013, which are mentioned hereunder: and its shareholders.
• Quarterly / Annual financial statements with The Audit Committee reviews the quarterly unaudited
Statutory Auditor and management before / annual audited financial results of the Company. The
submission to the Board. unaudited results are subjected to limited review by the
Statutory Auditor of the Company. The Statutory Auditor
• Internal control systems, findings of any internal is eligible to issue limited review report as the audit firm
investigations by the internal auditors into matters has been subjected to peer review process of Institute
where there is suspected fraud or irregularity or of The Chartered Accountants of India (ICAI). The Audit
a failure of internal control systems of a material Committee approves payments to Statutory Auditor for
nature and reporting the matter to the Board. audit and non-audit services.
• Internal audit function, internal audit reports relating In accordance with the provisions of the Companies
to internal control weaknesses and functioning Act, 2013 read with relevant rules made thereunder and
of whistle blower mechanism and prohibition of provisions of SEBI LODR, the Audit Committee accords
insider trading. prior approval for all Related party transactions (RPT),
including any modifications thereto, as per the policy
• Evaluation of internal financial controls and risk on RPT. The Audit Committee annually grants omnibus
management systems. approvals for transactions that are routine or repetitive
• Management discussion and analysis of financial in nature and which are proposed to be undertaken /
condition, results of operation financial and risk entered in the ordinary course of business at arm’s
management policies of the Company. length basis. While according omnibus approvals, the
Audit Committee takes into consideration the following
• Defaults, if any, in payments to depositors, factors, viz., maximum value of the transactions,
shareholders / creditors and the status of the inter- including value per transaction, extent and manner of
corporate loans and investments for scrutiny in disclosures made to the Audit Committee.
detail.
During the year, in connection with divestment of 1%
• Approve related party transactions, including any shareholding in ZF Rane Automotive India Private
subsequent modifications thereto. Limited (fka Rane TRW Steering Systems Private Limited),
the Committee considered and recommended the
• Compliance with listing and other legal
valuation for shares. Further, the Committee inter-alia
requirements relating to financial statements.
reviewed and recommended the amendments to the
• Changes, if any, in accounting policies and practices RPT policy in line with amendments to the SEBI LODR.
and reasons for the same, major accounting On a quarterly basis, the Audit Committee reviews
entries involving estimates based on the exercise RPTs entered into by the company pursuant to each
of judgement by management and significant of the omnibus approval. Pursuant to SEBI LODR sixth
adjustments made in the financial statements amendment regulations w.e.f January 01, 2022, all RPTs
arising out of the audit findings. are approved only by the Independent Directors. The
Audit Committee reviews all mandatory information
• Valuation of undertakings or assets of the Company, under Part C of Schedule II pursuant to Regulation
as and when required. 18 of SEBI LODR, including review of Internal Auditor
• Financial statements, in particular, the investments observations, statutory compliance.
made by any unlisted subsidiary of the Company. 4. Nomination and Remuneration Committee (NRC)
• Utilization of loans and/ or advances from/ Composition, Attendance and Meetings
investment by the Company to its subsidiary
exceeding `100 crore or 10% of the asset size of the The NRC is constituted in terms of Section 178 of the
subsidiary, whichever is lower, including existing Companies Act, 2013 read with Regulation 19 of SEBI
loans / advances / investments. LODR. The Company Secretary acts as the Secretary
to the Committee. The Committee met three (3) times
• Recommends appointment of Auditor and their during the year on May 27, 2021, November 02, 2021

and February 08, 2022 with requisite quorum present • Considered and recommended the appointment &
throughout these meetings. The details of members payment of remuneration to L Lakshman as Chairman
and their attendance are as below: Emeritus, post his retirement from the Board;
Name of the Category No. of • Consideration and recommendation of appointment

Director Meetings of Mr. K Rajesh Raghavan as President – Corporate
attended and Mr. MAP Sridhar Kumar as Senior Vice President
Dr. (Mr.) V Chairman, Non-Executive & 3 – Finance & CFO.
Sumantran Independent Remuneration Policy
Mr. Pradip Member, Non-Executive & 3
Kumar Bishnoi Independent The policy on appointment and remuneration of
Directors, Key Managerial Personnel (KMP) and Senior
Dr. (Ms.) Sheela Member, Non-Executive & 2
Management Personnel (SMP) is available on the website
Bhide Independent
of the Company at www.ranegroup.com. This policy
Note: is designed to attract, motivate, and retain talented
1. Mr. L Lakshman ceased to be a member w.e.f. May 27, 2021. During employees who drive the Company’s success and aims
the year, he attended one meeting on May 27, 2021. at aligning compensation to goals of the Company,
2. Dr. (Ms.) Sheela Bhide was inducted as member w.e.f. May 27, 2021. performance of the individual, internal equity, market
trends and industry practices, legal requirements and
Overall purpose and terms of reference
appropriate governance standards.
The terms of reference and roles of the NRC are in line
Remuneration to Directors
with the provisions of SEBI LODR / Companies Act, 2013
and, inter-alia, are as under: In accordance with the said policy and the approval
accorded by members way of a special resolution
• To formulate criteria for determining qualifications,
under Section 197 of the Companies Act, 2013 and the
positive attributes and Independence of Director
Rules made thereunder, Mr. L Ganesh, Chairman and
for evaluation of performance of Independent
Managing Director is entitled to commission on profits
Directors and the Board;
calculated as per Section 198 of the Companies Act,
• To approve the remuneration policy of Directors, 2013. Accordingly, for the FY 2021-22 the Company
Key Managerial Personnel (KMP) and Senior has provided a sum of `93.80 Lakhs, as commission to
Management Personnel (SMP); Mr. L Ganesh. The same represents 2% of the net profits
of the Company for the FY 2021-22.
• To devise policy on Board diversity;
Other Non-Executive Directors receive sitting fees as
• To provide guidance to the Board on matters relating remuneration for attending the Board and Committee
to appointment of Directors, Independent Directors, meetings.
KMP and SMP, i.e., the core management team one
level below the CEO / Managing Directors; Sitting Fees
• To evaluate performance, recommend and review The Directors are eligible for sitting fees, apart from
remuneration of the Executive Directors based on reimbursement of their actual travel and out-of-pocket
their performance; expenses, if any, for attending the meetings of the Board
/ Committee. The sitting fees payable per meeting of
• To recommend to the Board, the extension Board and its Committees are as hereunder:
/ continuation of term of appointment of
Independent Directors based on report of Type of Meeting Sitting fees per
performance evaluation; meeting (in `)
• To consider and recommend professional indemnity Board 45,000
and liability insurance for Directors, KMP and SMP;
Audit Committee 15,000
• To recommend to the Board, all remuneration, in
Nomination & Remuneration 10,000
whatever form, payable to senior management;
Committee
• During the year, the NRC, inter alia, reviewed and
Corporate Social Responsibility 5,000
recommended the process of Board evaluation, its
Committee
committees and Directors;
Stakeholders Relationship Committee 5,000
• Considered and recommended the commission
payable to Chairman & Managing Director and Finance Committee 2,500
Chairman Emeritus for FY 20-21;
• Reviewed the compensation benefits of SMP and

KMP of the Company;

Corporate Overview
Management Reports
Details of Remuneration paid to Directors
The details of remuneration including sitting fees paid to the Directors and their shareholding as at the year ended
March 31, 2022 are as follows:
Name of the Director Sitting Fees (in `) Remuneration (in `) Shares held as on March 31, 2022
Mr. L Ganesh NA 2,98,38,505 12,16,433
Mr. Harish Lakshman NA 79,04,532 1,39,817
Dr. (Mr.) V Sumantran 3,90,000 - -
Dr. (Ms.) Sheela Bhide 3,95,000 - -
Mr. Rajeev Gupta 3,60,000 - -
Mr. Pradip Kumar Bishnoi 3,00,000 - -
Total 14,45,000 3,77,43,037 13,56,250
Note:
1. Shareholding includes joint holdings & HUF, if any.
2. No other remuneration except sitting fees was paid to Non-Executive Directors.
3. Remuneration paid to Mr. L Ganesh, Chairman & Managing Director are based on shareholder’s approval at the 84th AGM of the Company.
4. The remuneration paid to Mr. L Ganesh comprises of salaries & allowances – `1,52,97,553; perquisites – `51,60,952; and commission & performance
linked incentive – `93,80,000, based on recommendation of the NRC and approval of the Board of Directors at their respective meetings held on
May 26, 2022.
5. Mr. Harish Lakshman, Vice-Chairman & Joint Managing Director receives remuneration in the form of rent free accommodation only, which includes
facilities in the nature of telecommunication, gas, electricity, in accordance with provisions of Income Tax Act, 1961. The monetary equivalent of the
same is `79,04,532 for the FY 2021-22. He does not receive any other remuneration from the Company and receives remuneration from one of the
group companies, viz., ZF Rane Automotive India Private Limited (Formerly known as Rane TRW Steering Systems Private Limited (RTSS)). The total
remuneration received by him from both the Company and ZRAI is within the limits prescribed under the Companies Act, 2013.
6. Mr. L Ganesh, Chairman and Managing Director of the Company receives remuneration in the form of sitting fees for attending meetings of the
Board and Committee(s) and commission on net profits, as per Section 197 of the Companies Act, 2013 from two of the subsidiary companies viz.,
Rane (Madras) Limited and Rane Brake Lining Limited.
7. No shares of the Company were pledged by the Directors. There is no stock option scheme prevailing in the Company.
8. During the year, Mr. L Lakshman was paid sitting fees of `65,000 and holds 11,14,745 shares as on March 31, 2022. He retired as per the retirement
policy of the Company on May 27, 2021.
5. Stakeholder’s Relationship Committee (SRC) Overall purpose and terms of reference
Composition & Attendance of Meetings The terms of reference and roles of the SRC are in line
with provisions of SEBI LODR and Companies Act, 2013
The Stakeholder’s Relationship Committee looks viz., as detailed hereunder:
into grievances of shareholders and redresses them
expeditiously in accordance with Section 178 of the • To resolve the grievances of the security holders
Companies Act, 2013 and as per the requirements of the Company including complaints related to
under Regulation 20 of SEBI LODR. The Company transfer / transmission of shares, non-receipt of
Secretary is the compliance officer of the Company and annual report, non-receipt of declared dividends,
acts as the Secretary to the Committee. The Committee issue of new / duplicate certificates, general
met two (2) times during the year on May 27, 2021 and meetings etc.
November 02, 2021 with requisite quorum present
throughout these meetings. The details of members • To review measures taken for effective exercise of
and their attendance are stated below: voting rights by shareholders.
• To review adherence to the service standards

Name of the Category No. of
adopted by the Company in respect of various
Director Meetings
attended services being rendered by the Registrar & Share
Transfer Agent.
Dr. (Ms.) Sheela Chairperson, Non - 2
Bhide Executive & Independent • To review of various measures and initiatives taken
Mr. L Ganesh Member, Executive & 2 by the Company for reducing the quantum of
Promoter unclaimed dividends and ensuring timely receipt
Mr. Harish Member, Executive & 1 of dividend warrants / annual reports / statutory
Lakshman Promoter notices by the shareholders of the Company.
Note:
The Chairman of the SRC was present at the last AGM
1. Mr. L Lakshman ceased to be a member & Chairman of the
Committee w.e.f. May 27, 2021. During the year, he attended one of the Company held on August 06, 2021 to answer
meeting of the Committee on May 27, 2021. queries of the stakeholders. During the year, two
2. Ms. Sheela Bhide was inducted as member & designated as complaints were received and resolved (1 under the
Chairperson of the Committee w.e.f. May 27, 2021. SEBI Complaints Redress System (SCORES) mechanism
3. Mr. Harish Lakshman was inducted as member of the Committee
and 1 from NSE) Both were relating to issuance of
w.e.f May 27, 2021.
duplicate share certificates. There were no complaints

remaining unresolved as at the end of the financial (vii) Carry out impact assessment of project/
year 2021-22. The SRC at its meeting held on May 27, programmes, where required.
2021 and November 02, 2021 respectively reviewed
the Internal Audit report for the FY 2019-20 & FY 2020- (viii) Ensure the end utilization of CSR expenditure.
21 issued to RTA, in line with the SEBI Circular dated (ix) Such other terms as required under any statutory
April 20, 2018. obligation.
6. Corporate Social Responsibility (CSR) Committee The report on CSR projects undertaken during the
Education, Healthcare, Community Development and year 2021-22 as approved by the CSR Committee in
Environment are the four focus areas under Corporate consultation with the Board is annexed to this report in
Social Responsibility (CSR) as per the CSR activities of the ‘Annexure C’ 
Company. The CSR projects and activities undertaken 7. Risk Management Committee
by the Company are in line with the CSR Policy and
recommendations of the CSR Committee which are in The Company has constituted a Risk Management
accordance with the areas or subjects specified under Committee in compliance with the SEBI Listing Regulations.
the Companies Act, 2013, as amended from time to
The Committee comprises of members from the Board
time. The Committee met once during the year on
and senior member(s) from leadership team. The
May 27, 2021. The Company Secretary acts as the
current composition of the Committee is as follows:
Secretary to the Committee. The details of members
and their attendance are stated below: Name of the Category No. of
Director Meetings
Name of the Category No. of attended
Director Meetings
attended Mr. L Ganesh Chairman, Executive & 2
Promoter
Mr. L Ganesh Chairman, Executive & 1
Promoter Mr. Harish Member, Executive & 2
Lakshman Promoter
Dr. (Ms.) Sheela Member, Non-Executive & 1
Bhide Independent Dr. (Mr.) V Member, Non – Executive & 2
Sumantran Promoter
Mr. Harish Member, Executive & -
Lakshman Promoter Mr. P A Member, President- Finance, 2
Padmanabhan Management Group
Note:
1. Mr. L Lakshman ceased to be a member & Chairman of the The Company’s approach towards risk management
Committee w.e.f. May 27, 2021. is to mitigate risks to an acceptable level within its
2. Mr. Harish Lakshman was inducted as member w.e.f. May 27, 2021. tolerances, protect Rane Group’s reputation and brand
3. Mr. L Ganesh was designated as the Chairman of the Committee and strive to achieve operational and strategic business
w.e.f. May 27, 2021.
objectives.
Overall purpose and terms of reference
Risk Assessment is conducted once in two years and the
The Committee approves the annual CSR report, Company has mechanism to identify, assess, mitigate
recommends the annual CSR expenditure budget and and monitor various risks to key business objectives.
CSR activities undertaken for the financial year to the
Business process and compliance risk evaluation is an
Board. The terms of reference of the Committee are as
on-going process within the Company. The Company
follows:
has a dynamic risk management framework to identify,
(i) Formulate and recommend CSR Policy, for approval monitor, mitigate and minimise risks.
of the Board.
The Committee is governed by a charter per the terms
(ii) Formulate and recommend to the Board, an annual of reference prescribed under LODR viz.,
action plan in pursuance of CSR policy.
(1) To formulate a detailed risk management policy
(iii) Approve projects that are in line with the CSR which shall include:
policy.
(a) A framework for identification of internal
(iv) Implement CSR projects/programmes directly and and external risks specifically faced by
through registered implementing agencies. the listed entity, in particular including
financial, operational, sectoral, sustainability
(v) Have monitoring mechanisms in place to track the (particularly, ESG related risks), information,
progress of each project. cyber security risks or any other risk as may be
(vi) Recommend the CSR expenditure to the Board of determined by the Committee.
the Company for approval

Corporate Overview
Management Reports
(b) Measures for risk mitigation including systems authorization in connection with borrowings by the
and processes for internal control of identified Company. No sitting fees is payable to the Committee
risks. members. The Company Secretary acts as Secretary to
the Finance Committee of the Board. Mr. L Lakshman
(c) Business continuity plan. ceased to be a member of the Committee w.e.f.
(2) To ensure that appropriate methodology, processes May 27, 2021.
and systems are in place to monitor and evaluate Executive Committee
risks associated with the business of the Company;
An Executive Committee, comprising of Mr. L Ganesh
(3) To monitor and oversee implementation of the and Mr. Harish Lakshman as its members, is authorized
risk management policy, including evaluating the to carry out activities in connection with change in
adequacy of risk management systems; authorization to officials under various legislations,
(4) To periodically review the risk management policy, operation of bank accounts and other administrative
at least once in two years, including by considering matters between two consecutive meetings of the
the changing industry dynamics and evolving Board. Mr. L Lakshman ceased to be a member of
complexity; the Committee w.e.f May 27, 2021. No sitting fees is
payable to the Committee members. During the year
(5) To keep the board of directors informed about no meeting was held.
the nature and content of its discussions,
recommendations and actions to be taken; The Company Secretary acts as Secretary to the
Executive Committee of the Board.
(6) The appointment, removal and terms of remuneration
of the Chief Risk Officer (if any) shall be subject to 9. Code of conduct
review by the Risk Management Committee. The Board of Directors has laid down a code of conduct
The Committee met two (2) times on November 02, i.e. “Ethical Standards of Behaviour – RANE COMPASS”
2021 & March 31, 2022. The committee reviewed the risk for all Board members and employees of the Company
review plan and approved a policy on risk management. in furtherance of its emphasis towards good Corporate
Governance practices. The same has been posted on
8. Other Committees the website of the Company at the weblink https://
ranegroup.com/rhl_investors /code-of-conduct/. The
Share Transfer Committee
Board members and Senior Management Personnel
To expedite the process of share transfers, the have affirmed their compliance with the code of
Board has delegated the power of share transfer, conduct. A declaration from the Chairman & Managing
transmission, dematerialization / rematerialization / Director of the Company to this effect is provided as
split / consolidation, issue of duplicate share certificates Annexure (i) of this report.
etc. to a committee comprising of such senior officials
Prevention of Insider Trading
designated from time to time. The Committee meets
on a case to case basis to approve share transfers The Board of Directors have formulated “Rane Code
and transmissions and the details of such transfer / to regulate, monitor and report trading by insiders”
transmissions of securities are placed to the Board. No and “Rane Code of practices and procedures for fair
sitting fees is payable to the committee members. disclosure of unpublished price sensitive information”
in accordance with SEBI (Prohibition of Insider Trading)
Finance Committee
Regulations, 2015, as amended from time to time, to
A Finance Committee comprising of two Executive prevent misuse of any unpublished price sensitive
Directors, Mr. L Ganesh and Mr. Harish Lakshman as information and prohibit insider trading activity. The
its members. The Committee is authorised to approve code of fair disclosure practices and procedures for
borrowings and connected matters, in accordance with unpublished price sensitive information is available at
the as per the delegations made by the Board, from the weblink: https://ranegroup.com/rhl_investors/rhl-
time to time. During the year three (3) meetings were code-of-fair-disclosure/.
held to approve further investment in Rane t4u Private
Limited (Rt4u), Rane Engine Valve Limited (REVL) and

10. General Body Meetings
Details of last three (3) Annual General Meetings (AGM) are as under:
Date of AGM Special resolutions passed Time Venue / Mode

August 06, 2021 1. Amendment of Articles of Association of the Company. 15:00 hrs Video
(85th AGM) Conferencing
/ Other Audio
Visual Means (VC /
OAVM)
August 14, 2020 1. Approval of the re-appointment of Mr. Ganesh Lakshminarayan as Chairman 15:00 hrs Video
(84 AGM)
th and Managing Director and his remuneration thereof Conferencing
2. Approval under Regulation 17(6)(ca) of SEBI (Listing Obligations and / Other Audio
Disclosure Requirements), Regulations 2015, the remuneration payable to Visual Means (VC /
Mr. L Lakshman, Chairman Emeritus (Non- Executive Directors) exceeding OAVM)
fifty percent of the total remuneration payable to all Non- Executive Directors
of the Company
3. Approval under Regulation 17(6)(e) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, as amended from time to time,
the remuneration payable to Mr. L Ganesh, Chairman & Managing Director
and Mr. Harish Lakshman, Vice-Chairman & Joint Managing Directors, being
Promoter Executive Directors
August 08, 2019 1. Reappointment of Dr. (Mr.) V Sumantran as an Independent Director for a 10:15 hrs The Music
(83rd AGM) second term Academy
2. Approval of the appointment and remunerations of Mr. Harish Lakshman as (Mini Hall),
Joint Managing Director in the designation of Vice Chairman New No. 168,
3. Approval under Regulation 17(6)(ca) of SEBI (Listing Obligations and TTK Road,
Disclosure Requirements), Regulations 2015, the remuneration payable to Royapettah,
Mr. L Lakshman, Chairman Emeritus (Non- Executive Directors) exceeding Chennai –600 014
fifty percent of the total remuneration payable to all Non- Executive Directors
of the Company
4. Approval under Regulation 17(6)(e) of SEBI (Listing Obligations and
Disclosure Requirements)
No resolution was passed through postal ballot or Extra-Ordinary General Meeting during the financial year 2021-22.
11. Disclosures other statutory authority on such matters during

the last three years.
i. During the year, the Company had not entered
into any transaction of material nature with any iii. There are no pecuniary relationships or transactions
of the promoters, Directors, management or of Non-Executive Directors vis-à-vis the Company
relatives or subsidiaries etc., except as disclosed in which has potential conflict with the interests of the
‘Annexure D’ to the report of the Board of Company.
Directors. The details of transactions in the nature
of loans, advances and investments in subsidiary iv. The Company has in place a mechanism to inform
companies is available in the notes to the financial the Board members about the Risk assessment and
statements. The transactions entered with related mitigation plans and periodical reviews to ensure
parties during the year were in the ordinary that the critical risks are controlled by the executive
course, at arms’ length and not in conflict with the management.
interests of the Company. All routine and periodic v. The Company has complied with the following
transactions with related parties were covered in non-mandatory requirements prescribed under
the omnibus approval of the Audit Committee. The Part – E of Schedule II, Chapter IV of the SEBI LODR:
details of the related party transactions including
those with persons/ entities belonging to promoter a. adopted best practices to ensure a regime of
/ promoter group as per Ind AS as stated in note no. financial results / statement with unmodified
40 of the financial statements. The policy on related audit opinion.
party transaction is available on the website of the
b. internal auditor directly reports to the Audit
Company at the web-link https://ranegroup.com/
Committee.
rhl_investors/policy-on-related-party-transactions/.
vi. In order to comply with all laws governing the
ii. There was no instance of non-compliance by the
operations and conduct of affairs of the Company
Company on any matters relating to the capital
in accordance with the highest ethical and legal
markets; nor was there any penalty / strictures
standards, the Company has adopted a Statutory
imposed by the stock exchanges or SEBI or any
Compliance Kit (STACK). STACK is a structured

Corporate Overview
Management Reports
process providing comprehensive reference aware of any circumstance or situation, which exist
framework to facilitate education to dealing or may be reasonably anticipated, that could impair
personnel, execution, escalation and regular reviews or impact his / her ability to discharge duties with
to strengthen compliance management. The STACK an objective independent judgment and without
is electronically integrated through an online platform any external influence.
(e-STACK) to improve the compliance management
system and its efficiency. The master lists of statutory x. In terms of regulation 25 of SEBI LODR the
requirements are effectively complied through Company has in place policy for Directors and
practice of Daily Routine Management (DRM) and Officers insurance (‘D & O insurance’) covering
Vital Activity Monitoring (VAM) charts. Reports relating all the independent Directors, of such quantum
to the compliance with various laws applicable to the and for such risks which commensurate to the
Company are regularly reviewed and the vital issues operations of the Company and in line with the
are presented to the Audit Committee and the Board. industry standards.
vii. The Company has material subsidiary in terms of xi. The disclosure in relation to Sexual Harassment of
SEBI LODR. The Company has framed a policy for Women at Workplace (Prevention, Prohibition and
determining “material subsidiary” and the same is Redressal) Act, 2013 forms part of the Directors’
available on the Company’s website at the weblink Report.
https://ranegroup.com/rhl_investors/rhl-policy- xii. The Managing Director and CFO of the Company
on-material-subsidiaries/. have certified to the Board on the integrity of
viii. The Company has obtained Certificate from a the financial results / statements, effectiveness of
Company Secretary in Practice that none of the internal controls and significant changes in internal
Director(s) on the Board of the Company have been control /accounting policies during the year as
debarred or disqualified from being appointed required under Regulation 17(8) of the SEBI LODR
or continuing as Director of the companies by and Companies Act, 2013.
the Board / Ministry of Corporate Affairs or any xiii. The Company has complied with all the mandatory
such statutory authority. The Certificate obtained requirements specified in Regulation 17 to 27 and
is attached as an Annexure (ii) to the Corporate Regulation 46(2)(b) to (i) of SEBI LODR.
Governance report.
xiv. The Board has accepted / considered all the
ix. The Independent Directors have confirmed recommendation(s) made by its Committee(s)
and declared that they meet the criteria of during the relevant financial year.
‘Independence’ as stipulated under Section 149
including the compliance with the code of conduct xv. The total fees for all services paid by the listed
as prescribed in Schedule – IV of the Companies entity and its subsidiaries, on a consolidated basis,
Act, 2013 and Regulations 16 and 25 of SEBI LODR to the Statutory Auditor (including all entities in the
and other provisions of the Act and SEBI LODR, as network firm / network entity) is given hereunder:
amended from time to time and that they are not
(` in Crores)
Name of the entity Paid by the Paid by the Paid by the Paid by the
Company Subsidiaries Company Subsidiaries
FY 2021-22 FY 2020-21
BSR & Co., Chartered Accountants 0.19 0.33 0.16 0.27
Network entities and firms of BSR & Co. (if any) - - - -
M/s. Deloitte Haskins and Sells, Chartered Accountants* N.A. N.A. 0.03 0.16
Network entities and firms of DHS & Co. (if any) N.A. N.A. - -
Total 0.19 0.33 0.19 0.43
*retired as statutory auditors on August 14, 2020.
xvi. During the year, the Company has not raised any on the website of the Company at weblink:
funds through preferential allotment or qualified https://ranegroup.com/rhl_investors/dividend-
institutions placement, hence, the details of utilization distribution-policy/ .
of funds does not arise. There are no convertible
instruments due for conversion into Equity. xviii. The Company on a periodical basis reviews
various policies framed under the Companies
xvii. The Board of Directors at their meeting held on Act, 2013 and SEBI LODR and such other statutes,
May 27, 2021 has formulated a Dividend as applicable and amends them based on the
Distribution Policy and the same is available requirement to ensure conformity with relevant
regulatory changes and industry practices.

xix Disclosure by listed entity and its subsidiaries of governing the anonymous disclosures, committees,
‘Loans and advances in the nature of loans to firms/ ombudsperson and timelines for detailed enquiry. No
companies in which directors are interested. person has been denied access to the ombudsperson
/ Audit Committee. The whistle blower policy has also
Name of the Interested Amount Transactions been posted in the Company’s website at the weblink:
entity Director (` in Crs.) made during https://ranegroup.com/rhl_investors/rhl-whistle-
the year blower-policy/
Rane t4u Private Harish 4.65 Loan Offered
14. Means of communication
Limited Lakshman
Rane t4u Private Harish 7.65 Loan repaid The quarterly / annual financial results were published
Limited Lakshman in “Business Standard” (English) and “Dinamani” (Tamil).
The financial results, shareholding pattern and other
12. Commodity Price Risk or Foreign Exchange Risk and disclosures / filings requirements under Regulation
Hedging Activities 17 to 27 and 46(2)(b) to (i), of SEBI LODR, wherever
The Company does not have any exposure hedged applicable, were also uploaded in the websites of the
through Commodity derivatives. The Company has Stock Exchanges and the Company viz., www.ranegroup.
well defined forex exposure guidelines approved by com. During the year, press release and presentations
the Board of Directors and forex exposures are suitably that were made to analysts / institutional investors were
hedged through plain vanilla forward covers. made available on the website of the Company.
13. Whistle blower mechanism The Company has not printed physical copies of annual
report for distribution in view of exemption available
The Company has a whistle blower policy, which vide circular(s) circular no. 02/2021 dated January 13,
provides the vigil mechanism for reporting with reliable 2021 issued by the Ministry of Corporate Affairs (“MCA”)
information on any improper or unethical practices or read with previous circulars and SEBI circular no. SEBI/
actions which are violative (actual or potential) of the HO/CFD/CMD2/CIR/P/2021/11 dated January 15,
code of the Company by any employee or others dealing 2021 in this regard. The full Annual Report was made
with the Company. During the year under review, the available on the website of the Company and also
working of the policy was reviewed and approval of disseminated to the stock exchanges where shares of
the Board was secured to amend certain provisions to the Company are listed. The electronic copies of the
strengthen and align the internal mechanism for dealing annual report and the notice convening the 85th AGM
with any reliable information under this policy. It also were sent to all the members whose e-mail addresses
addresses the protection to whistle blower who makes were registered with the Company or their respective
protected disclosures under the policy and provides for Depository Participants (DP).
direct access to the Chairman of the Audit Committee.
15. General Shareholder Information
The policy and the mechanism for reporting have been
appropriately communicated across all locations of the i. Annual General Meeting
Company. During the year under review the Board of June 29, 2022 (Wednesday) at 14:00 hrs (IST)
Directors amended certain provisions to strengthen through Video Conferencing (”VC”) / Other Audio
the policy on procedural matters especially those Visual Means (“OAVM”)
ii. Financial Year: April 01, 2022 – March 31, 2023
Financial Calendar:
Board meeting for approval of Tentative Date

Audited Annual financial results and financial statements for the year ended March 31, 2022 May 26, 2022
Unaudited financial results for the 1 quarter ending June 30, 2022
st
By first week of August 2022
Unaudited financial results for the 2nd quarter ending September 30, 2022 By first week of November 2022
Unaudited financial results for the 3rd quarter ending December 31, 2022 By first week of February 2023
(both standalone and consolidated financial statements and financial results)
The above dates are only tentative in nature and recommended a dividend of 120% (`12/- per
and may undergo changes based on the legal / share) on the equity share capital for approval of
administrative requirements. the shareholders at the ensuing 86th AGM to be
held on June 29, 2022. The dividend, if declared,
iii. Dividend would be paid for those eligible shareholders
The Board of Directors of the Company at their whose name appeared in the register of members
meeting held on May 26, 2022 have considered of the Company as on Wednesday, June 22, 2022

Corporate Overview
Management Reports
(being the Record Date) fixed for this purpose. shares of the Company continue to be listed. The
The dividend will be paid to the shareholders on shares of the Company were not suspended from
July 08, 2022. trading during the FY 2021-22.
iv. Listing on Stock Exchanges v. Unpaid / Unclaimed Dividends
Stock Exchanges Stock Code Pursuant to the provisions of Section 124 of the
Companies Act, 2013, dividend for the financial
National Stock Exchange of India RANEHOLDIN
year ended March 31, 2014 and thereafter which
Limited (NSE)
remain unclaimed for a period of seven years,
Exchange Plaza, 5th Floor, Plot No.
will be transferred to the Investor Education and
C/1, G Block, Bandra Kurla Complex,
Protection Fund (IEPF) of the Central Government
Bandra (E), Mumbai 400 051
within the respective due dates.
BSE Limited (BSE) 505800
Phiroze Jeejeebhoy Towers, Dalal During the year, the Company had transferred to
Street, Mumbai - 400 001 IEPF unclaimed final dividend of `4,15,274/- for
the financial year ended March 31, 2013 to IEPF
Listing Fee on September 18, 2020. The Company has sent
The shares of the Company are listed on NSE & BSE reminder letters to each of the shareholder’s
which provide nationwide access to trade and deal whose dividend is remaining unclaimed as per the
in Company’s equity shares across the country. The records available with the Company. Information in
Company has paid the Annual Listing fee for the respect of such unclaimed dividends when due for
financial year 2022 - 23 to NSE & BSE where the transfer to the said fund is given below:
Year Date of Dividend per Amount outstanding in Last Date for Due date for
declaration share# (in `) Unclaimed Dividend Account (as claiming unpaid transfer to IEPF
on 31.03.2022) (in `)^ dividend
31.03.2015 12.08.2015 7.50 6,78,720.00 17.09.2022 17.10.2022
31.03.2016 10.03.2016 10.00 8,50,820.00 15.04.2023 15.05.2023
31.03.2017* 09.02.2017 3.50 3,62,835.00 17.03.2024 16.04.2024
31.03.2017 31.08.2017 5.00 4,69,900.00 06.10.2024 05.11.2024
31.03.2018* 06.02.2018 5.50 3,20,127.50 14.03.2025 12.04.2025
31.03.2018 02.08.2018 9.00 5,22,387.00 07.09.2025 07.10.2025
31.03.2019 07.02.2019 8.00 3,81,432.00 15.03.2026 14.04.2026
31.03.2019 27.05.2019 11.00 5,28,418.00 02.07.2026 01.08.2026
31.03.2020* 06.02.2020 4.00 2,82,552.00 14.03.2027 13.04.2027
31.03.2020 24.06.2020 4.00 2,16,870.00 20.09.2027 19.10.2027
# share of paid-up value of `10/- per share
* Interim dividend
^ amounts reflect confirmation of balance issued by Banks
During the year, the Company had filed with the last 7 years by any shareholder to the IEPF
Registrar of Companies, the details of all unpaid Authority. During the financial year, the Company
and unclaimed Dividend amounts as on March 31, has transferred to IEPF the following shares:
2021 in accordance with The Investor Education
and Protection Fund Authority (Accounting, Audit, Year from which dividend has No. of
Transfer and Refund) Rules, 2016. The above remained unclaimed / unpaid for seven shares
details were also uploaded on the website of the consecutive years
Company viz. www.ranegroup.com. 2013-14 3,949
vi. Transfer of shares to IEPF Authority The Company has remitted / transferred the
dividends declared on the shares already transferred
Pursuant to Sections 124 and 125 of the Companies
to the IEPF Authority and the details are available in
Act, 2013 read with the Investor Education and
the Company’s web-link at https://ranegroup.com/
Protection Fund Authority (Accounting, Audit,
wp-content/uploads/2019/11/rhliepf2agm19.pdf.
Transfer and Refunds) Rules, 2016, as amended
The other benefits, if any, arising out of shares already
from time to time, (“the Rules” / “IEPF Rules”) the
transferred to IEPF Authority will also are received by
Company is required to transfer the equity shares
the IEPF Authority unless those shares are claimed by
in respect of which dividends are not claimed for
the shareholders.

No claim shall lie against the Company in respect The movement of unclaimed shares in unclaimed
of any dividend or shares transferred to the IEPF suspense account, during the year are as follows:
Authority. However, the shareholders may claim
their shares / dividend by filing the electronic Details of Unclaimed No. of Outstanding
Suspense account shareholders shares
request for the same by following the procedure
Aggregate at the 245 36,767
available on the website of IEPF at www.iepf.gov.
beginning of the year
in. The shares relating to unclaimed Dividend for
Requests for transfer 12 547
FY 2014-15 (Final) are liable to be transferred to during the year
IEPF Authority during the current FY 2022-23. In Transfers to IEPF during 12 547
this regard, the Company shall intimate / publish the year
notice in newspapers and requisite details would Balance at the end of 233 36,220
be made available on the Investors section of the the year
Company’s website at www.ranegroup.com. The
The voting rights of these shareholders shall
concerned shareholders are requested to claim
remain frozen till the rightful owner of such shares
their shares before the due dates of transfer of
claims the same.
shares to the IEPF, specified therein newspapers
and Company website. viii. Share Price Data
vii. Unclaimed share suspense The equity shares of the Company are listed and
admitted to dealings on two nationwide stock
In accordance with Regulation 39 of SEBI LODR read exchanges viz. National Stock Exchange of India
with Schedule V of the SEBI LODR, the Company Ltd. (NSE) and BSE Ltd. (BSE). The share price data
reports the movement of unclaimed shares in the as quoted on the NSE and BSE along with the
unclaimed share suspense account. The voting movement in the respective stock index during the
rights of these shareholders shall remain frozen till last financial year viz., April 01, 2021 – March 31, 2022
the rightful owner of such shares claims the same. is given below:
Month BSE BSE Sensex NSE NSE Nifty

Share Prices (`) Share Prices (`)
High Low High Low High Low High Low
April 2021 650.00 546.95 50,375.77 47,204.50 651.00 547.20 15,044.35 14,151.40
May 2021 610.20 544.85 52,013.22 48,028.07 612.00 543.00 15,606.35 14,416.25
June 2021 729.90 560.45 53,126.73 51,450.58 730.00 559.35 15,915.65 15,450.90
July 2021 782.45 630.95 53,290.81 51,802.73 782.75 633.00 15,962.25 15,513.45
August 2021 774.00 619.20 57,625.26 52,804.08 774.25 619.95 17,153.50 15,834.65
September 2021 673.10 583.55 60,412.32 57,263.90 680.00 583.05 17,947.65 17,055.05
October 2021 629.80 587.75 62,245.43 58,551.14 630.00 585.25 18,604.45 17,452.90
November 2021 646.45 569.35 61,036.56 56,382.93 647.70 568.05 18,210.15 16,782.40
December 2021 678.30 552.00 59,203.37 55,132.68 674.95 552.15 17,639.50 16,410.20
January 2022 650.95 588.90 61,475.15 56,409.63 651.00 587.45 18,350.95 16,836.80
February 2022 625.80 552.00 59,618.51 54,383.20 627.00 555.10 17,794.60 16,203.25
March 2022 611.20 565.50 58,890.92 52,260.82 615.00 565.10 17,559.80 15,671.45
source: www.bseindia.com & www.nseindia.com
ix. Registrar and Transfer Agent x. Share Transfer System
The contact details of the Registrar and Transfer The power to approve transfer of shares has been
Agents are as follows: delegated by the Board to the Share Transfer
Committee which approves the share transfers
Integrated Registry Management and demat / remat requests in co-ordination with
Services Private Limited the RTA. The Share transfers and transmissions
SEBI Registration No. INR000000544 are approved and registered within prescribed
II Floor, ‘Kences Towers’, No.1, Ramakrishna Street, timelines. On a yearly basis, the compliance with
North Usman Road, T. Nagar, Chennai – 600 017 the share transfer / transmission formalities is
Phone: 28140801 – 03, Fax : 28142479, 28143378 audited by a Practicing Company Secretary (PCS)
e-mail ID: [email protected] in terms of Regulation 40(10) of SEBI (LODR) with
Name of the contact person: the stock exchanges and a certificate to this effect
Mr. K Suresh Babu, Director is filed with the stock exchanges.

Corporate Overview
Management Reports
xi. Distribution of shareholding as on March 31, 2022 Particulars Number of shares % to total capital
– As on – As on
No. of shares Shareholders Shares
March 31, March 31, March 31, March 31,
held Number % to total Number % to 2022 2021 2022 2021
total
Physical 1,52,964 1,60,113 1.07 1.12
Upto 500 18,196 93.46 12,21,669 8.56
Demat 1,41,24,845 1,41,17,696 98.93 98.88
501 – 1000 558 2.87 4,30,623 3.02
Total 1,42,77,809 1,42,77,809 100.00 100.00
1001 – 2000 276 1.42 4,14,053 2.90
2001 – 3000 130 0.67 3,29,898 2.31 Demat ISIN: INE384A01010
3001 – 4000 49 0.25 1,72,384 1.24 The Company has not issued any equity share
4001 – 5000 54 0.28 2,48,569 1.74 with differential voting rights nor granted stock
5001 – 10000 99 0.51 7,22,829 5.06 options nor sweat equity shares. During the year,
10001 & above 108 0.54 1,07,37,784 75.17 the Company has not bought-back its shares from
Total 19,470 100.00 1,42,77,809 100.00
its shareholders.
xii. Shares Dematerialization xiii. Transfer/Transmission/issue of duplicate share

certificates of shares in demat mode only
The Company has entered into the necessary
agreements with National Securities Depository As per SEBI norms, with effect from January 25,
Limited and Central Depositories Services (India) 2022, all transmission/transfer requests including
Limited for dematerialisation of the shares held issuance of duplicate share certificates are
by investors. As on March 31, 2022, about 98.93% mandatorily to be processed in dematerialised
of the shareholdings has been dematerialised. form only.
The promoter and promoter group hold their xiv. Credit Rating
entire shareholding only in dematerialised form. A
comparative chart of physical and demat holdings The details of credit ratings, including revisions, if
for the current and previous financial year is given any, assigned to the debt instruments / total bank
below: loan facilities of the Company during the year
ended March 31, 2022 are as follows:
Rating Agency Security - ` in Credit Outlook Status (Assigned / Re-affirmed / Date of Credit Rating
Type Crores Rating Revised / Withdrawn)
Long term 86.70 AA- - Re-affirmed
ICRA Limited Long term AA- Stable November 29, 2021
13.30 Re-affirmed
Short term A1+ -
xv. Address for communication:

The Compliance Officer Mr. K Suresh Babu, Director
Rane Holdings Limited Integrated Registry Management Services Private Limited
Rane Corporate Centre, II Floor, ‘Kences Towers’
“Maithri” 132, Cathedral Road, OR No.1, Ramakrishna Street, North Usman Road,
Chennai 600 086. T. Nagar, Chennai - 600 017
Ph.28112472; Phone: 2814081–03, Fax: 28142479
e-mail ID: [email protected] e-mail ID: [email protected]
Annexure (i)
To
The Members,
Declaration by Managing Director on the Code of Conduct pursuant to Part C of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
I, hereby declare that to the best of my knowledge and information, all the Board members and Senior Management Personnel
have affirmed compliance with ‘Ethical Standards of Behaviour – RANE COMPASS’, the code of conduct, for the year ended
March 31, 2022.
Chennai Ganesh Lakshminarayan

May 26, 2022 Chairman & Managing Director
DIN: 00012583

Annexure (ii)
CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
[In terms of Regulation 34(3) read with Schedule V Para C(10)(i) to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of
Rane Holdings Limited [CIN: L35999TN1936PLC002202]
“Maithri”, No.132, Cathedral Road, Chennai – 600 086.
We hereby certify that, in our opinion, none of the below named directors who are on the Board of Directors of
Rane Holdings Limited (“the Company”) as on March 31, 2022, have been debarred or disqualified from being appointed
or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or the Ministry of Corporate
Affairs, Government of India (MCA).
Sl. Name of the Director Nature of Directorship Director Identification

No. Number (DIN)
1. Ganesh Lakshminarayan Chairman, Managing Director, Promoter 00012583
2. Harish Lakshman Vice Chairman, Joint Managing Director, Promoter 00012602
3. Sheela Bhide Non-Executive, Independent 01843547
4. Venkataramani Sumantran Non-Executive, Independent 02153989
5. Rajeev Gupta Non-Executive, Independent 00241501
6. Pradip Kumar Bishnoi Non-Executive, Independent 00732640
We are issuing this certificate based on the following, which to the best of our knowledge and belief were considered
necessary in this regard:
1. Our verification of the information relating to the Directors available in the official website of Ministry of Corporate
Affairs; and
2. Our verification of the disclosures/ declarations/ confirmations provided by the Directors to the Company and other
relevant Information, explanation and representations provided by the Company, its officers and agents.
We wish to state that the management of the Company is responsible to ensure the eligibility of a person for appointment
/ continuation as a Director on the Board of Directors of the Company. Our responsibility is to express an opinion on this,
based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness of the
Corporate Governance process or the process followed by its management with regard to appointment / continuation of a
person as a Director on the Board of Directors of the Company.
For S Krishnamurthy & Co.,

Company Secretaries,
(Peer Review Certificate No. 739/2020)
K. Sriram,
Partner
Place: Chennai Membership No.: F6312
Date: May 26, 2022 Certificate of Practice No.: 2215
UDIN: F00631D000394801

Corporate Overview
Management Reports
Annexure (iii)
Certificate of Compliance with the Corporate Governance
Independent AUDITORS’ Certificate on Compliance with the Corporate Governance Requirements

under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To 6. We conducted our examination of the above corporate
The Members governance compliance by the Company in accordance
Rane Holdings Limited with the Guidance Note on Reports or Certificates for
Special Purposes (Revised 2016) and Guidance Note
1. This certificate is issued in accordance with the terms of on Certification of Corporate Governance both issued
our engagement letter dated May 12, 2022. by the Institute of Chartered Accountants of India (the
2. We have examined the compliance of conditions of “ICAI”), in so far as applicable for the purpose of this
Corporate Governance by Rane Holdings Limited certificate. The Guidance Note requires that we comply
(‘the Company’) for the year ended March 31, 2022 as with the ethical requirements of the Code of Ethics
stipulated in regulations 17 to 27, clauses (b) to (i) of issued by the ICAI.
regulation 46(2) and paragraphs C, D and E of Schedule 7. We have complied with the relevant applicable
V of the Securities and Exchange Board of India (Listing requirements of the Standard on Quality Control (SQC)
Obligations and Disclosure Requirements) Regulations, 1, Quality Control for Firms that Perform Audits and
2015 as amended from time to time (“Listing Reviews of Historical Financial Information, and Other
Regulations”) pursuant to the Listing Agreement of the Assurance and Related Services Engagements.
Company with Stock Exchanges.
Opinion
Management’s Responsibility
8. In our opinion and to the best of our information and
3. The compliance of conditions of Corporate Governance according to the explanations given to us, we certify
as stipulated under the listing regulations is the that the Company has complied with the conditions
responsibility of the Company’s Management including of Corporate Governance as stipulated in the above-
the preparation and maintenance of all relevant mentioned Listing Regulations.
records and documents. This responsibility includes
design, implementation and maintenance of internal 9. We state that such compliance is neither an assurance
control and procedures to ensure compliance with the as to the future viability of the Company nor the
conditions of Corporate Governance stipulated in the efficiency or effectiveness with which the management
Listing Regulations. has conducted the affairs of the Company.
Auditors’ Responsibility Restriction on use
4. Our examination was limited to procedures and 10. The certificate is addressed and provided to the
implementation thereof, adopted by the Company for Members of the Company solely for the purpose of
ensuring the compliance of the conditions of Corporate enabling the Company to comply with the requirement
Governance. It is neither an audit nor an expression of of the Listing Regulations, and should not be used by
opinion on the financial statements of the Company. any other person or for any other purpose. Accordingly,
we do not accept or assume any liability or any duty of
5. Pursuant to the requirements of the Listing Regulations, care for any other purpose or to any other person to
it is our responsibility to provide a reasonable assurance whom this certificate is shown or into whose hands it
whether the Company has complied with the conditions may come without our prior consent in writing.
of Corporate Governance as stipulated in the Listing
Regulations for the year ended March 31, 2022.
For BSR & Co. LLP

Chartered Accountants
Firm’s Registration No: 101248W/W-100022
S Sethuraman
Place: Chennai Partner
Date: May 26, 2022 Membership No : 203491
UDIN: 22203491AJQXYD1346

Annexure - F to the Report of the Board of Directors
Business Responsibility Report

[Pursuant to Regulation 34(2)(f) of SEBI LODR Regulations, 2015]
Section A: General information about the Company
1. Corporate Identity Number (CIN) of the Company: L35999TN1936PLC002202

2. Name of the Company: Rane Holdings Limited
3. Registered address: “Maithri”, No.132, Cathedral Road, Chennai - 600 086;
Phone: 044 – 2811 2472;
4. Website: www.ranegroup.com
5. e-mail ID: [email protected]
6. Financial Year reported: FY 2021-2022
7. Sector(s) that the Company is engaged in (industrial 77400- Trademark fees
activity code-wise): 64200- Dividend income
62020- Information technology support service
70200- Management consultancy service
8. List three key products/services that the Company Rane Holdings Limited, being the holding Company of Rane
manufactures/provides (as in balance sheet): Group is engaged in three main-stream services viz., holding
strategic investments, licensing trademark and providing
services to the Rane Group Companies.
Investments: Rane Holdings Limited (RHL) holds strategic
investments in the Rane Group Companies.
Trademark: RHL owns ‘Rane’ trademark and licences usage of
the same by Rane Group Companies.
Service: RHL provides a range of services to Rane Group
Companies like employee training and development, investor
services, business development and Information systems support.
9. Total number of locations where business activity is The total number of locations where business activities
undertaken by the Company: undertaken by the Company – 30 nos.
Provide details of major
a) Number of International Locations a) International locations – 4 nos.
b) Number of National Locations b) National locations - 26 nos.
10. Markets served by the Company - Local/State/ All
National/International
Section B: Financial details of the Company

CSR activities, viz., Education, Healthcare, Environment
1. Paid-up Capital: `14,27,78,090/-
and Community Development. During the year, the
2. Total Turnover: `1,09,23,76,993/- Company has implemented several projects primarily
focusing on Education followed by Healthcare, which are
3. Total profit after taxes: `33,88,46,305/- in detail furnished in the annual report on CSR activities
4. Total Spending on Corporate Social Responsibility annexed to the report of the Board of Directors.
(CSR) as percentage of profit after tax (%): 1.69%. The Section C: Other details
total amount spent for the financial year including
set-off availed from previous years is over and above 1. Does the Company have any Subsidiary Company/
the minimum spend required for the financial year in Companies?
accordance with Section 135 of the Companies Act,
Yes. The Company has 4 domestic subsidiaries, 4 wholly
2013.
owned overseas subsidiaries including step down
5. List of activities in which expenditure in 4 above has subsidiaries, 2 joint venture Companies (Collectively
been incurred: referred to as ‘Rane Group of Companies’).
The Company’s CSR vision is ‘to be a socially and 2. Do the Subsidiary Company/Companies participate in
environmentally responsible corporate citizen’. The the BR Initiatives of the parent Company? If yes, then
Company continues to focus on four thrust areas for its indicate the number of such subsidiary Company(s):

Corporate Overview
Management Reports
Yes. Business Responsibility initiatives of RHL (being 1. Details of Director/Directors responsible for BR
the Parent Company) are generally pursued across by
manufacturing Companies of the Rane Group viz., 3 (a) Details of the Director/Directors responsible for
domestic subsidiaries and 2 joint venture / associate implementation of the BR policy/policies
companies. However, the listed subsidiary companies DIN Name Designation
in addition have their own BR initiatives. 00012583 Mr. Ganesh Chairman and
Lakshminarayan Managing Director
3. Do any other entity/entities (e.g. suppliers, distributors
etc.) that the Company does business with participate in (b) Details of the BR head:
the BR initiatives of the Company? If yes, then indicate
Sl. Particulars Details
the percentage of such entity/entities? [Less than 30%, No.
30-60%, More than 60%] 1. DIN 00012583
2. Name Mr. Ganesh
No. The other entities with which the Company does Lakshminarayan
business with viz suppliers, distributors etc. do not 3. Designation Chairman and Managing
Director
participate in the BR initiatives of the Company. 4. Telephone number 044-28112472
Section D: BR information 5. e-mail ID [email protected]
2. Principle-wise (as per NVGs) BR Policy/policies
(a) Details of compliance (Y/N)
Questions Business Product Wellbeing Stake- Hu- Environ- Pub- CSR Cus-
Ethics Responsibility of Employ- holder man ment lic tomer
ees Engage- Rights Policy Relations
ment
Do you have a policy/ policies for the

Y Y Y Y Y Y Y Y Y
principle
Has the policy been formulated

in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
Does the policy conform to any

national / international standards? If Y Y Y Y Y Y Y Y Y
yes, specify?
Has the policy been approved by the

Board?
Is yes, has it been signed by the MD/ Y Y Y Y Y Y Y Y Y
owner/ CEO/ appropriate Board
Director?
Does the Company have a

specified committee of the Board/
Y Y Y Y Y Y Y Y Y
Director/ Official to oversee the
implementation of the policy?
Indicate the link for the policy to be

http://ranegroup.com/rane-holdings-limited-investors/#policies
viewed online?
Has the policy been formally

communicated to all relevant Y Y Y Y Y Y Y Y Y
internal and external stakeholders?
Does the Company have in-house

structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies
Does the Company have a grievance

redressal mechanism related to
the policy/ policies to address Y Y Y Y Y Y Y Y Y
stakeholders’ grievances related to
the policy/ policies?
Has the Company carried out

independent audit/ evaluation of the
Y Y Y Y Y Y Y Y Y
working of this policy by an internal
or external agency?

(b) If answer to the question at serial number 1 against any principle is ‘No’, please explain why.
(Tick up to 2 options)
Questions Business Product Wellbeing Stakeholder Human Environment Public CSR Customer
Ethics Responsibility of Employees Engagement Rights Policy Relations
The Company has not understood the

Principles
The Company is not at a stage where

it finds itself in a position to formulate
and implement the policies on specified
principles
The Company does not have financial

or manpower resources available for the Not applicable
task
It is planned to be done within next 6

months
It is planned to be done within the next

1 year
Any other reason (please specify)
3. Governance related to BR During the FY 2021-2022, the Company has received

2 complaints from investors. The Stakeholders
(a) Indicate the frequency with which the Board of Relationship Committee (SRC) oversees the redressal of
Directors, Committee of the Board or CEO to complaints and that they are redressed in an effective
assess the BR performance of the Company. Within and timely manner.
3 months, 3-6 months, Annually, More than 1 year.
There are no investor complaints pending unresolved at
The Sustainability report is internally reviewed on the end of the financial year 2021-2022.
half yearly basis and the BR performance report is
reviewed by the Board on an annual basis. Principle 2: Product Responsibility [Businesses should
provide goods and services that are safe and contribute to
(b) Does the Company publish a BR or a Sustainability sustainability throughout their life cycle]
Report? What is the hyperlink for viewing this
report? How frequently it is published? 1. List up to 3 of your products or services whose design
has incorporated social or environmental concerns,
The BR Report is published as part of this annual risks and/or opportunities.
report and the same is available on the Company’s
website at https://ranegroup.com/rane-holdings- The Company incorporates innovative designs for its
limited-investors/#annual_reports. products with an imperative to protect the environment,
conserve natural resources for achieving sustainable
Section E: Principle wise performance economic growth. These high value designs are co-
Principle 1: Business Ethics [Businesses should conduct developed with our customers and technology partners
and govern themselves with ethics, transparency and to enhance passenger safety, eliminate by-product
accountability] wastes and high technology special features to improve
passenger comforts.
1. Does the policy relating to ethics, bribery and corruption
cover only the Company? Yes/ No. Does it extend to the • Advanced ball joint technology to trigger early
Group/Joint Ventures/ Suppliers/Contractors/NGOs / warning signal of loss of steering control.
Others? • New grades being developed by using by-
Yes. The Code of Conduct (Rane Compass) applies products under 3R concept.
across the Group to its employees and Directors and also • Advanced software development for special
extends to our suppliers and partners. Rane Compass features of Electric Power Steering applications.
complies with all the statutory and legal requirements
of the applicable laws and regulations including anti- 2. For each such product, provide the following details in
bribery and anti-corruption laws. respect of resource use (energy, water, raw material etc.)
per unit of product (optional):
2. How many stakeholder complaints have been received
in the past financial year and what percentage was (a) Reduction during sourcing/production/ distribution
satisfactorily resolved by the management? If so, achieved since the previous year throughout the
provide details thereof, in about 50 words or so. value chain?

Corporate Overview
Management Reports
The Rane Group Companies constantly work on projects. Company promotes manufacturing
projects to reduce the resource (energy, water, technology development at domestic vendors and
raw material, etc.) consumption. Some examples provides employment to local communities by
include: these initiatives.
• Increased usage of renewable power. • Ensuring statutory compliance including non-

deployment of child labour in the factory premises.
• Reusage and co processing activities.
5. Does the Company have a mechanism to recycle
• Returnable packaging is used to conserve products and waste? If yes, what is the percentage of
resources on distribution. recycling of products and waste (separately as <5%,
(b) Reduction during usage by consumers (energy, 5-10%, >10%). Also, provide details thereof, in about 50
water) has been achieved since the previous year? words or so.
The Company builds products that help consumers The Company ensures optimum use of resources and
conserve the resources and environment. Some practices reduce, recycle and reuse principles. Across
examples include: its operations, there are various initiatives that enable
effective recycling of products and wastes and some of
• New organic grades, new process technology, the initiatives practiced in this direction are explained
electronic parking brake pads etc. are hereunder:
developed.
• Continuous actions are in place to reduce the
• Adoption to advanced technology optimises material content on the product by way of weight
the usage of resources. reduction activities (as part of VA/VE).
3. Does the Company have procedures in place for • Aluminium boring scrap are re-melted and used
sustainable sourcing (including transportation)? If into making of Ingots. End bits arising out of
yes, what percentage of your inputs was sourced random length tubes and bars are converted into
sustainably? Also, provide details thereof, in about 50 base raw material for another product.
words or so.
• Used inserts are recycled and used as prime
The Company’s supplier selection, assessment and material for pre machining of products.
evaluation process includes elements of Sustainability.
This includes initial supplier survey, continuous risk • Reusable Pallets and biodegradable material
assessments and audits. Also, there is communication to used for packing. Also renewable packing is
suppliers on the Company’s sustainability requirements. implemented across customers.
The Rane Group Companies have an environment policy • Recycled water from sewage treatment plant is
and safety policy in place. Rane Group Companies used for maintenance of greenery in the Plant.
encourages the vendors to ensure compliance with
these policies. It covers various issues like health of • Implemented rain water harvesting in the plants.
workers and safety measures.
Principle 3: Well - being of Employees [Businesses should
4. Has the Company taken any steps to procure goods promote the wellbeing of all employees]
and services from local & small producers, including
communities surrounding their place of work? If yes, 1. Total number of employees: 95
what steps have been taken to improve the capacity and 2. Total number of employees hired on temporary/
capability of local and small vendors? contractual/casual basis: 52
Localisation is the high priority for the Rane Group 3. Number of permanent women employees: 18
Companies. Adequate steps have been taken to procure
goods from local and small vendors. The steps taken to 4. Number of permanent employees with disabilities: NIL
improve the capability and capacity of local vendors
5. Do you have an employee association that is recognized
include:
by management: Not applicable.
• Providing technical help to vendors for up-
6. What percentage of your permanent employees are
gradation of their equipment which has helped in
members of this recognized employee association? -
enhancing the capacity and capability.
Not applicable.
• Communicating on periodic basis and creating
7. Please indicate the number of complaints relating to
joint action plans to meet the requirements.
child labour, forced labour, involuntary labour, sexual
• The company strongly promotes and support ‘Make harassment in the last financial year and pending, as on
in India’ initiatives by implementing localization the end of the financial year.

Sl. Category No. of No. of complaints and Rane Policy on Prevention of Sexual Harassment of
No. complaints pending as Women at Work Place cover various aspects of human
filed during the on end of the rights and extend to all Rane Group Companies.
financial year financial year
1. Child labour/ Nil Nil
2. How many stakeholder complaints have been received
forced labour/ in the past financial year and what percent was
involuntary satisfactorily resolved by the management?
labour
During the FY 2021-2022, the Company has not
2. Sexual Nil Nil
harassment received any complaints under the vigil mechanisms
of the Company reporting with reliable information on
3. Discriminatory Nil Nil
employment
any improper or unethical practices or actions which are
violative (actual or potential) of the code of the Company
8. What percentage of your under mentioned employees by any employee or others dealing with the Company.
were given safety & skill up-gradation training in the last The Company also has not received any instances /
year? complaints to report under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
(a) Permanent Employees - 100% Redressal) Act, 2013.
(b) Permanent Women Employees- 100% Principle 6: Environment [Businesses should respect, protect,
(c) Casual/Temporary/Contractual Employees -100% and make efforts to restore the environment]
(d) Employees with Disabilities - NA 1. Does the policy relate to Principle 6 cover only the
Company or extends to the Group/Joint Ventures/
Given the nature of operations of the Company, Suppliers/Contractors/NGOs/others?
training is imparted for development of functional and
behavioural skills and the training is provided to all the The policy of the Company covers all Rane Group
employees of the Company. Companies with intent to help integrate sustainability
aspects in the business strategies, its decisions and
Principle 4: Stakeholder engagement [Businesses should key work processes. The Company operations should
respect the interests of, and be responsive towards all not adversely affect the future of the society and its
stakeholders, especially those who are disadvantaged, ecological balance.
vulnerable and marginalised]
2. Does the Company have strategies/ initiatives to
1. Has the Company mapped its internal and external address global environmental issues such as climate
stakeholders? Yes/No: Yes change, global warming, etc.? Y/N. If yes, please give
hyperlink for webpage etc.
2. Out of the above, has the Company identified the
disadvantaged, vulnerable & marginalized stakeholders: Yes, the Company makes efforts to address global
Yes environmental issues such as reducing carbon footprints
and ensuring sustainability across all operations. The
3. Are there any special initiatives taken by the Company
Company constantly focuses its efforts on reduction of
to engage with the disadvantaged, vulnerable and
energy consumption, water conservation, improving
marginalized stakeholders. If so, provide details thereof,
green cover in the plants, etc. and the same is available
in about 50 words or so.
in the web link: https://ranegroup.com/rane-holdings-
The Company has both formal and informal mechanisms limited-investors/#annual_reports
to engage with various stakeholders to understand their
3. Does the Company identify and assess potential
concerns and expectations. The Company supports
environmental risks? Y/N.
various special initiatives to engage with disadvantaged,
vulnerable and marginalised stakeholders by actively Yes. Environmental risks are covered in the Company’s
engaging with Rane Foundation, the CSR arm of the principles that are based on ISO-14001 standards.
Rane group. For detailed discussion, please refer to Every manufacturing plant implements these standards.
Management Discussion and Analysis and annual report Periodic reviews are done on the steps taken to mitigate
on CSR activities forming part of this annual report. the potential risks identified.
Principle 5: Human Rights [Businesses should respect and 4. Does the Company have any project related to Clean
promote human rights] Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any
1. Does the policy of the Company on human rights cover
environmental compliance report is filed?
only the Company or extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others? The Company continues to work towards development
and implementation of climate change mitigation
Yes. The Rane Compass (which is Rane’s Policy on Ethical
projects mainly through energy saving projects,
Standards and Behaviour), Rane Whistle Blower Policy

Corporate Overview
Management Reports
water saving, waste reduction & CO2 reduction under Industry of India (ASSOCHAM).
sustainability development. However, it does not have
any registration for CDM projects. 2. Have you advocated/lobbied through above
associations for the advancement or improvement
5. Has the Company undertaken any other initiatives on – of public good? Y/No; if Yes, specify the broad areas
clean technology, energy efficiency, renewable energy, (drop box: Governance and Administration, Economic
etc. Y/N. If yes, please give hyperlink for web page etc. Reforms, Inclusive Development Policies, Energy
security, Water, Food Security, Sustainable Business
Yes, several initiatives on clean technology, renewable Principles, Others).
energy and sustainability development have been
done. Some of these initiatives include: Yes, representations have been made to chambers
and associations connected the group’s business on
• Additional sources for renewable energy in various matters for improvement of regulatory policies
pipeline. to build a better, competitive and sustainable business
environment.
• Use of energy efficient induction lamps, LEDs in
shop floor and office area. Principle 8: CSR [Businesses should support inclusive growth
and equitable development]
• Thyristor controllers in place of contactors for
baking ovens. 1. Does the Company have specified programmes/
initiatives/projects in pursuit of the policy related to
• Projects implemented for energy conservation and
Principle 8? Y/N. If Yes, details thereof.
reduction in consumables in the shop floor.
Yes. The Rane Group of Companies primarily channelize
• Increased mix of renewable power such as Wind their CSR initiatives through Rane Foundation. Through
and Solar energy. Rane Foundation the Company has established Rane
• Carton box as packing material has been replaced Polytechnic at Trichy. The institution offers quality
with Returnable plastic crates. Eliminates the technical education and sustainable development
requirement of single use carton boxes significantly. to the rural youth. Rane Foundation is also setting up
Rane Vidyalaya at Trichy. The school aims to provide a
6. Are the Emissions/ waste generated by the Company conducive learning environment to children and will
within the permissible limits given by CPCB/SPCB for develop qualified teachers and staff.
the financial year being reported?
2. Are the programmes/projects undertaken through in-
The emissions / waste generated by the group house team/own foundation/external NGO/ Government
Companies’ plants are within the permissible limits as structures/any other organization?
prescribed by CPCB/SPCB and compliance reports are
The projects are undertaken primarily through Rane
submitted on periodical basis.
Foundation. However, the Company also undertakes
7. Number of show cause/ legal notices received from projects on its own as well as works in partnership with
CPCB/SPCB which are pending (i.e. not resolved to specialist organisations.
satisfaction) as on end of Financial Year.  The Company
3. Have you done any impact assessment of your initiative?
has not received any show cause / legal notices from
CPCB / SPCB as on the end of Financial Year. No formal impact assessment was carried out. However,
Rane group Companies have financially supported the
Principle 7: Public Policy [Businesses, when engaged in various CSR initiatives of Rane Foundation. The Rane
influencing public and regulatory policy, should do so in a Polytechnic, established at Trichy in the year 2011,
responsible manner] under the aegis of Rane Foundation has stepped into
1. Is your Company a member of any trade and chamber its tenth academic year. The institution was accredited
or association? If Yes, Name only those major ones that by the National Board of Accreditation (NBA) for its
your business deals with: Diploma in Mechanical Engineering program in 2017
and re-accredited for 3 years till 2022 in 2019–20. The
(a) Indo- American Chamber of Commerce. impact of the initiative is visible as over the last four
batches, 1,700 students have completed their diploma
(b) Confederation of Indian Industry (CII).
program. In the current year, 175 students completed
(c) National safety council. their diploma program with 100% campus placement.
The institution endeavours to offer quality technical
(d) Employees Federation of South India (EFSI). education and sustainable development to the rural
(e) Indo Japan Chamber of Commerce & Industry. youth.
(f) Indo Australian Chamber of Commerce. Rane Foundation has embarked on its next major
project, a school ‘Rane Vidyalaya’ in Trichy. The
(g) The Associated Chambers of Commerce and school provides quality education to children in rural

neighbourhood. The institution aims to provide a of OEM’s and consistent with applicable laws. For the
conducive learning environment to children, develop aftermarket segment, the product details are mentioned
well-qualified teachers and support staff for the as per rules made under Legal Metrology Act, 2009 as
continuous improvement, and recognize the diversity of amended from time to time.
talent amongst children by promoting extra-curricular
activities. The school is located in Theerampalayam, 3. Is there any case filed by any stakeholder against the
Manachanallur Taluk, and Trichy, will offer nursery and Company regarding unfair trade practices, irresponsible
primary education to start with, and shall gradually advertising and/or anti-competitive behaviour during
scale to offer up to higher secondary education in due the last five years and pending as at the end of the
course of time. The school began functioning from the financial year. If so, provide details thereof, in about
academic year 2018-19 with classes from Nursery to 50 words or so.
Class II and follows CBSE curriculum. Rane Vidyalaya No such cases was pending at the end of the
is recognised by the Directorate of School Education, FY 2021-22.
Tamil Nadu and has applied for affiliation with the
Central Board of Secondary Education (CBSE). In 2021- 4. Did your Company carry out any consumer survey/
22, it reached a student strength of 459. in its fourth consumer satisfaction trends?
year of operations, operating from LKG to VII standard
Customer response and customer satisfaction are
proving the need for a quality school in rural area. The
one of the most important factors of any business.
school adopted new modes of teaching which was well
The Company engages with its customers at various
received by the parents and students during the COVID
platforms to understand their expectations. The
period.
Company obtains customer feedback by engaging a
4. What is your Company’s direct contribution to third party agency to conduct surveys with key
community development projects? - Amount in INR and stakeholders in the customer organisation. The
the details of the projects undertaken. Company constantly communicates with customers
and uses the data posted on the customer portal on a
Please refer the section on CSR activities of the annual monthly / quarterly basis to evaluate the performance
report for further details. and take remedial actions. Customer Satisfaction
5. Have you taken steps to ensure that this community trends are compiled, monitored and reviewed by top
development initiative is successfully adopted by the management on a periodic basis and action plans are
community? Please explain in 50 words, or so. discussed with customers.
Please refer to CSR report for further details. For and on behalf of the Board
Principle 9: Customer Relations [Businesses should engage

with and provide value to their customers and consumers in
a responsible manner]
Harish Lakshman Ganesh Lakshminarayan
1. What percentage of customer complaints/consumer Chennai Vice-Chairman Chairman
cases are pending as on the end of financial year? May 26, 2022 DIN: 00012602 DIN: 00012583
The Company has a robust system for addressing
customer complaints. The complaints received are
analysed, appropriate countermeasures are presented
to customers and implemented and effectiveness is
monitored. As at the end of the financial year, there
were no pending customer complaints.
2. Does the Company display product information on

the product label, over and above what is mandated
as per local laws? Yes / No / NA / Remarks (additional
information).
Not applicable. Since RHL is the Holding Company

and its primary activities are investing into Group
Companies. However, the Group Companies’ products
are predominantly supplied to OEM’s as per their
requirements. The Group Company displays product
requirements on packaging as per the requirements

Corporate Overview
Management Reports
INDEPENDENT AUDITORS' REPORT

To the Members of Rane Holdings Limited Financial Statements section of our report. We are
independent of the Company in accordance with the Code
Report on the Audit of the Standalone Financial Statements of Ethics issued by the Institute of Chartered Accountants of
Opinion India together with the ethical requirements that are relevant
to our audit of the standalone financial statements under
We have audited the standalone financial statements of the provisions of the Act and the Rules thereunder, and we
Rane Holdings Limited (the “Company”), which comprise have fulfilled our other ethical responsibilities in accordance
the standalone balance sheet as at March 31, 2022, and with these requirements and the Code of Ethics. We
the standalone statement of profit and loss (including other believe that the audit evidence obtained by us, is sufficient
comprehensive income), standalone statement of changes and appropriate to provide a basis for our opinion on the
in equity and standalone statement of cash flows for the standalone financial statements.
year then ended, and notes to the standalone financial
statements, including a summary of significant accounting Emphasis of matter
policies and other explanatory information. We draw attention to Note 2.3.3 of the standalone financial
In our opinion and to the best of our information and statements, which describes the economic and social
according to the explanations given to us, the aforesaid consequences / disruption as a result of COVID-19 which
standalone financial statements give the information impact matters relating to supply chain and customer demand
required by the Companies Act, 2013 (“Act”) in the manner of the subsidiaries and joint venture / associate entities,
so required and give a true and fair view in conformity with personnel available for work, being able to access offices etc.
the accounting principles generally accepted in India, of the Our opinion is not modified in respect of this matter.
state of affairs of the Company as at March 31, 2022, and its
profit and other comprehensive income, changes in equity Key Audit Matters
and its cash flows for the year ended on that date.
Key audit matters are those matters that, in our professional
Basis for Opinion judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
We conducted our audit in accordance with the Standards matters were addressed in the context of our audit of the
on Auditing (SAs) specified under Section 143(10) of the Act. standalone financial statements as a whole, and in forming
Our responsibilities under those SAs are further described in our opinion thereon, and we do not provide a separate
the Auditor’s Responsibilities for the Audit of the Standalone opinion on these matters.
Description of Key Audit Matter
The key audit matter How the matter was addressed in our audit
Impairment of investment in subsidiary - Rane T4u Private In view of the significance of the matter, we applied the
Limited following audit procedures in this area, among others to
obtain sufficient appropriate audit evidence:
Refer note 7 to the standalone financial statements.
• Assessed the appropriateness of accounting policy for
The Company has an investment in subsidiary, Rane T4u impairment as per relevant accounting standard.
Private Limited amounting to INR 4,560 lakhs (gross) as at
March 31, 2022. The Company records the investment at • Assessed the design and implementation of key
cost less accumulated impairment losses. If triggers for an internal financial controls with respect to impairment
impairment exists, the recoverable value of the investment of investment in its subsidiary and tested the operating
is estimated in order to determine the extent of the effectiveness of such controls.
impairment loss, if any.
• Evaluated the objectivity, independence and
Due to significant losses incurred by the subsidiary, there is competence of the valuation specialist engaged by
a risk that the carrying value of the investment is higher than Company.
its recoverable value as at the year end, thereby triggering
impairment. Consequently, the Company carried out an
impairment assessment and recognized an impairment
loss of INR 1,781 lakhs during the year ended March 31,
2022. (resulting in a cumulative impairment loss of INR
3,338 lakhs and net carrying value of INR 1,222 lakhs).

The determination of the recoverable value of investments, • Evaluated the appropriateness of the key assumptions
which is based on the fair value less cost to sell, involves used in estimating the recoverable value such as
significant judgements and estimates including comparable companies and transactions, implied
determination of comparable companies and transactions, market multiples and projected revenue used in the fair
implied market multiples and projected revenue. value less cost to sell model. This evaluation was based
on our knowledge of the Company, its subsidiary
We have identified the assessment of impairment as a and the industry, and observable market data, past
key audit matter since it involves significant judgement performances, consistency with the Board approved
in making the above estimate especially in view of the plans and inquiries of the auditors of the subsidiary.
highly uncertain economic environment and hence the
actual results may differ from those estimated at the date • Evaluated the sensitivity analysis of the key assumptions
of approval of these financial statements. used in the impairment assessment.
• Involved our valuation specialist to assist us in

evaluating the appropriateness of the valuation model,
the assumptions and methodologies used by the
Company for assessing the recoverable value of the
investment in its subsidiary
• Assessed the adequacy of the disclosures relating

to impairment of investment in its subsidiary in the
standalone financial statements.
Other Information with respect to the preparation of these standalone financial

statements that give a true and fair view of the state of affairs,
The Company’s Management and Board of Directors are
profit/loss and other comprehensive income, changes in
responsible for the other information. The other information
equity and cash flows of the Company in accordance with the
comprises of reports such as Board’s report, Management
accounting principles generally accepted in India, including
Discussion and Analysis, Corporate Governance Report
and Business Responsibility Report (but does not include the Indian Accounting Standards (Ind AS) specified under
the standalone financial statements and our auditor’s report Section 133 of the Act. This responsibility also includes
thereon) which we obtained prior to the date of this Auditor’s maintenance of adequate accounting records in accordance
Report and the remaining sections of Annual report, which with the provisions of the Act for safeguarding of the assets
are expected to be made available to us after that date. of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
Our opinion on the standalone financial statements does not accounting policies; making judgments and estimates that
cover the other information and we do not express any form are reasonable and prudent; and design, implementation
of assurance conclusion thereon. and maintenance of adequate internal financial controls
In connection with our audit of the standalone financial that were operating effectively for ensuring the accuracy
statements, our responsibility is to read the other information and completeness of the accounting records, relevant to
and, in doing so, consider whether the other information the preparation and presentation of the standalone financial
is materially inconsistent with the standalone financial statements that give a true and fair view and are free from
statements or our knowledge obtained in the audit or material misstatement, whether due to fraud or error.
otherwise appears to be materially misstated. If, based on
the work we have performed on the other information that In preparing the standalone financial statements, the
we obtained prior to the date of this Auditor’s report, we Management and Board of Directors are responsible for
conclude that there is a material misstatement of this other assessing the Company’s ability to continue as a going
information, we are required to report that fact. We have concern, disclosing, as applicable, matters related to going
nothing to report on the other information that we obtained concern and using the going concern basis of accounting
prior to the date of this Auditors' Report. unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
When we read the remaining sections of Annual Report, if alternative but to do so.
we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged The Board of Directors is also responsible for overseeing the
with governance and take necessary actions, as applicable Company’s financial reporting process.
under the applicable laws and regulations.
Auditor’s Responsibilities for the Audit of the Standalone
Management’s and Board of Directors’ Responsibilities for Financial Statements
the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
The Company’s Management and Board of Directors are whether the standalone financial statements as a whole
responsible for the matters stated in Section 134(5) of the Act are free from material misstatement, whether due to fraud

Corporate Overview
Management Reports
or error, and to issue an auditor’s report that includes our timing of the audit and significant audit findings, including
opinion. Reasonable assurance is a high level of assurance, any significant deficiencies in internal control that we identify
but is not a guarantee that an audit conducted in accordance during our audit.
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are We also provide those charged with governance with a
considered material if, individually or in the aggregate, they statement that we have complied with relevant ethical
could reasonably be expected to influence the economic requirements regarding independence, and to communicate
decisions of users taken on the basis of these standalone with them all relationships and other matters that may
financial statements. reasonably be thought to bear on our independence, and
where applicable, related safeguards.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism From the matters communicated with those charged with
throughout the audit. We also: governance, we determine those matters that were of
most significance in the audit of the standalone financial
• Identify and assess the risks of material misstatement statements of the current period and are therefore the key
of the standalone financial statements, whether due to audit matters. We describe these matters in our auditor’s
fraud or error, design and perform audit procedures report unless law or regulation precludes public disclosure
responsive to those risks, and obtain audit evidence about the matter or when, in extremely rare circumstances,
that is sufficient and appropriate to provide a basis we determine that a matter should not be communicated
for our opinion. The risk of not detecting a material in our report because the adverse consequences of doing
misstatement resulting from fraud is higher than for so would reasonably be expected to outweigh the public
one resulting from error, as fraud may involve collusion, interest benefits of such communication.
forgery, intentional omissions, misrepresentations, or
the override of internal control. Report on Other Legal and Regulatory Requirements
• Obtain an understanding of internal control relevant to 1. As required by the Companies (Auditor’s Report) Order,
the audit in order to design audit procedures that are 2020 (“the Order”) issued by the Central Government of
appropriate in the circumstances. Under Section 143(3) India in terms of Section 143 (11) of the Act, we give in
(i) of the Act, we are also responsible for expressing the “Annexure A” a statement on the matters specified
our opinion on whether the company has adequate in paragraphs 3 and 4 of the Order, to the extent
internal financial controls with reference to financial applicable.
statements in place and the operating effectiveness of 2. (A) As required by Section 143(3) of the Act, we report
such controls. that:
• Evaluate the appropriateness of accounting policies a) We have sought and obtained all the
used and the reasonableness of accounting estimates information and explanations which to the
and related disclosures made by the Management and best of our knowledge and belief were
Board of Directors. necessary for the purposes of our audit.
• Conclude on the appropriateness of the Management b) In our opinion, proper books of account
and Board of Directors use of the going concern basis as required by law have been kept by the
of accounting in preparation of standalone financial Company so far as it appears from our
statements and, based on the audit evidence obtained, examination of those books.
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the c) The standalone balance sheet, the standalone
Company’s ability to continue as a going concern. statement of profit and loss (including other
If we conclude that a material uncertainty exists, we comprehensive income), the standalone
are required to draw attention in our auditor’s report statement of changes in equity and the
to the related disclosures in the standalone financial standalone statement of cash flows dealt
statements or, if such disclosures are inadequate, to with by this Report are in agreement with the
modify our opinion. Our conclusions are based on the books of account.
audit evidence obtained up to the date of our auditor’s
d) In our opinion, the aforesaid standalone
report. However, future events or conditions may cause
financial statements comply with the Ind AS
the Company to cease to continue as a going concern.
specified under Section 133 of the Act.
• Evaluate the overall presentation, structure and content
e) On the basis of the written representations
of the standalone financial statements, including the
received from the directors as on March
disclosures, and whether the standalone financial
31, 2022 taken on record by the Board of
statements represent the underlying transactions and
Directors, none of the directors is disqualified
events in a manner that achieves fair presentation.
as on March 31, 2022 from being appointed as
We communicate with those charged with governance a director in terms of Section 164(2) of the Act.
regarding, among other matters, the planned scope and

f) With respect to the adequacy of the internal Company from any persons or entities,
financial controls with reference to financial including foreign entities (“Funding
statements of the Company and the operating Parties”), with the understanding, whether
effectiveness of such controls, refer to our recorded in writing or otherwise, that the
separate Report in “Annexure B”. Company shall:
(B) With respect to the other matters to be included in • directly or indirectly, lend or
the Auditor’s Report in accordance with Rule 11 of invest in other persons or entities
the Companies (Audit and Auditor’s) Rules, 2014, identified in any manner whatsoever
in our opinion and to the best of our information (“Ultimate Beneficiaries”) by or on
and according to the explanations given to us: behalf of the Funding Party or
a) The Company has disclosed the impact of • provide any guarantee, security
pending litigations as at March 31, 2022 on or the like from or on behalf of the
its financial position in its standalone financial Ultimate Beneficiaries.
statements - Refer Note 35 to the standalone
financial statements. (iii) Based on such audit procedures as
considered reasonable and appropriate
b) The Company did not have any long-term in the circumstances, nothing has come
contracts including derivative contracts for to our notice that has caused us to
which there were any material foreseeable believe that the representations under
losses. sub-clause (d) (i) and (d) (ii) contain any
material mis-statement.
c) There has been no delay in transferring
amounts, required to be transferred, to the e) As stated in note 18.d to the standalone
Investor Education and Protection Fund by the financial statements, the Board of Directors
Company. of the Company has proposed final dividend
for the year which is subject to the approval
d) (i) The management has represented that, of the members at the ensuing Annual
to the best of its knowledge and belief, as General Meeting. The dividend declared is in
disclosed in note 31.3(d) to the accounts, accordance with section 123 of the Act to the
no funds have been advanced or loaned extent it applies to declaration of dividend.
or invested (either from borrowed funds
or share premium or any other sources or (C) With respect to the matter to be included in the
kind of funds) by the Company to or in Auditor’s Report under Section 197(16) of the Act:
any other persons or entities, including
foreign entities (“Intermediaries”), with In our opinion and according to the information
the understanding, whether recorded in and explanations given to us, the remuneration
writing or otherwise, that the Intermediary paid by the Company to its directors during the
shall: current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
• directly or indirectly lend or invest in to any director is not in excess of the limit laid
other persons or entities identified down under Section 197 of the Act. The Ministry
in any manner whatsoever (“Ultimate of Corporate Affairs has not prescribed other
Beneficiaries”) by or on behalf of the details under Section 197(16) of the Act which are
Company or required to be commented upon by us.
• provide any guarantee, security For B S R & Co. LLP

or the like to or on behalf of the Chartered Accountants
Ultimate Beneficiaries. Firm’s Registration Number: 101248W/W-100022
(ii) The management has represented, that, S Sethuraman

to the best of its knowledge and belief, as Partner
disclosed in note 31.3(e) to the accounts, Place: Chennai Membership no: 203491
no funds have been received by the Date: May 26, 2022 UDIN: 22203491AJQXDC6622

Corporate Overview
Management Reports
Annexure A to the Independent Auditor’s Report

To the Members of Rane Holdings Limited on the Standalone financial statements for the year ended March 31, 2022
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) a. The Company has maintained proper records (b) According to the information and explanations
showing full particulars, including quantitative given to us and on the basis of our examination
details and situation of Property, plant and of the records of the Company, the Company has
equipment. not been sanctioned any working capital limits
in excess of five crore rupees in aggregate from
b. The Company has maintained proper records
banks and financial institutions on the basis of
showing full particulars of intangible assets.
security of current assets at any point of time of the
(b) According to the information and explanations year. Accordingly, clause 3(ii)(b) of the Order is not
given to us and on the basis of our examination applicable to the Company.
of the records of the Company, the Company has
(iii) According to the information and explanations given to
a regular programme of physical verification of
us and on the basis of our examination of the records
its Property, plant and equipment by which all
of the Company, the Company has not provided any
Property, plant and equipment are verified once
guarantee or security or granted any advances in the
in two years. In accordance with this programme,
certain Property, plant and equipment were verified nature of loans, secured or unsecured to companies,
during the year. In our opinion, this periodicity of firms, limited liability partnership or any other parties
physical verification is reasonable having regard to during the year. The Company has made investments
the size of the Company and the nature of its assets. in companies and limited liability partnership and has
No material discrepancies were noticed on such given loan to a company in respect of which the requisite
verification. information is as below. The Company has not made any
investments in firms or any other parties.
(c) With respect to immovable properties of acquired
land and buildings that are freehold, according (a) Based on the audit procedures carried on by us and
to the information and explanations given to us as per the information and explanations given to us,
and the records examined by us and based on the Company has provided loans to other entity as
the examination of the registered sale deeds/ below:
court order approving scheme of arrangement/
(amounts in INR Lakhs)
amalgamation provided to us, we report that, the
title deeds of such immovable properties are held
Particulars Loans
in the name of the Company as at the balance sheet
date. Aggregate amount during the year 765
- Subsidiary*
In respect of certain immovable properties of land
and buildings whose title deeds have been pledged Balance outstanding as at balance sheet -
with bank / financial institution as security for term date
loans, our reporting under this clause is based on - Subsidiary*
confirmations received from such bank / financial
* As per Companies Act, 2013
institution that the immovable properties are held in
the name of the Company. (b) According to the information and explanations
given to us and based on the audit procedures
(d) According to the information and explanations
conducted by us, in our opinion that the investments
given to us and on the basis of our examination
made and the terms and conditions of the grant
of the records of the Company, the Company has
of loan provided during the year are prima facie,
not revalued its Property, plant and equipment
not prejudicial to the interest of the Company. The
(including Right of use assets) or intangible assets
Company has not provided any guarantee or security
or both during the year.
or granted any advances in the nature of loans to
(e) According to information and explanations given companies, firms, limited liability partnership or any
to us and on the basis of our examination of the other parties during the year.
records of the Company, there are no proceedings
initiated or are pending against the Company for (c) According to the information and explanations
holding any benami property under the Prohibition given to us and on the basis of our examination of
of Benami Property Transactions Act, 1988 and and the records of the Company, in the case of loans
rules made thereunder. given, in our opinion the repayment of principal and
payment of interest has been stipulated and the
(ii) (a) The Company does not hold any physical repayments or receipts have been regular. Further,
inventories. Accordingly, clause 3(ii)(a) of the Order the Company has not given any advance in the
is not applicable. nature of loan to any party during the year.

(d) According to the information and explanations (vi) According to the information and explanations given
given to us and on the basis of our examination of to us, the Central Government has not prescribed the
the records of the Company, there is no overdue maintenance of cost records under Section 148(1) of the
amount for more than ninety days in respect of Act in respect of any of the activities of the Company.
loans given. Further, the Company has not given any Accordingly, clause 3(vi) of the Order is not applicable.
advances in the nature of loans to any party during
(vii) The Company does not have liability in respect of Service
the year.
tax, Duty of excise, Sales tax and Value added tax during
(e) According to the information and explanations given the year since effective July 1, 2017, these statutory dues
to us and on the basis of our examination of the has been subsumed into Goods and Services Tax (‘GST’).
records of the Company, there is no loan or advance According to the information and explanations given to us
in the nature of loan granted falling due during the and on the basis of our examination of the records of the
year, which has been renewed or extended or fresh Company, in our opinion amounts deducted / accrued in
loans granted to settle the overdues of existing the books of account in respect of undisputed statutory
loans given to same parties. dues including GST, Provident fund, Employees’ State
(f) According to the information and explanations Insurance, Income-Tax and other statutory dues have been
given to us and on the basis of our examination of regularly deposited by the Company with the appropriate
the records of the Company, the Company has not authorities. As explained to us, the Company did not have
granted any loans or advances in the nature of loans any dues on account of duty of customs and cess.
either repayable on demand or without specifying According to the information and explanations given to us
any terms or period of repayment. and on the basis of our examination of the records of the
(iv) According to the information and explanations given Company, no undisputed amounts payable in respect of
to us and on the basis of our examination of records of GST, Provident fund, Employees’ State Insurance, Income-
the Company, in respect of investments made and loans Tax, Duty of Customs, Cess and other statutory dues were
given by the Company, in our opinion the provisions of in arrears as at March 31, 2022 for a period of more than
section 185 and 186 of the Companies Act, 2013 have six months from the date they became payable.
been complied with. The Company has not provided any According to the information and explanations given to
guarantee or security during the year. us and on the basis of our examination of the records of
the Company, statutory dues relating to GST, Provident
(v) The Company has not accepted any deposits or amounts
Fund, Employees State Insurance, Income-Tax, Duty of
which are deemed to be deposits from the public.
Customs or Cess or other statutory dues which have not
Accordingly, clause 3(v) of the Order is not applicable.
been deposited on account of any dispute are as follows:
Disputed Amount
Nature of the Period to which the Forum where the
Name of statute amount unpaid
dues amount relates dispute is pending
(INR Lakhs) (INR Lakhs)
Income tax Act, 1961 Income tax 85 35 AY 2005-06 Assessing officer
Income tax Act, 1961 Income tax 49 20 AY 2017-18 CIT(A)
Customs Act, 1962 Customs duty 6 6 AY 2012-13 CESTAT
(viii) According to the information and explanations given to us loans were obtained.
and on the basis of our examination of the records of the
Company, the Company has not surrendered or disclosed (d) According to the information and explanations
any transactions, previously unrecorded as income in the given to us and on an overall examination of the
books of account, in the tax assessments under the Income balance sheet of the Company, we report that no
Tax Act, 1961 as income during the year. funds raised on short-term basis have been used for
long-term purposes by the Company.
(ix) (a) According to the information and explanations
given to us and on the basis of our examination of (e) According to the information and explanations
the records of the Company, the Company has not given to us and on an overall examination of the
defaulted in repayment of loans and borrowings or standalone financial statements of the Company,
in the payment of interest thereon to any lender. we report that the Company has not taken any funds
from any entity or person on account of or to meet
(b) According to the information and explanations the obligations of its subsidiaries and joint venture /
given to us and on the basis of our examination associate entities as defined under Companies Act,
of the records of the Company, the Company has 2013.
not been declared a wilful defaulter by any bank or
financial institution or government or government (f) According to the information and explanations
authority. given to us and procedures performed by us,
we report that the Company has not raised loans
(c) In our opinion and according to the information and during the year on the pledge of securities held in
explanations given to us by the management, term its subsidiaries and joint venture / associate entities
loans were applied for the purpose for which the as defined under Companies Act, 2013.

Corporate Overview
Management Reports
(x) (a) The Company has not raised any moneys by way of (b) The Company is not required to be registered
initial public offer or further public offer (including under Section 45-IA of the Reserve Bank of India
debt instruments) during the year. Accordingly, Act, 1934. Accordingly, clause 3(xvi)(b) of the Order
clause 3(x)(a) of the Order is not applicable. is not applicable.
(b) According to the information and explanations (c) The Company is not a Core Investment Company
given to us and on the basis of our examination (CIC) as defined in the regulations made by the
of the records of the Company, the Company has Reserve Bank of India. Accordingly, clause 3(xvi)(c)
not made any preferential allotment or private of the Order is not applicable.
placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause 3(x) (d) According to the information and explanations
(b) of the Order is not applicable. provided to us the Group (as per the provisions of
the Core Investment Companies (Reserve Bank)
(xi) (a) Based on examination of the books and records of Directions, 2016) does not have any CIC.
the Company and according to the information and
explanations given to us, no fraud by the Company (xvii) The Company has not incurred cash losses in the current
or on the Company has been noticed or reported and in the immediately preceding financial year.
during the course of the audit.
(xviii) There has been no resignation of the statutory auditors
(b) According to the information and explanations during the year. Accordingly, clause 3(xviii) of the Order
given to us, no report under sub-section (12) of is not applicable.
Section 143 of the Companies Act, 2013 has been
filed by the auditors in Form ADT-4 as prescribed (xix) According to the information and explanations given
under rule 13 of Companies (Audit and Auditors) to us and on the basis of the financial ratios, ageing
Rules, 2014 with the Central Government. and expected dates of realisation of financial assets
and payment of financial liabilities, other information
(c) As represented to us by the management, there accompanying the standalone financial statements, our
are no whistle blower complaints received by the knowledge of the Board of Directors and management
Company during the year. plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our
(xii) According to the information and explanations given to
attention, which causes us to believe that any material
us, the Company is not a Nidhi Company. Accordingly,
uncertainty exists as on the date of the audit report that
clause 3(xii) of the Order is not applicable.
the Company is not capable of meeting its liabilities
(xiii) In our opinion and according to the information and existing at the date of balance sheet as and when they fall
explanations given to us, the transactions with the related due within a period of one year from the balance sheet
parties are in compliance with Sections 177 and 188 of the date. We, however, state that this is not an assurance as to
Companies Act 2013, where applicable, and the details the future viability of the Company. We further state that
of the related party transactions have been disclosed in our reporting is based on the facts up to the date of the
the standalone financial statements as required by the audit report and we neither give any guarantee nor any
applicable accounting standards. assurance that all liabilities falling due within a period of
one year from the balance sheet date, will get discharged
(xiv) (a) Based on information and explanations provided
by the Company as and when they fall due.
to us and our audit procedures, in our opinion,
the Company has an internal audit system (xx) (a) In our opinion and according to the information
commensurate with the size and nature of its and explanations given to us, there is no unspent
business. amount under sub-section (5) of Section 135 of
the Companies Act, 2013 pursuant to any project.
(b) We have considered the internal audit reports of the
Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the
Company issued till date for the period under audit.
Order are not applicable.
(xv) In our opinion and according to the information and
explanations given to us, the Company has not entered for B S R & Co. LLP
into any non-cash transactions with its directors or Chartered Accountants
persons connected to its directors and hence, provisions Firm’s Registration No.: 101248W/W-100022
of Section 192 of the Companies Act 2013, are not
applicable to the Company.
(xvi) (a) The Company is not required to be registered S Sethuraman

under Section 45-IA of the Reserve Bank of India Partner
Act, 1934. Accordingly, clause 3(xvi)(a) of the Order Place: Chennai Membership No.: 203491
is not applicable. Date : May 26, 2022 ICAI UDIN: 22203491AJQXDC6622

Annexure B to the Independent Auditor’s report

on the standalone financial statements of Rane Holdings Limited for the year ended March 31, 2022
Report on the internal financial controls with reference to financial controls with reference to financial statements.
the aforesaid standalone financial statements under Clause Those Standards and the Guidance Note require that we
(i) of Sub-section 3 of Section 143 of the Companies Act, comply with ethical requirements and plan and perform
2013 the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to
(Referred to in paragraph 2(A)(f) under ‘Report on Other
financial statements were established and maintained and
Legal and Regulatory Requirements’ section of our report
whether such controls operated effectively in all material
of even date)
respects.
Opinion
We have audited the internal financial controls with

Our audit involves performing procedures to obtain audit
reference to financial statements of Rane Holdings Limited
evidence about the adequacy of the internal financial
(“the Company”) as of March 31, 2022 in conjunction with
controls with reference to financial statements and their
our audit of the standalone financial statements of the
operating effectiveness. Our audit of internal financial
Company for the year ended on that date.
controls with reference to financial statements included
In our opinion, the Company has, in all material respects, obtaining an understanding of such internal financial
adequate internal financial controls with reference to controls, assessing the risk that a material weakness exists,
financial statements and such internal financial controls and testing and evaluating the design and operating
were operating effectively as at March 31, 2022, based on effectiveness of internal control based on the assessed
the internal financial controls with reference to financial risk. The procedures selected depend on the auditor’s
statements criteria established by the Company considering judgement, including the assessment of the risks of material
the essential components of internal control stated in the misstatement of the standalone financial statements,
Guidance Note on Audit of Internal Financial Controls Over whether due to fraud or error.
Financial Reporting issued by the Institute of Chartered
We believe that the audit evidence we have obtained is
Accountants of India (the “Guidance Note”).
sufficient and appropriate to provide a basis for our audit
Management’s Responsibility for Internal Financial Controls opinion on the Company’s internal financial controls with
reference to financial statements.
The Company’s management and the Board of Directors
are responsible for establishing and maintaining internal Meaning of Internal Financial controls with Reference to
financial controls based on the internal financial controls with Financial Statements
reference to financial statements criteria established by the
A company's internal financial controls with reference
Company considering the essential components of internal
to financial statements is a process designed to provide
control stated in the Guidance Note. These responsibilities
reasonable assurance regarding the reliability of financial
include the design, implementation and maintenance of
reporting and the preparation of financial statements for
adequate internal financial controls that were operating
external purposes in accordance with generally accepted
effectively for ensuring the orderly and efficient conduct
accounting principles. A company's internal financial
of its business, including adherence to company’s policies,
controls with reference to financial statements include those
the safeguarding of its assets, the prevention and detection
policies and procedures that (1) pertain to the maintenance
of frauds and errors, the accuracy and completeness of the
of records that, in reasonable detail, accurately and fairly
accounting records, and the timely preparation of reliable
reflect the transactions and dispositions of the assets of the
financial information, as required under the Companies Act,
company; (2) provide reasonable assurance that transactions
2013 (hereinafter referred to as “the Act”).
are recorded as necessary to permit preparation of
Auditors’ Responsibility financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
Our responsibility is to express an opinion on the of the company are being made only in accordance
Company's internal financial controls with reference to with authorisations of management and directors of the
financial statements based on our audit. We conducted company; and (3) provide reasonable assurance regarding
our audit in accordance with the Guidance Note and the prevention or timely detection of unauthorised acquisition,
Standards on Auditing, prescribed under section 143(10) use, or disposition of the company's assets that could have
of the Act, to the extent applicable to an audit of internal a material effect on the standalone financial statements.

Corporate Overview
Management Reports
Inherent Limitations of Internal Financial controls with inadequate because of changes in conditions, or that the
Reference to Financial Statements degree of compliance with the policies or procedures may
deteriorate.
Because of the inherent limitations of internal financial
controls with reference to financial statements, including the for B S R & Co. LLP
possibility of collusion or improper management override Chartered Accountants
of controls, material misstatements due to error or fraud Firm’s Registration No.: 101248W/W-100022
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference
S Sethuraman
to standalone financial statements to future periods are
Partner
subject to the risk that the internal financial controls with Place: Chennai Membership No.: 203491
reference to standalone financial statements may become Date : May 26, 2022 ICAI UDIN: 22203491AJQXDC6622

Standalone Balance Sheet

as at 31 March 2022
(All amounts are in INR lakhs unless otherwise stated)
Particulars Note As at As at
No. 31 March 2022 31 March 2021
ASSETS
Non-current assets
a. Property, plant and equipment 3 10,131 10,180
b. Capital work-in-progress 4a 20 -
c. Right-of-use assets 5 63 146
d. Other intangible assets 6 48 23
e. Intangible assets under development 4b 95 -
f. Financial assets
i. Investments 7 47,452 43,130
ii. Other financial assets 8 4 4
g. Income tax assets (net) 9 420 398
h. Other non-current assets 10 5 3
Total non-current assets 58,238 53,884
Current assets
a. Financial assets
i. Investments 12 - 273
ii. Trade receivables 13 468 1,166
iii. Cash and cash equivalents 14.a 34 38
iv. Bank balances other than (iii) above 14.b 46 52
v. Loans 15 2 301
vi. Other financial assets 8 5 8
b. Other current assets 16 310 462
Total current assets 865 2,300
TOTAL ASSETS 59,103 56,184
EQUITY AND LIABILITIES
Equity
a. Equity share capital 17 1,428 1,428
b. Other equity 18 49,115 45,428
Total equity 50,543 46,856
Liabilities
Non-current liabilities
a. Financial liabilities
i. Borrowings 19 5,632 6,610
ii. Lease liabilities 20 10 76
b. Provisions 23 122 100
c. Deferred tax liabilities (net) 11 481 496
Total non-current liabilities 6,245 7,282
Current liabilities
i. Borrowings 19 1,286 1,082
ii. Lease liabilities 20 56 76
iii. Trade payables 22
a. Total outstanding dues of micro enterprises and small enterprises 79 -
b. Total outstanding dues of creditors other than micro enterprises and small 171 217
enterprises
iv. Other financial liabilities 21 528 202
b. Other current liabilities 25 151 175
c. Provisions 23 44 44
d. Current tax liabilities (net) 24 - 250
Total current liabilities 2,315 2,046
Total liabilities 8,560 9,328
TOTAL EQUITY AND LIABILITIES 59,103 56,184
See accompanying notes forming part of standalone financial statements
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Rane Holdings Limited
Firm’s Registration No.: 101248W/W-100022
S Sethuraman Harish Lakshman Ganesh Lakshminarayan

Partner Vice Chairman and Joint Managing Director Chairman and Managing Director
Membership No.: 203491 DIN: 00012602 DIN: 00012583
Place: Chennai M A P Sridhar Kumar Siva Chandrasekaran

Date: 26 May 2022 Chief Financial Officer Company Secretary

Corporate Overview
Management Reports
Standalone Statement of Profit and Loss

for the Year ended 31 March 2022
S.No Particulars Note Year ended Year ended
No. 31 March 2022 31 March 2021
I Revenue from operations 26 8,880 6,508
II Other income 27 2,044 91
III Total income (I+II) 10,924 6,599
IV Expenses:
Employee benefits expense 28 1,701 1,309
Finance costs 29 590 309
Depreciation and amortisation expenses 30 309 306
Other expenses 31 1,777 1,620
Total expenses (IV) 4,377 3,544
V Profit before exceptional items and tax (III-IV) 6,547 3,055
VI Exceptional items 7.4 (1,781) (1,557)
VII Profit before tax (V+VI) 4,766 1,498
VIII Tax expense: 33
(1) Current tax 1,306 589
. (2) Current tax for earlier years 77 771
(3) Deferred tax (5) 2
Total tax expense (VIII) 1,378 1,362
IX Profit for the year (VII-VIII) 3,388 136
X Other comprehensive income
i) Items that will not be reclassified to profit or loss
a) Re-measurement gains/(losses) on defined benefit plans 15 66
b)Net gain/(loss) on FVOCI equity instruements 384 1,809

c) Income tax relating to items that will not be reclassified to profit or loss (100) (536)
Total other comprehensive income (net of tax) (X) 299 1,339
XI Total comprehensive income for the year (IX+X) 3,687 1,475
XII Earnings per equity share 37
(a) Basic (In `) 23.73 0.95
(b) Diluted (In `) 23.73 0.95




Standalone Statement of Changes in Equity

for the year ended 31 March 2022
A. Equity share capital
Particulars Amount
Balance as at 1 April 2020 1,428
Changes in Equity Share Capital due to prior period errors -
Restated balance as at 1 April 2020 1,428
Changes in equity share capital during the year -
Balance as at 31 March 2021 1,428
Changes in Equity Share Capital due to prior period errors -
Restated balance as at 1 April 2021 1,428
B. Other equity
Particulars Reserves and Surplus Item of OCI Total Other

Capital Securities General Retained Equity Equity
Redemption premium Reserve Earnings instrument
Reserve through OCI
Balance as at 1 April 2020 550 4,433 31,526 7,603 412 44,524
Changes in accounting policy or - - - - - -
prior period errors
Restated balance as at 1 April 2020 550 4,433 31,526 7,603 412 44,524
Total comprehensive income for
the year ended 31 March 2021
Profit for the year - - - 136 - 136
Other comprehensive income - - - 49 1,290 1,339
for the year (net of tax)
Total comprehensive income - - - 185 1,290 1,475
Payment of dividend - - - (571) - (571)
Balance as at 31 March 2021 550 4,433 31,526 7,217 1,702 45,428
Balance as at 1 April 2021 550 4,433 31,526 7,217 1,702 45,428
Changes in accounting policy or - - - - - -
prior period errors
Restated balance as at 1 April 2021 550 4,433 31,526 7,217 1,702 45,428
Total comprehensive income for
the year ended 31 March 2022
Profit for the year - - - 3,388 - 3,388
Other comprehensive income - - - 11 288 299
for the year (net of tax)
Total comprehensive income - - - 3,399 288 3,687
Balance as at 31 March 2022 550 4,433 31,526 10,616 1,990 49,115




Corporate Overview
Management Reports
Standalone Statement of Cash Flows

Particulars Year ended Year ended

31 March 2022 31 March 2021
Cash flows from operating activities
Profit for the year 3,388 136
Adjustments for:
Income tax expense recognised in profit and loss 1,378 1,362
Depreciation and amortisation expenses 309 306
Net (gain)/loss on disposal of property, plant and equipment (8) 1
Finance costs 590 309
Gain on current investments mandatorily measured at FVTPL (17) (14)
Gain on sale of non-current investment (1,970) -
Interest income (48) (5)
Income relating to financial guarantees - (30)
Impairment of investment 1,781 1,557
Movements in working capital:

(Increase) / decrease in trade receivables 698 (229)
(Increase) / decrease in other assets 166 (75)
Increase / (decrease) in trade payables 33 113
Increase / (decrease) in provisions 22 (54)
Increase / (decrease) in other liabilities 158 8
Cash generated from operations 6,480 3,385
Income taxes paid (1,777) (641)
Net cash generated from operations 4,703 2,744
Cash flows from investing activities

Loan repaid by subsidiary 765 -
Loan given to subsidiary (465) (300)
(Payment towards purchase) / Proceeds from sale of current investments (net) 289 157
Payment towards purchase of property, plant and equipment and intangible assets (178) (155)
Proceeds from disposal of property, plant and equipment 8 1
Payment towards purchase of non-current investments (6,318) (6,179)
Proceeds from sale of non-current investments 2,569 232
Interest received 51 2
Net cash generated from / (used in) investing activities (3,279) (6,242)
Cash flows from financing activities

Proceeds from borrowings 599 5,658
Repayment of borrowings (1,373) (1,264)
Payment of dividend - (571)
Interest paid (572) (311)
Payment of lease liabilities (82) (94)
Net cash generated from / (used in) financing activities (1,428) 3,418
Net decrease in cash and cash equivalents (4) (80)
Cash and cash equivalents at the beginning of the year 38 118
Cash and cash equivalents at the end of the year (refer note 14 a.) 34 38




Notes forming part of the Standalone Financial Statements

Summary of significant accounting policies, critical judgements and key estimates
1. Corporate Information 3. Use of estimates and Judgements
Rane Holdings Limited (“RHL” or “the Company’’) is the The preparation of the standalone financial statements
holding company whose main activity is investing in in conformity with accounting principles generally
Rane group Companies that are engaged primarily in the accepted in India requires the management to make
manufacturing/marketing of components and providing judgements, estimates and assumptions as considered
technological services for the transportation industry, mainly in the reported amount of assets and liabilities as of
the automotive sector. The Rane Group’s investment profile the Balance Sheet date, reported amount of revenues
includes subsidiaries and Joint venture/associate entities. and expenses for the year and disclosure of contingent
The Company’s income stream comprises of (i) dividend liabilities as of the Balance Sheet date. These estimates,
from the investments made in the group companies, (ii) judgement and associated assumptions are based
trade mark fee for use of “RANE” trade mark and (iii) service on historical experience and other factors that are
fee from group companies for providing service in the considered to be relevant. Actual results may differ from
areas of management, information technology, business these estimates.
development and infrastructure. The Company is a public
limited Company incorporated in India with its registered Although these estimates are based on the
office in Chennai, Tamilnadu, India. The Company is listed management’s best knowledge of current events
on the Bombay Stock Exchange Limited, Mumbai and and actions, uncertainty about the assumptions and
National Stock Exchange of India Limited, Mumbai. estimates may result in outcomes requiring a material
adjustment to the carrying amount of assets or liabilities
2. Significant accounting policies in future periods.
1. Statement of compliance and basis of preparation The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
These standalone financial statements have been are recognised in the period in which the estimate is
prepared in accordance with Indian Accounting revised if the revision affects only that period, or in the
Standards (Ind AS) as per the Companies (Indian period of the revision and future periods if the revision
Accounting Standards) Rules, 2015 notified under affects both current and future periods.
Section 133 of Companies Act, 2013, (the ‘Act’) and
other relevant provisions of the Act. Accounting policies 3.1 Judgements
have been consistently applied except where a newly
issued accounting standard is initially adopted or a Information about judgments made in applying
revision to the existing accounting standard requires a accounting policies that have the most significant effects
change in the accounting policy hitherto in use. on the amounts recognized in the standalone financial
statements is included in the following notes;
2. Basis of measurement
- Note 7 - Impairment testing for investments
The standalone financial statements have been
prepared on the historical cost basis except for the 3.2 Assumptions and estimation uncertainties
following items: Information about assumptions and estimation
uncertainties that may have a significant risk of causing
Items Measurement basis a material adjustment to the carrying amounts of assets
Certain financial assets Fair value and liabilities are as follows;
and liabilities
3.2.1 Fair value measurements and valuation process
Net defined benefit Present value of defined
(asset) / liability benefit obligations less In estimating the fair value of an asset or a liability,
fair value of plan assets the Company uses market-observable data to
Certain investments Fair value the extent it is available. Where Level 1 inputs
are not available, the Company engages third
All assets and liabilities have been classified as current party qualified valuers to perform the valuation.
or non-current as per the Company’s normal operating The management works closely with the qualified
cycle and other criteria set out in the Schedule III to the external valuers to establish the appropriate
Companies Act, 2013 and Ind AS 1. The Company has valuation techniques and inputs to the model.
ascertained its operating cycle as twelve months for Further details are given in note 41.
the purpose of current and non-current classification of
assets and liabilities.

Corporate Overview
Management Reports

3.2.2 Impairment of investments developing the assumptions relating to the possible

future uncertainties, the Company, as at the date of
The Company tests whether any of its investments approval of these financial statements has used internal
have suffered any impairment on an annual and external sources of information and based on
basis. The recoverable value of the investment is current estimates expects that the carrying amount of
determined based on fair value less cost to sell these assets will be recovered. The impact of COVID-19
which require the use of assumptions. Refer note 7. on the Company’s financial statements may differ from
3.2.3 Taxation that estimated as at the date of approval of these financial
statements dependent on circumstances that evolve in
Tax expense is calculated using applicable tax rate the future. The Company will continue to closely monitor
and laws that have been enacted or substantively any material changes to future economic conditions.
enacted. Uncertainties exist with respect to the
interpretation of complex tax regulations, changes 4. Measurement of fair values
in tax laws and the amount and timing of future A number of the Company’s accounting policies and
taxable income. In arriving at taxable profit and disclosures require the measurement of fair values, for
all tax bases of assets and liabilities, the Company both financial and non-financial assets and liabilities.
determines the taxability based on tax enactments, The Company has an established control framework
relevant judicial pronouncements and tax expert with respect to the measurement of fair values.
opinions, and makes appropriate provisions which
includes an estimation of the likely expected Fair values are categorised into different levels in a
outcome of any open tax assessments / litigations. fair value hierarchy based on the inputs used in the
Deferred income tax assets are recognized to the valuation techniques as follows.
extent that it is probable that future taxable income
will be available. Further details are given in note • Level 1: quoted prices (unadjusted) in active markets
11, 33 and 35. for identical assets or liabilities.
3.2.4 Defined benefit plans • Level 2: inputs other than quoted prices included in
Level 1 that are observable for the asset or liability,
The cost of defined benefit plans are determined either directly (i.e. as prices) or indirectly (i.e.
using actuarial valuations. The actuarial valuation derived from prices).
involves making assumptions about discount rates,
expected rates of return on assets, future salary • Level 3: inputs for the asset or liability that are not
increases and mortality rates. Due to the long-term based on observable market data (unobservable
nature of these plans, such estimates are subject to inputs).
significant uncertainty. Further details are given in When measuring the fair value of an asset or a liability,
note 36. the Company uses observable market data as far as
3.3 Estimation of uncertainties relating to the global health possible. If the inputs used to measure the fair value
pandemic from COVID-19 of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement is
COVID-19 pandemic has rapidly spread throughout categorised in its entirety in the same level of the fair
the world, including India. Governments have taken value hierarchy as the lowest level input that is significant
significant measures to curb the spread of the virus to the entire measurement.
including imposing mandatory lockdowns and
restrictions on activities. Consequently, the Company’s The Company recognises transfers between levels
offices had to be closed down / operate under of the fair value hierarchy at the end of the reporting
restrictions for a period of time during last year. These period during which the change has occurred.
measures have an impact on matters relating to supply 5. Financial Instruments
chain and customer demand of the subsidiaries and
joint venture/associate entities, personnel available for i. Initial recognition
work, being able to access offices etc.
Trade receivables are initially recognised when they
The Company has considered the possible effects that are originated. All other financial assets and financial
may result from the continued effect of the pandemic liabilities are initially recognised when the Company
on the carrying amounts of assets (net of impairment becomes a party to the contractual provisions of the
losses), capital and financial resources, profitability, instrument.
liquidity position, internal financial controls etc. In
A financial asset (except trade receivables and contract


asset) or financial liability is initially measured at fair On initial recognition of an equity investment that is not
value plus, for an item not at fair value through profit held for trading, the Company may irrevocably elect to
and loss (FVTPL), transaction costs that are directly present subsequent changes in the investment’s fair value
attributable to its acquisition or issue. Trade receivables in OCI (designated as FVOCI – equity investment). This
and contract assets are measured at transaction price as election is made on an investment‑by‑investment basis.
per Ind AS 115.
All financial assets not classified as measured at
ii. Classification and subsequent measurement amortised cost or FVOCI as described above are
measured at FVTPL. This includes all derivative financial
Financial assets assets. On initial recognition, the Company may
On initial recognition, a financial asset is classified as irrevocably designate a financial asset that otherwise
measured at meets the requirements to be measured at amortised
cost or at FVOCI as at FVTPL if doing so eliminates or
- amortised cost; significantly reduces an accounting mismatch that
would otherwise arise.
- Fair value through OCI – debt investment;
Financial assets: Assessment whether contractual cash
- Fair value through OCI – equity investment; or
flows are solely payments of principal and interest.
- Fair value through profit and loss
For the purposes of this assessment, ‘principal’ is
Financial assets are not reclassified subsequent to defined as the fair value of the financial asset on initial
their initial recognition, except if and in the period the recognition. ‘Interest’ is defined as consideration for the
Company changes its business model for managing time value of money and for the credit risk associated
financial assets. with the principal amount outstanding during a
particular period of time and for other basic lending
A financial asset is measured at amortised cost if it meets risks and costs (e.g. liquidity risk and administrative
both of the following conditions and is not designated costs), as well as a profit margin.
as at FVTPL:
In assessing whether the contractual cash flows are
- the asset is held within a business model whose solely payments of principal and interest, the Company
objective is to hold assets to collect contractual considers the contractual terms of the instrument. This
cash flows; and includes assessing whether the financial asset contains
- the contractual terms of the financial asset give a contractual term that could change the timing or
rise on specified dates to cash flows that are solely amount of contractual cash flows such that it would
payments of principal and interest on the principal not meet this condition. In making this assessment, the
amount outstanding. Company considers:
A debt investment is measured at FVOCI if it meets both of − contingent events that would change the amount
the following conditions and is not designated as at FVTPL: or timing of cash flows;
− the asset is held within a business model whose − terms that may adjust the contractual coupon rate,
objective is achieved by both collecting contractual including variable interest rate features;
cash flows and selling financial assets; and − prepayment and extension features; and
− the contractual terms of the financial asset give − terms that limit the Company’s claim to cash flows
rise on specified dates to cash flows that are solely from specified assets (e.g. non‑recourse features).
payments of principal and interest on the principal
amount outstanding. Financial assets: Subsequent measurement and gains
and losses
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income, are recognised in profit or loss
Financial assets at These assets are subsequently measured at amortised cost using the effective interest
amortised cost method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.

Corporate Overview
Management Reports

Debt investments at These assets are subsequently measured at fair value. Interest income under the effective
FVOCI interest method, foreign exchange gains and losses and impairment are recognised in
profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains
and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at These assets are subsequently measured at fair value. Dividends are recognised as income
FVOCI in profit or loss unless the dividend clearly represents a recovery of part of the cost of the
investment. Other net gains and losses are recognised in OCI and are not reclassified to
profit or loss.
Financial liabilities: Classification, subsequent iv. Offsetting

measurement and gains and losses
Financial assets and financial liabilities are offset and
Financial liabilities are classified as measured at the net amount presented in the balance sheet when,
amortised cost or FVTPL. A financial liability is classified and only when, the Company currently has a legally
as at FVTPL if it is classified as held‑for‑trading, or enforceable right to set off the amounts and it intends
it is a derivative or it is designated as such on initial either to settle them on a net basis or to realise the asset
recognition. Financial liabilities at FVTPL are measured at and settle the liability simultaneously.
fair value and net gains and losses, including any interest
6. Property, plant and equipment
expense, are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised cost Items of property, plant and equipment are carried at
using the effective interest method. Interest expense cost, which includes capitalised borrowing costs, less
and foreign exchange gains and losses are recognised accumulated depreciation and impairment losses, if any.
in profit or loss. Any gain or loss on derecognition is also The cost comprises its purchase price net of any trade
recognised in profit or loss. discounts and rebates, including any import duties and
other taxes (other than those subsequently recoverable
iii. Derecognition
from the tax authorities) and any directly attributable
Financial assets expenditure on making the asset ready for its intended
use. Subsequent expenditure is capitalised only if it is
The Company derecognises a financial asset when the probable that the future economic benefits associated
contractual rights to the cash flows from the financial with the expenditure will flow to the Company.
asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which Transition to Ind AS
substantially all of the risks and rewards of ownership
On transition to Ind AS, the Company has elected to
of the financial asset are transferred or in which the
continue with the carrying value of all of its property,
Company neither transfers nor retains substantially all
plant and equipment recognised as at 1 April 2016,
of the risks and rewards of ownership and does not
measured as per the previous GAAP, and use that
retain control of the financial asset.
carrying value as the deemed cost of such property,
If the Company enters into transactions whereby it plant and equipment.
transfers assets recognised on its balance sheet, but
Capital work-in-progress: Assets which are not yet ready
retains either all or substantially all of the risks and
for their intended use are carried at cost comprising
rewards of the transferred assets, the transferred assets
direct cost, related incidental expenses and attributable
are not derecognised.
interest (in case of qualifying assets).
Financial liabilities
Depreciation on property, plant and equipment has
The Company derecognises a financial liability when its been provided on the straight-line method on the basis
contractual obligations are discharged or cancelled, or of estimated useful life determined based on technical
expire. advice, taking into account the nature of the asset, the
estimated usage of the asset, the operating conditions
The Company also derecognises a financial liability of the asset, past history of replacement, anticipated
when its terms are modified and the cash flows under the technological changes, manufacturers warranties and
modified terms are substantially different. In this case, maintenance support, etc. The useful lives of the assets
a new financial liability based on the modified terms are as below:
is recognised at fair value. The difference between the
carrying amount of the financial liability extinguished
and the new financial liability with modified terms is
recognised in profit or loss.


Asset Management Useful life as Transition to Ind AS

estimate of per Schedule II On transition to Ind AS, the Company has elected to
useful life continue with the carrying value of all of its intangible
Buildings 30 years 30 years assets recognised as at 1 April 2016, measured as per
Plant and 15 years 15 years the previous GAAP, and use that carrying value as the
machinery deemed cost of such intangible assets.
Vehicles 5 years 8 years 8. Impairment

Furniture and 5 years 10 years i. Impairment of financial instruments
fixtures
Office 3 years 5 years The Company recognises loss allowances for expected
equipment credit losses on financial assets measured at amortised
cost.
Computers and 3 years 3 to 6 years
data processing At each reporting date, the Company assesses
units whether financial assets carried at amortised cost are
credit‑impaired. A financial asset is ‘credit‑impaired’
Freehold land is not depreciated. when one or more events that have a detrimental impact
Depreciation method, useful lives and residual values on the estimated future cash flows of the financial asset
are reviewed at the end of each financial year. have occurred.
Any gain or loss on disposal of an item of property, plant and The Company measures loss allowances at an amount
equipment is recognised in statement of profit and loss. equal to lifetime expected credit losses, except for debt
securities and bank balances for which credit risk (i.e.
7. Intangible assets the risk of default occurring over the expected life of
the financial instrument) has not increased significantly
Intangible assets are carried at cost less accumulated
since initial recognition.
amortisation and impairment losses, if any. The cost of an
intangible asset comprises its purchase price, including Loss allowances for trade receivables are always
any import duties and other taxes (other than those measured at an amount equal to lifetime expected
subsequently recoverable from the tax authorities) and credit losses.
any directly attributable expenditure on making the asset
ready for its intended use and net of any trade discounts Lifetime expected credit losses are the expected credit
and rebates. Subsequent expenditure is capitalised only losses that result from all possible default events over
when it increases the future economic benefits embodied the expected life of a financial instrument.
in the specific asset to which it relates. Internally generated 12-month expected credit losses are the portion of
intangibles, excluding capitalised development costs, are expected credit losses that result from default events
not capitalised and the related expenditure is reflected that are possible within 12 months after the reporting
in profit or loss in which the expenditure is incurred. The date (or a shorter period if the expected life of the
amortisation expense on intangible assets is recognised instrument is less than 12 months).
in the statement of profit and loss. An intangible asset is
derecognised on disposal or when no future economic In all cases, the maximum period considered when
benefits are expected from use or disposal. Gains or estimating expected credit losses is the maximum
losses arising from derecognition of an intangible asset contractual period over which the Company is exposed
are measured as the difference between the net disposal to credit risk.
proceeds and the carrying amount of the asset and are
When determining whether the credit risk of a financial
recognised in the statement of profit and loss when the
asset has increased significantly since initial recognition
asset is derecognised.
and when estimating expected credit losses, the
Amortisation method, useful lives and residual values Company considers reasonable and supportable
are reviewed at the end of each financial year and information that is relevant and available without
adjusted if appropriate. undue cost or effort. This includes both quantitative
and qualitative information and analysis, based on the
Intangible assets which comprise of Software licence Company’s historical experience and informed credit
has a useful life of 5 years. assessment and including forward‑looking information.

Corporate Overview
Management Reports

The Company considers a financial asset to be in Recoverable amount is the higher of fair value less costs
default when the borrower is unlikely to pay its credit of disposal and value in use. In assessing value in use,
obligations to the Company in full, without recourse by the estimated future cash flows are discounted to their
the Company to actions such as realising security (if any present value using a pre-tax discount rate that reflects
is held). current market assessments of the time value of money
and the risks specific to the asset (or cash-generating
Measurement of expected credit losses unit) for which the estimates of future cash flows have
Expected credit losses are a probability‑weighted not been adjusted.
estimate of credit losses. Credit losses are measured If the recoverable amount of an asset (or cash-generating
as the present value of all cash shortfalls (i.e. the unit) is estimated to be less than its carrying amount, the
difference between the cash flows due to the Company carrying amount of the asset (or cash-generating unit) is
in accordance with the contract and the cash flows that reduced to its recoverable amount. An impairment loss
the Company expects to receive). is recognised immediately in the statement of profit and
Presentation of allowance for expected credit losses in loss.
the balance sheet If the recoverable amount of the cash-generating unit is
Loss allowances for financial assets measured at less than the carrying value of the unit, the impairment
amortised cost are deducted from the gross carrying loss is allocated first to reduce the carrying value of any
amount of the assets. For debt securities at FVOCI, goodwill allocated to the unit and then to the other
the loss allowance is charged to profit or loss and is assets of the unit in proportion to the carrying value of
recognised in OCI. each asset in the unit.
Write-off When an impairment loss subsequently reverses, the

carrying amount of the asset (or a cash-generating unit)
The gross carrying amount of a financial asset is written is increased to the revised estimate of its recoverable
off (either partially or in full) to the extent that there is no amount, so that the increased carrying amount does
realistic prospect of recovery. This is generally the case not exceed the carrying amount that would have been
when the Company determines that the debtor does not determined had no impairment loss been recognised
have assets or sources of income that could generate for the asset (or cash-generating unit) in prior years. A
sufficient cash flows to repay the amounts subject to the reversal of an impairment loss is recognised immediately
write‑off. However, financial assets that are written off in the statement of profit and loss.
could still be subject to enforcement activities in order
to comply with the Company’s procedures for recovery 9. Borrowings and borrowing costs
of amounts due. Borrowing are recognised initially at fair value, net of
ii. Impairment of property, plant and equipment and transaction costs incurred. Borrowings are subsequently
intangible assets stated at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
At the end of each reporting period, the Company value is recognised in the statement of profit and loss
reviews the carrying amounts of its property, plant and over the period of the borrowings using the effective
equipment and intangible assets to determine whether interest rate method. Borrowings are classified as current
there is any indication that those assets have suffered liabilities unless the Company has an unconditional
an impairment loss. If any such indication exists, the right to defer settlement of the liability for at least 12
recoverable amount of the asset is estimated in order months after the reporting date.
to determine the extent of the impairment loss (if any).
When it is not possible to estimate the recoverable Borrowing costs are interest and other costs incurred in
amount of an individual asset, the Company estimates connection with the borrowing of funds.
the recoverable amount of the cash-generating Borrowing costs directly attributable to the acquisition,
unit to which the asset belongs. When a reasonable construction or production of qualifying assets, which
and consistent basis of allocation can be identified, are assets that necessarily take a substantial period of
corporate assets are also allocated to individual cash- time to get ready for their intended use are added to
generating units, or otherwise they are allocated to the the cost of those assets, until such time as the assets
smallest Company of cash-generating units for which are substantially ready for their intended use or sale. All
a reasonable and consistent allocation basis can be other borrowing costs are recognised in profit or loss in
identified. the period in which they are incurred.


10. Leases re-measured with a corresponding adjustment to the
related right of use asset if the Company changes its
The Company’s lease asset classes primarily consist of assessment if whether it will exercise an extension or a
leases for IT Assets and vehicles. The Company assesses termination option.
whether a contract contains a lease, at inception of a
contract. A contract is, or contains, a lease if the contract Lease liability and ROU asset have been separately
conveys the right to control the use of an identified presented and lease payments have been classified as
asset for a period of time in exchange for consideration. financing cash flows.
To assess whether a contract conveys the right to
control the use of an identified asset, the Company 11. Cash and cash equivalents
assesses whether: (i) the contract involves the use of an Cash comprises cash on hand and demand deposits
identified asset (ii) the company has substantially all of with banks. Cash equivalents are short-term balances
the economic benefits from use of the asset through the (with an original maturity of three months or less from
period of the lease and (iii) the company has the right to the date of acquisition), highly liquid investments that
direct the use of the asset. are readily convertible into known amounts of cash
At the date of commencement of the lease, the and which are subject to insignificant risk of changes in
Company recognizes a right-of-use asset (“ROU”) and a value.
corresponding lease liability for all lease arrangements in 12. Cash flow statement
which it is a lessee, except for leases with a term of twelve
months or less (short-term leases) and low value leases. Cash flows from operating activities are reported using
For these short-term and low value leases, the Company the indirect method, whereby profit / (loss) is adjusted
recognizes the lease payments as an operating expense for the effects of transactions of non-cash nature and
on a straight-line basis over the term of the lease. any deferrals or accruals of past or future cash receipts
or payments. The cash flows from operating, investing
Certain lease arrangements includes the options to and financing activities of the Company are segregated.
extend or terminate the lease before the end of the
lease term. ROU assets and lease liabilities includes 13. Foreign currency transactions and translations
these options when it is reasonably certain that they will
(i) Functional and presentation currency
be exercised.
Items included in the financial statements of the
The right-of-use assets are initially recognized at cost,
Company are measured using the currency of the
which comprises the initial amount of the lease liability
primary economic environment in which the entity
adjusted for any lease payments made at or prior to the
operates (‘the functional currency’). The financial
commencement date of the lease plus any initial direct
statements are presented in Indian Rupee (INR), which is
costs less any lease incentives. They are subsequently
the Company’s functional and presentation currency.
measured at cost less accumulated depreciation and
impairment losses. (ii) Transactions and balances
Right-of-use assets are depreciated from the In preparing the standalone financial statements,
commencement date on a straight-line basis over the transactions in currencies other than the entity’s
shorter of the lease term and useful life of the underlying functional currency (foreign currencies) are recognised
asset. Right of use assets are evaluated for recoverability at the rates of exchange prevailing at the dates of the
whenever events or changes in circumstances indicate transactions. As at the reporting date, non-monetary
that their carrying amounts may not be recoverable. items which are carried in terms of historical cost
For the purpose of impairment testing, the recoverable denominated in a foreign currency are reported using
amount (i.e. the higher of the fair value less cost to sell the exchange rate at the date of the transaction. All non-
and the value-in-use) is determined on an individual asset monetary items which are carried at fair value or other
basis unless the asset does not generate cash flows that similar valuation denominated in a foreign currency are
are largely independent of those from other assets. In reported using the exchange rates that existed when
such cases, the recoverable amount is determined for the the values were determined. All monetary assets and
Cash Generating Unit (CGU) to which the asset belongs. liabilities in foreign currency are reinstated at the end of
accounting period.
The lease liability is initially measured at amortized cost
at the present value of the future lease payments. The Exchange differences are recognised in profit or loss,
lease payments are discounted using the interest rate except exchange differences arising from the translation
implicit in the lease or, if not readily determinable, using of the following items which are recognised in OCI:
the incremental borrowing rates. Lease liabilities are

Corporate Overview
Management Reports

• equity investments at fair value through OCI (FVOCI); loss in the periods during which the related services are
rendered by employees.
• qualifying cash flow hedges to the extent that the
hedges are effective. Superannuation fund
14. Revenue recognition This is a defined contribution plan, where a portion

of the eligible employees’ salary, as per the choice
The Company derives revenues primarily from exercised by the respective employees, is contributed
rendering management and information technology towards superannuation fund administered by the
services to the subsidiaries and joint venture/associate Trustees and managed by Life Insurance Corporation
entities and from Trade Mark fee in accordance with of India (LIC). There are no further obligations for
the terms of the agreements with the Group entities. future superannuation benefits other than the annual
Revenue is recognized upon transfer of control of contributions which is recognized as expense as and
promised services to customers (i.e. upon rendering of when due.
services) at an amount that reflects the consideration
that the Company expects to receive in exchange for Defined benefit plans
those services.
Gratuity
Dividend Income
The Company provides for gratuity, a defined benefit
Dividend income is accounted when the right to receive plan (the “Gratuity Plan”) administered by LIC covering
it is established (provided that it is probable that the eligible employees in accordance with the Payment of
economic benefits will flow to the Company and the Gratuity Act, 1972. The Gratuity Plan provides a lump
amount of income can be measured reliably). sum payment to vested employees at retirement,
death, incapacitation or termination of employment, of
Other income an amount based on the respective employee’s salary
Interest income is recognised using the effective and the tenure of employment. The Company’s liability
interest method. The ‘effective interest rate’ is the rate is actuarially determined (using the Projected Unit
that exactly discounts estimated future cash payments Credit method) at the end of each year. Actuarial losses
or receipts through the expected life of the financial / gains are recognised in the other comprehensive
instrument to: income in the year in which they arise. Remeasurement
recognised in other comprehensive income is reflected
- the gross carrying amount of the financial asset; or immediately in retained earnings and is not reclassified
to profit and loss.
- the amortised cost of the financial liability.
Other Long term employee benefits
15. Employee benefits
Compensated absences
Short-term employee benefits
Accumulated compensated absences, which are
Short-term employee benefit obligations are measured
expected to be availed or encashed within 12 months
on an undiscounted basis and are expensed as the
from the end of the year are treated as short term
related service is provided. A liability is recognised
employee benefits. Those that are expected to be
for the amount expected to be paid, if the Company
encashed after 12 months from the end of the year
has a present legal or constructive obligation to pay
are treated as other long-term employee benefits.
this amount as a result of past service provided by
The obligation towards the same is measured at the
the employee, and the amount of obligation can be
expected cost of accumulating compensated absences
estimated reliably.
as the additional amount expected to be paid as a
Defined contribution plans result of the unused entitlement as at the year end.
The obligation is measured on the basis of an annual
Provident fund independent actuarial valuation using the projected
A defined contribution plan is a post-employment benefit unit credit method. Remeasurements gains or losses are
plan under which an entity pays fixed contributions into recognised in profit or loss in the period in which they
a separate entity and will have no legal or constructive arise.
obligation to pay further amounts. The Company makes 16. Expenditure on Corporate Social Responsibility (CSR)
specified monthly contributions towards Government
administered provident fund scheme. Obligations The Company accounts the expenditure incurred
for contributions to defined contribution plans are towards Corporate Social Responsibility as required
recognised as an employee benefit expense in profit or under the Act as a charge to the statement of profit and


loss. As at the balance sheet date, an asset / liability b. Deferred tax:

is recognized for the difference between the amount
spent and the amount required to be spent as per the Deferred tax is recognised in respect of temporary
provisions of the Act. differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
17. Provisions and contingent liabilities corresponding amounts used for taxation purposes.
Deferred tax is also recognised in respect of carried
Provisions: Provisions are recognised when there forward tax losses and tax credits. Deferred tax is not
is a present obligation as result of a past event, it is recognised for temporary differences arising on the
probable that an outflow of resources embodying initial recognition of assets or liabilities in a transaction
economic benefits will be required to settle the that is not a business combination and that affects
obligation and there is a reliable estimate of the amount neither accounting nor taxable profit or loss at the time
of the obligation. Provisions are measured at the best of the transaction.
estimate of the expenditure required to settle the
present obligation at the Balance sheet date and are not Deferred tax assets are recognised to the extent
discounted to its present value unless the effect of time that it is probable that future taxable profits will be
value of money is material. When discounting is used, available against which they can be used. Deferred
the increase in the provision due to the passage of time tax assets – unrecognised or recognised, are reviewed
is recognised as a finance cost. at each reporting date and are recognised/ reduced
to the extent that it is probable/ no longer probable
Contingent Liabilities: Contingent liabilities are respectively that the related tax benefit will be realised.
disclosed when there is a possible obligation arising
from past events, the existence of which will be Deferred tax is measured at the tax rates that are
confirmed only by the occurrence or non occurrence of expected to apply to the period when the asset is
one or more uncertain future events not wholly within realised or the liability is settled, based on the laws that
the control of the Company or a present obligation that have been enacted or substantively enacted by the
arises from past events where it is either not probable reporting date.
that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made. When The measurement of deferred tax reflects the tax
there is a possible obligation or a present obligation consequences that would follow from the manner in
in respect of which likelihood of outflow of resources which the Company expects, at the reporting date, to
embodying economic benefits is remote, no provision recover or settle the carrying amount of its assets and
or disclosure is made. liabilities.
18. Taxation Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities
Income tax comprises current and deferred tax. It is and assets, and they relate to income taxes levied by
recognised in profit or loss except to the extent that the same tax authority on the same taxable entity, or on
it relates to an item recognised directly in equity or in different tax entities, but they intend to settle current tax
other comprehensive income. liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
a. Current tax:
19. Financial and Corporate guarantee contracts
Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year A financial guarantee contract is a contract that requires
and any adjustment to the tax payable or receivable the issuer to make specified payments to reimburse the
in respect of previous years. The amount of current tax holder for a loss it incurs because a specified debtor
reflects the best estimate of the tax amount expected to fails to make payments when due in accordance with
be paid or received after considering the uncertainty, the terms of a debt instrument.
if any, related to income taxes. It is measured using tax
rates (and tax laws) enacted or substantively enacted by Financial guarantee contracts issued by the Company
the reporting date. are initially measured at their fair values and are
subsequently measured at the higher of:
Current tax assets and current tax liabilities are offset
only if there is a legally enforceable right to set off - the amount of loss allowance determined in
the recognised amounts, and it is intended to realise accordance with impairment requirements of Ind
the asset and settle the liability on a net basis or AS 109; and
simultaneously.

Corporate Overview
Management Reports

- the amount initially recognised less, when 24. Recent pronouncements

appropriate, the cumulative amount of income
recognised in accordance with the principles of Ind Ministry of Corporate Affairs (“MCA”) notifies new
AS 115. standard or amendments to the existing standards
under Companies (Indian Accounting Standards)
20. Earnings per share Rules as issued time to time. On 23 March, 2022,MCA
amended the Companies (Indian Accounting Standards)
Basic earnings per share is computed by dividing Amendment Rules, 2022, as below.
the profit after tax (including the post tax effect of
exceptional items, if any) by the weighted average Ind AS 16 - Property Plant and equipment
number of equity shares outstanding during the year.
The amendment clarifies that excess of net sale proceeds
Diluted earnings per share is computed by dividing of items produced over the cost of testing, if any, shall
the profit after tax (including the post tax effect of not be recognised in the profit or loss but deducted
exceptional items, if any) as adjusted for dividend, from the directly attributabe cost considered as part of
interest and other charges to expense or income cost of an item of property,plant and equipment. The
relating to the additional dilutive potential equity effective date for adoption of this amendmnet is annual
shares, by the weighted average number of equity period begining on or after 1 April, 2022. The Company
shares considered for deriving basic earnings per share has evaluated the amendment and there is no impact
and the weighted average number of equity shares on its financial statements.
which could have been issued on the conversion of all
dilutive potential equity shares. Potential equity shares Ind AS 37 - Provsions ,Contingent iabilities and
are deemed to be dilutive only if their conversion to Contingent Assets
equity shares would decrease the net profit per share The amendments specifies that the 'cost of fulfilling' a
from continuing ordinary operations. Potential dilutive contract comprieses the 'costs that relate directly to the
equity shares are deemed to be converted as at the contract'. Costs that relate directly to a contract can either
beginning of the period, unless they have been issued be incremental costs of fulfilling that contract(examples
at a later date. The dilutive potential equity shares are would be direct labour,materials) or an allocation of other
adjusted for the proceeds receivable had the shares costs that relate directly to fulfilling contracts (an example
been actually issued at fair value (i.e. average market would be the allocation of the depreciation charge for an
value of the outstanding shares). Dilutive potential item of property, plant and equipment used in fulfilling
equity shares are determined independently for each the contract). The effective date for adoption of this
period presented. amendment is annual periods beginning on or after
21. Investment in subsidiaries and Joint venture/associates 1 April, 2022, although early adoption is permitted. The
Company has evaluated the amendment and the impat
Investment in subsidiaries and joint venture/associate is not expected to be material
entities are measured at cost less accumulated
impairment as per Ind AS 27. Ind AS 103 – Reference to Conceptual Framework
22. Dividend The amendments specify that to qualify for recognition

as part of applying the acquisition method, the
The final dividend on shares is recorded as a liability on identifiable assets acquired and liabilities assumed
the date of approval by the shareholders and interim must meet the definitions of assets and liabilities in the
dividends are recorded as a liability on the date of Conceptual Framework for Financial Reporting under
declaration by the Board of Directors. Indian Accounting Standards (Conceptual Framework)
issued by the Institute of Chartered Accountants of
23. Segment reporting India at the acquisition date. These changes do not
The Company holds strategic investments in subsidiaries significantly change the requirements of Ind AS 103.
and joint venture/associate entities (collectively called The Company does not expect the amendment to have
“the Group”) that are primarily engaged in single any significant impact in its financial statements.
segment viz., manufacturing/marketing of components Ind AS 109 – Annual Improvements to Ind AS (2021)
and providing technological services for Transportation
industry and also provides consultancy and other The amendment clarifies which fees an entity includes
services to the Group. Segment reporting information is when it applies the ‘10 percent’ test of Ind AS 109 in
provided in the consolidated financial statements of the assessing whether to derecognise a financial liability.
group. The Company does not expect the amendment to have
any significant impact in its financial statements.

84
3 Property, plant and equipment

Particulars As at As at
31 March 2022 31 March 2021
Carrying amounts of:

a. Freehold land 7,941 7,941
Annual Report 2021-22

b. Buildings 1,732 1,761
c. Plant and machinery 147 135
d. Furniture and fixtures 150 180
e.Office equipments 88 84
f. Vehicles 73 79
10,131 10,180
Particulars Freehold Buildings Plant and Furniture Office Vehicles Total

land machinery and fixtures equipments
Gross carrying amount
Balance as at 1 April 2020 7,941 2,016 200 317 162 56 10,693
Additions - 18 2 12 45 74 152
Disposals - - (3) - (1) - (4)
Balance as at 31 March 2021 7,941 2,034 199 329 207 130 10,840
Additions - 54 31 23 53 17 178
Disposals - - (1) (1) (11) (15) (28)
Balance as at 31 March 2022 7,941 2,088 229 351 249 132 10,990
Accumulated depreciation and impairment
Balance as at 1 April 2020 - 191 46 99 84 41 460
Depreciation expense - 82 18 50 40 11 201
Disposals - - - - (1) - (1)
Balance as at 31 March 2021 - 273 64 149 123 51 660
Depreciation expense - 83 19 53 49 22 226
Disposals - - (1) (1) (11) (14) (27)
Balance as at 31 March 2022 - 356 82 201 161 59 859
Net carrying amount
As at 31 March 2021 7,941 1,761 135 180 84 79 10,180
As at 31 March 2022 7,941 1,732 147 150 88 73 10,131
3.1. Land and buildings aggregating to ` 4,521 lakhs (31 March 2021: ` 4,532 lakhs) are mortgaged against loan availed from Federal Bank Limited, Axis Finance Limited and HDFC Bank Limited (Refer note 19).
3.2. All title deeds of immovable properties are held in the name of the Company.
3.3. The Company doesn’t have any Benami property.
3.4 The company has not revalued its property, plant and equipment.
3.5. Refer note 35 a for Capital Commitments
Corporate Overview
Management Reports

4a Capital work-in-progress
31 March 2022 31 March 2021
Capital work-in-progress 20 -
20 -
Capital work-in-progress ageing schedule
Particulars Amount in Capital work-in-progress for a period of Total

Less than 1 year 1-2 years 2-3 years More than 3
years
Balance as at 31 March 2022
Projects in progress 20 - - - 20
Projects temporarily suspended - - - - -
4b Intangible assets under development
31 March 2022 31 March 2021
Intangible assets under development 95 -
95 -
Intangible assets under development ageing schedule
Particulars Amount in Capital work-in-progress for a period of Total

Less than 1 year 1-2 years 2-3 years More than 3
years
Balance as at 31 March 2022
4.1 The Company doesn’t have any Capital work-in-progress and Intangible assets under development which is overdue
or exceeded its cost compared to its original plan and hence Capital work-in-progress and Intangible assets under
development completion schedule is not applicable.
4.2. Refer note 35.a for Capital Commitments
5 Right-of-use assets
31 March 2022 31 March 2021
Right-of-use assets 63 146
63 146


Particulars Office equipment Vehicles Total
Balance as at 1 April 2020 212 167 379
Additions 7 - 7
Disposals - - -
Balance as at 31 March 2021 219 167 386
Additions - - -
Disposals - (35) (35)
Accumulated depreciation
Balance as at 1 April 2020 102 47 149
Depreciation expense 42 49 91
Disposals - - -
Depreciation expense 32 39 71
Disposals - (23) (23)
Net carrying amount
As at 31 March 2021 76 70 146
As at 31 March 2022 44 19 63
5.1 Refer note 39 for additional information about leases
6 Other intangible assets
31 March 2022 31 March 2021
Software 48 23
48 23
Particulars Software
Balance as at 1 April 2020 105
Additions 11
Disposals -
Balance as at 31 March 2021 116
Additions 37
Disposals -
Accumulated amortisation
Balance as at 1 April 2020 79
Amortisation expense 14
Disposals -
Amortisation expense 12
Disposals -
Net carrying amount
As at 31 March 2021 23
As at 31 March 2022 48

Corporate Overview
Management Reports

7 Non-current investments
Particulars Face value As at 31 March 2022 As at 31 March 2021

per share No. of Shares Amount No. of Shares Amount
I. Quoted investments
a. Investments in equity instruments at cost
i. Subsidiary companies
Rane (Madras) Limited (refer note 7.1) ` 10 11,672,774 25,632 9,972,816 21,632
Rane Engine Valve Limited ` 10 3,683,054 9,480 3,683,054 9,480
Rane Brake Lining Limited (refer note 7.3) ` 10 3,867,440 2,965 3,687,440 1,838
Total quoted investments 38,077 32,950
II. Unquoted investments
a. Investments in equity instruments at cost
i. Subsidiary companies
Rane Holdings America Inc. $1 20,000 10 20,000 10
Rane Holdings Europe GmbH €1 25,000 19 25,000 19
Rane t4u Private Limited (refer note 7.4)
a. In equity shares ` 10 17,749,174 910 1,167,000 127
b. In compulsorily convertible preference shares ` 10 27,850,000 312 27,850,000 1,228
[Net of impairment ` 1781 lakhs (31 March 2021: `1,557
lakhs)]
Share warrants
Rane (Madras) Limited (refer note 7.1) - 1,000
Rane Engine Valve Limited (refer note 7.2) 375 -
ii. Joint venture / associate entities
ZF Rane Auotomotive India Private Limited (Formerly ` 10 4,281,740 2,285 4,369,123 2,332
known as Rane TRW steering systems Private Limited)
(refer note 7.5)
Rane NSK Steering Systems Private Limited ` 10 8,771,000 1,012 8,771,000 1,012
b. Investments in equity (designated as FVOCI)
Autotech Fund I, L.P (refer note 7.6) 4,452 4,452
Wellingdon Corporate Foundation ` 10 60 - 60 -
Total unquoted investments 9,375 10,180
Total non-current investments 47,452 43,130
Aggregate book value of quoted investments 38,077 32,950
Aggregate market value of quoted investments 73,572 76,084
Aggregate carrying value of unquoted investments 9,375 10,180
Aggregate amount of impairment in value of investments (3,338) (1,557)
Notes:
7.1 During the year ended 31 March, 2022, the Company acquired 16,99,958 equity shares of ` 10 each fully paid up in Rane (Madras)
Limited (“RML”) pursuant to conversion of 16,99,958 warrants for an aggregate consideration of `4,000 lakhs (including the
warrant exercise price of `3,000 Lakhs).
7.2 During the year ended 31 March 2022, Rane Engine Valve Limited, subsidiary company (“REVL”), allotted on a preferential basis
to the Company, 5,15,463 share warrants at a an issue price of `291/- each, compulsorily convertible into 5,15,463 equity shares
having a face value of `10/- each, upon payment of the total consideration of `1,500 lakhs in one or more tranches. The Company
had paid 25% of the above issue price amounting to `375 lakhs during the year towards subscription of the said share warrants.


As on 31 March , 2022, the company has compared the carrying value of its investment in a subsidiary with the market value of
such investment and noted the need for impairment assessment.Consequently, the management has assessed the recoverable
amount of the investment in subsidiary based on the present value of the future cash flows expected to be derived from the
investment. The recoverable amount is established to be higher than the carrying amount of investment and hence no impairment
was required to be recognised as at 31 March, 2022.
7.3 During the year ended 31 March 2022, the Company has acquired 1,80,000 equity shares of Rane Brake Lining Limited (“RBL”), a
subsidiary company at prevailing market prices aggregating to `1,127 Lakhs through the Open market purchase.
7.4 During the year ended 31 March 2022, the Company has acquired 2,45,574 equity shares of Rane t4u Private Limited ("Rt4u"), a
subsidiary company for a cash consideration of `14 Lakhs from existing shareholders of Rt4u and has acquired 1,63,33,660 equity
shares by subscribing to Rights Issue(s) for an aggregate consideration of `1634 Lakhs.
As per requirements of Ind AS 36, the Company has assessed the recoverable value of its total investment, loans and other
financial assets in its subsidiary and has accordingly recorded for an impairment loss amounting to `1,781 lakhs during the
year ended 31 March 2022 (31 March 2021 `1,557 Lakhs) . In order to carry out this assessment, the management determined
the recoverable value of investments, based on the fair value less cost to sell model. This involved significant judgements and
estimates including determination of comparable companies and transactions, implied market multiples and projected revenue.
The key assumptions used in the estimation of the recoverable value are set out below:
Assumptions
Enterprise value to sales multiple 1.08
Projected revenue growth rate 43%
The changes in the following assumptions in isolation of other assumptions and used in the impairment assessment would lead
to a change in the fair value less cost to sell and consequently an additional impairment as at 31 March 2022 as noted below:
Particulars Amount
Decrease in enterprise value to sales 68
multiple by 10%
Decrease in projected revenue by 10% 21
7.5 On 30 December 2021, the company’s transferred 87,383 (nos.) equity shares representing 1% of the total shareholding in ZF
Rane Automotive India Private Limited (“ZRAI”) a joint venture/associate entity for a consideration of `2,016 Lakhs. Corresponding
gain from such transfer aggregating to Rs. 1,970 Lakhs has been disclosed as 'Other income' (refer note: 27).
7.6 The Company designated the investments shown below as equity investments at FVOCI because these equity instruments
represent investments that the Company intends to hold for long-term for strategic purposes.
Particulars Fair value at Dividend Fair value at Dividend

31 March 2022 recognised during 31 March 2021 recognised during
the year 2021-22 the year 2020-21
Investment in AutoTech Fund I, L.P ("AutoTech") 4,452 - 4,452 -
During the year ended 31 March 2022, the Company had invested an amount of `168 lakhs (`680 Lakshs in 31 March 2021) in
AutoTech towards its share of capital contribution as one of the limited partners in the fund. During the current year, the company
has received an amount of `552 lakhs (`232 Lakhs in 31 March 2021) from AutoTech towards its share of distribution of capital
arising as a result of sale of investments held by AutoTech in some of the portfolio companies. The said amount has been reduced
from the cost of investments.
8 Other financial assets
Particulars Non-current Current

As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unsecured and considered good
Security deposits 4 4 - -
Rent advance - - 5 5
Interest receivable - - - 3
4 4 5 8
8.1. The Company's exposure to credit risk and market risk are disclosed in note 41

Corporate Overview
Management Reports

9 Income tax assets (net)
31 March 2022 31 March 2021
Advance income-tax (net) (refer note 33) 420 398
10 Other non-current assets
31 March 2022 31 March 2021
Capital advance 5 3
5 3
11 Deferred tax assets / (liabilities) (net)
31 March 2022 31 March 2021
Deferred tax assets 36 38
Deferred tax liabilities (517) (534)
Deferred tax assets / (liabilities) (481) (496)
For the year ended 31 March 2022
Particulars Opening Recognised Recognised Closing

balance in P&L in OCI balance
Deferred tax assets
Provision for employee benefits 36 (1) - 35
Leases (net) 2 (1) - 1
38 (2) - 36
Deferred tax liabilities
Property, plant and equipment and Intangible assets (26) 7 - (19)
Fair valuation on equity instruments through other comprehensive income (508) - 10 (498)
(534) 7 10 (517)
Net Deferred tax assets / (liabilities) (496) 5 10 (481)
Particulars Opening Recognised Recognised Closing

balance in P&L in OCI balance
Deferred tax assets
Provision for employee benefits 47 (11) - 36
Leases (net) - 2 - 2
47 (9) - 38
Property, plant and equipment and Intangible assets (33) 7 - (26)
Fair valuation on equity instruments through other comprehensive income (20) - (488) (508)
(53) 7 (488) (534)
Net Deferred tax assets / (liabilities) (6) (2) (488) (496)


12 Current investments
Particulars As at 31 March 2022 As at 31 March 2021

NAV per Quantity Amount NAV per Quantity Amount
Unit in ` Unit in `
Unquoted investments
Investment in mutual fund - mandatorily measured at FVTPL
- Aditya Birla Sun Life Liquid Fund - Growth - - - 329 33,924 112
- Nippon India Liquid Fund - Growth Plan - - - 4,997 2,981 149
- SBI Liquid Fund Regular Growth - - - 3,203 371 12
Total unquoted investments - 273
Aggregate book value of unquoted investments - 273
Aggregate market value of unquoted investments - 273
Aggregate amount of impairment in value of investments - -
13 Trade receivables
31 March 2022 31 March 2021
Trade receivable - considered good, unsecured
i. Related parties (refer note 40) 468 1,166
ii. Others - -
Trade receivable - credit impaired - -
468 1,166
13.1 Trade receivables as at 31 March 2022
Particulars Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 years 2-3 years More than
6 months* -1 year 3 years
(i) Undisputed Trade receivables — considered good 147 - - - - 147
(ii) Disputed Trade receivables — considered good - - - - - -
Amount Not Due 311 - - - - 311
458 - - - - 458
Unbilled 10
* Amount not due was shown under less than 6 Months
13.2 Trade receivables as at 31 March 2021
Particulars Outstanding for following periods from due date of payment Total
6 months* -1 year 3 years
(i) Undisputed Trade receivables — considered good 42 - - - - 42
(ii) Disputed Trade receivables — considered good - - - - -
Amount Not Due 1,124 - - - - 1,124
1,166 - - - - 1,166
Unbilled -
* Amount not due was showed under less than 6 months
Note:
The Company’s receivables are wholly from its subsidiary companies associate and Joint venture/associate entities. The Company did not have any history
of bad debts in earlier years in respect of the receivables from the subsidiaries and Joint venture/associates entities. Further, the Company has assessed

Corporate Overview
Management Reports

that there is no credit risk and thus no allowance for impairment of trade receivables was required to be recognised.
14 a. Cash and cash equivalents
31 March 2022 31 March 2021
Cash on hand 1 -
Balances with banks in
Current account 33 38
Total 34 38
b. Bank balances other than above
31 March 2022 31 March 2021
Balances with banks in earmarked accounts - unclaimed dividend 46 52
Total 46 52
15 Loans
31 March 2022 31 March 2021
Loan to employees 2 1
Loan to related party (refer note 34 and 40) - 300
Total 2 301
15.1. The Company's exposure to credit risk and market risk are disclosed in note 41
15.2. Amount outstanding as at the Balance sheet date and percentage of such loans and advances to the total loans and advances

Amount of loan Percentage to the total Amount of loan Percentage to the total
outstanding Loans outstanding Loans
Related Parties - - 300 99.79%
16 Other current assets
31 March 2022 31 March 2021
Prepaid expenses 235 282
Advance to suppliers 9 -
Assets relating to employee benefits - Gratuity (refer note 36) 38 15
Advances to employees 3 -
Others 25 165
Total 310 462


17 Equity Share capital
31 March 2022 31 March 2021
a. Authorised share capital:
Equity shares:
1,50,00,000 (31 March 2021: 1,50,00,000) equity shares of ` 10 each 1,500 1,500
Preference shares:
50,00,000 (31 March 2021: 50,00,000) preference shares of ` 10 each 500 500
b. Issued share capital:
c. Subscribed share capital:
1,42,77,809 (31 March 2021: 1,42,77,809) equity shares of ` 10 each fully paid-up 1,428 1,428
1,428 1,428
17.1 Reconciliation of number of shares

Number of Amount Number of Amount
shares shares
At the beginning and end of the period 1,42,77,809 1,428 1,42,77,809 1,428
The Company has one class of equity share having a par value of `10 per share. Each holder of equity share is entitled to one vote
per share. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General meeting, Repayment of capital on liquidation will be in proportion to the number of equity shares held.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
17.2 Shares held by promoters at the end of the year
Promoter name As at 31 March 2022 As at 31 March 2021 % change

during the
Number % of total Number % of total
year
of shares shares of shares shares
held held
Raman T G G 1,484,056 10.39% 1,484,056 10.39% 0.00%
Ganesh L & Meenakshi Ganesh 719,096 5.04% 712,196 4.99% 0.05%
Lakshman L & Pushpa Lakshman 702,560 4.92% 702,560 4.92% 0.00%
Rathika R Sundaresan 625,066 4.38% 625,066 4.38% 0.00%
Geetha Raman Subramanyam 625,065 4.38% 625,065 4.38% 0.00%
Ranjini R Iyer 625,065 4.38% 625,065 4.38% 0.00%
Meenakshi Ganesh & Ganesh L 305,430 2.14% 305,430 2.14% 0.00%
Vanaja Aghoram 275,635 1.93% 275,635 1.93% 0.00%
Lakshman L (Huf) 216,986 1.52% 216,986 1.52% 0.00%
Pushpa Lakshman & Lakshman L 195,199 1.37% 195,199 1.37% 0.00%
Ganesh L (Huf) 191,907 1.34% 191,907 1.34% 0.00%
Shanthi Narayan 144,924 1.02% 144,924 1.02% 0.00%
Harish Lakshman 139,817 0.98% 124,817 0.87% 0.11%
Aditya Ganesh 114,281 0.80% 114,281 0.80% 0.00%
Vinay Lakshman 106,698 0.75% 106,698 0.75% 0.00%

Corporate Overview
Management Reports

Promoter name As at 31 March 2022 As at 31 March 2021 % change
during the
Number % of total Number % of total
year
of shares shares of shares shares
held held
Aparna Ganesh 68,511 0.48% 68,511 0.48% 0.00%
Rama R Krishnan 61,452 0.43% 61,452 0.43% 0.00%
Malavika Lakshman 21,222 0.15% 18,722 0.13% 0.02%
Rekha Sundar 15,610 0.11% 15,610 0.11% 0.00%
Chitra Sundaresan 8,109 0.06% 8,109 0.06% 0.00%
Pravin Kumar 2,800 0.02% 2,800 0.02% 0.00%
Keshav Harish Lakshman 100 0.00% 100 0.00% 0.00%
17.3 Details of shares held by each shareholder holding more than 5 percent of equity shares in the Company:
Class of shares / Name of the share holder As at 31 March 2022 As at 31 March 2021
No of shares % of holding No of shares % of holding
held in shares held in shares
Fully paid up equity shares
1. Raman T G G 14,84,056 10.39% 14,84,056 10.39%
2.Ganesh L & Meenakshi Ganesh 7,19,096 5.04% 7,12,196 4.99%
3. Sundaram Mutual Fund 2,16,660 1.52% 10,12,935 7.09%
17.4 Information regarding issue of shares in the last five years

a. The Company has not issued any shares without payment being received in cash.
b. The Company has not issued any bonus shares.
c. The Company has not undertaken any buyback of shares.
18 Other equity
31 March 2022 31 March 2021
General reserve 31,526 31,526
Securities premium 4,433 4,433
Capital redemption reserve 550 550
Retained earnings 10,616 7,217
Equity instruments through OCI 1,990 1,702
49,115 45,428
a. General reserve
31 March 2022 31 March 2021
Balance at the beginning of the year 31,526 31,526
Balance at the end of the year 31,526 31,526
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies
Act , 2013 (the Act) and rules made thereunder.


b. Securities premium
31 March 2022 31 March 2021
4,433 4,433
Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the
provisions of the Companies Act, 2013 (the Act) for specified purposes.
c. Capital redemption reserve
31 March 2022 31 March 2021
Capital redemption reserve 550 550
550 550
The Companies Act requires that where a Company purchases its own shares out of free reserves or securities premium account, a sum
equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such
transfer shall be disclosed in the balance sheet. The capital redemption reserve account may be applied by the Company, in paying up
unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. The Company established
this reserve pursuant to the redemption of preference shares issued in earlier years.
d. Retained earnings
31 March 2022 31 March 2021
Profit for the year 3,388 136
Other comprehensive income arising from remeasurement of defined benefit obligation, (net of tax) 11 49
Payment of dividends - (571)
The above represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in
the respective years. The balance in retained earnings can be utilized for distribution of dividend by the Company considering the
requirements of the Companies Act, 2013 and other local laws.
Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of
defined benefit obligations, net of tax, amounting to `22 lakhs as at 31 March 2022 (31 March 2021: `33 lakhs)
In respect of the year ended 31 March, 2022, the directors proposed a dividend of ` 12 per share be paid to all holders of fully paid
equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as
a liability in these financial statements. The total estimated equity dividend to be paid is `1,713 Lakhs.
e. Equity instruments through OCI
31 March 2022 31 March 2021
Balance at the beginning of the year 1,702 412
Net gain/(loss) Equity instruments through OCI (net of tax) 288 1,290
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive
income. These changes are accumulated within equity. The Company transfers amounts therefrom to retained earnings when the
relevant equity securities are derecognised.

Corporate Overview
Management Reports

19 Borrowings

Term loans
From banks
Secured loans 482 819 536 500
From others
Secured loans 5,150 5,791 750 582
5,632 6,610 1,286 1,082
Summary of borrowing arrangements
Particulars As at As at Details
31 March 2022 31 March 2021
1. Term loan from Tata Capital - 273 The loan was availed during the year ended 31 March
Financial Services Limited [TCFSL] 2020. The loan is repayable in 11 equal quarterly
(Loan 2) Installments commencing from January 2020.During
the year ended 31 March 2022, the company made
a prepayment in addition to regular repayment
Installments and closed the loan
2. Term loan from Tata Capital - 600 The loan was availed during the year ended 31 March
Financial Services Limited [TCFSL] 2020. The loan is repayable in 10 equal quarterly
(Loan 3) Installments commencing from June 2020.During
the year ended 31 March 2022, the company made
a prepayment in addition to regular repayment
Installments and closed the loan
3. Term loan from Federal Bank 461 692 The loan was availed during the year ended 31 March
Limited (Loan 1) 2020 in multiple tranches. The loan is repayable in 16
equal quarterly Installments commencing from June
2020 with 12 months of moratorium period.
4. Term loan from Federal Bank 377 627 The loan was availed during the year ended 31 March
Limited (Loan 2) 2020 in multiple tranches. The loan is repayable in
16 equal quarterly Installments commencing from
September 2020 with 12 months of moratorium period.
5. Term loan from Axis Finance 5,900 5,500 The Company has availed the Term loan of ` 5,900
Limited Lakhs in multiple tranches from Axis Finance Limited.
The loan is repayable in 20 unequal quarterly
Installments commencing from September 2022 with
18 months of moratorium period.
6. HDFC Bank Limited 180 - During the year ended 31 March 2022, the Company
has availed the term Loan of ` 180 Lakhs from HDFC
Bank Limited.The loan is repayable in 20 equal
quarterly Installments commencing from June 2022 .
Less: Current maturities (1,286) (1,082)
Total 5,632 6,610
The interest rate range from 5.79% p.a to 9.65% p.a (31 March 2021: 5.72% p.a to 9.65% p.a).
The term loans outstanding as at 31 March 2022 which are availed from Federal Bank Limited and HDFC Bank Limited are
secured by a Pari-passu charge created on the Company’s land located at Teynampet, Chennai and loan availed from Axis
Finance Limited is secured by a first charge created on the Company’s land and building located at Perungudi, Chennai.
Utilisation of borrowed funds and share premium
Term loans were applied for the purpose for which the loans were obtained.
The Company has not been declared as wilful defaulters by any Bank or Financial institutions or government or any
government authority.


Breach of loan agreement
There is no breach of loan agreements.
Reconciliation of movements of liabilities to cash flows arising from financing activities
31 March 2022 31 March 2021
Opening balance 7,692 3,297
Changes from financing cash flows
Repayment of Borrowings (1,373) (1,264)
Proceeds from Borrowings 599 5,658
Others - 1
Closing balance 6,918 7,692
20 Lease liabilities

Lease Liability (refer note 39) 10 76 56 76
10 76 56 76
21 Other financial liabilities
Particulars Current
As at As at
31 March 2022 31 March 2021
Employee related dues 169 21
Commision payable 94 59
Unclaimed dividends 46 52
Capital creditors (refer note 21.4 and note 22.1.a) 159 5
Interest accrued but not due on borrowings 1 4
Others (refer note 21.1) 59 61
528 202
21.1 Others include an accrued amount of `59 Lakhs in the earlier years towards arrears of lease rent for the land taken
under lease.
21.2 The Company doesn’t have any non current other financial liabilities
21.3 The Company's exposure to credit and liquidity risk related to other financial liability is disclosed in note 41
21.4 Capital creditors includes an amount of ` 135 lakhs (31 March 2021 : ` Nil ) due to Micro Small and Medium Enterprises
22 Trade payables
31 March 2022 31 March 2021
a. Total outstanding dues of micro enterprises and small enterprises 79 -
b. Total outstanding dues of creditors other than micro enterprises and small enterprises 171 217
250 217
Based on, and to the extent of information received from the suppliers regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED Act) there are no dues pending more then 45 days to micro and small enterprises as at
31 March 2021 and as at 31 March 2022
The Company's exposure to credit and liquidity risk related to trade payables is disclosed in note 41

Corporate Overview
Management Reports

Particulars As at 31 March 2022

Outstanding for following periods from due date of payment* Total
Less then 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 79 - - - 79
(ii) Others 123 - - - 123
(iii) Disputed dues — MSME - - - - -
(iv) Disputed dues — Others - - - - -
202 - - - 202
Unbilled Dues 48
Particulars As at 31 March 2021

Outstanding for following periods from due date of payment* Total
Less then 1 year 1-2 years 2-3 years More than 3 years
(i) MSME - - - - -
(ii) Others 180 - - - 180
180 - - - 180
Unbilled Dues 37
22.1 Micro and Small Enterprises :
31 March 2022 31 March 2021
The amount remaining unpaid to any supplier at the end of year;
- Principal 214 -
- Interest - -
The amount of interest paid in terms of section 16 of MSMED Act along with the amount of - -
payment made to suppliers beyond the appointed day during the year:
The amount of interest due and payable for principal paid during the year beyond the - -
appointed day but without adding the interest specified under the MSMED Act:
The amount of interest accrued and remaining unpaid at the end of year; - -
The amount of further interest remaining due and payable even in the succeeding year, - -
until such date when interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as deductible expenditure under Section 23 of the MSMED Act.

22.1.a. Amount due to MSME as on 31 March 2022 `214 Laksh (31 Mar 2021 - ` Nil ) represents amount payable towards trade payables
of `79 lakhs (31 March 2021 - ` Nil) and amount due to capital creditors `135 lakhs (31 March 2021 - ` Nil)
23 Provisions

Provision for leave encashment 122 100 44 44
122 100 44 44
24 Current tax liabilities (net)
31 March 2022 31 March 2021
Current tax liabilities (net) - 250
- 250


25 Other current liabilities
31 March 2022 31 March 2021
Statutory dues 151 175
151 175
26 Revenue from operations

31 March 2022 31 March 2021
Service fee 3,317 2,809
Trade mark fee 3,880 2,944
Dividend income 1,683 755
8,880 6,508
The table below presents disaggregated revenues from contracts with customers based on location of the customers:

31 March 2022 31 March 2021
Revenue by geography
1. India 8,700 6,477
2. Outside India 180 31
Total revenue from contracts with customers 8,880 6,508
As per the management, the above disaggregation best depicts the nature, amount, timing and uncertainty of how
revenues and cash flows are affected by industry, market and other economic factors.
27 Other income

31 March 2022 31 March 2021
Gain on current investments mandatorily measured at FVTPL 17 14
Gain on disposal of property, plant and equipment (net) 8 -
Interest income earned on financial assets
Interest on bank deposit - 2
Interest on loan 48 3
Interest on tax refund - 31
Income relating to financial guarantees - 30
Other non-operating income 1 11
Profit on sale of non current investment(refer note 7.5) 1,970 -
2,044 91
28 Employee benefits expense

31 March 2022 31 March 2021
Salaries, wages and bonus 1,473 1,114
Contribution to:
Provident and other fund (refer note 36) 82 77
Superannuation fund (refer note 36) 23 19
National pension scheme 24 23
Gratuity fund (refer note 36) 30 37
Staff welfare expenses 69 39
1,701 1,309

Corporate Overview
Management Reports

29 Finance costs

31 March 2022 31 March 2021
Interest costs:
- Interest on loans 569 297
- Interest on lease liabilities 9 12
- Other interest 12 -
590 309
30 Depreciation and amortisation expenses

31 March 2022 31 March 2021
Depreciation on property, plant and equipment 226 201
Depreciation of right-of-use assets 71 91
Amortisation of intangible assets 12 14
309 306
31 Other expenses

31 March 2022 31 March 2021
Power and fuel 31 27
Rent expense (Refer note 39) 14 13
Travelling and conveyance 47 19
Repairs and maintenance
- Buildings 113 77
- Others 45 49
Insurance 95 76
Rates and taxes 26 33
Payment to auditors (Refer note 31.1) 19 19
Directors' sitting fees 15 2
Information systems expenses 675 654
Loss on disposal of property, plant and equipment (net) - 1
Professional charges 468 404
Corporate social responsibility expenditure (Refer note 31.2) 51 55
Chairman emeritus & CMD commission (Refer note 40) 94 112
Miscellaneous expenses 84 79
1,777 1,620
31.1 Payment to auditors (excluding taxes)*

31 March 2022 31 March 2021
For statutory audit 12 12
For taxation matters 1 1
For limited review 5 4
For certification fee 1 2
19 19
* includes amount of ` Nil (31 March 2021: ` 3 lakhs) paid / payable to a firm other than B S R & Co. LLP.


31.2 Amount Spent on Corporate social responsibility activities

31 March 2022 31 March 2021
(i) Amount required to be spent by the company during the year 51 55
(ii) Amount of expenditure incurred (including carry forward from earlier periods)
(a) Construction/acquisition of any asset - -
(b) On purposes other than (a) above
(i) Promotion of Education - 68
(ii) Healthcare 1 39
(iii) Community Development - 3
(iv) Others 1 -
(v) Utilisation of carry forward from earlier periods 55 -
(iii) shortfall/(excess) at the end of the year (6) (55)
(iv)) total of previous year’s shortfall - -
(v) reason for shortfall NA NA
(vi) details of related party transactions Refer note 31.2.1 Refer note 31.2.1
(vii) where a provision is made with respect to a liability incurred by entering into a contractual - -
obligation, the movements in the provision during the year shall be shown separately.
31.2.1.The above expenditure includes contribution to Rane Foundation of ` Nil (31 March 2021 ` 68 Lakhs)
31.3 Other Statutory requirements
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company doesnt have not any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
c. The Company has no transactions with struck off companies during the year
d. The Company has not advanced or loaned funds to any persons or entities, including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
1. D
irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
2. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
e. The Company has not received any fund from any persons or entities, including foreign entities with the
understanding that the Company shall:
1. D
irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
2. Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. The Company does not have any charges or satisfaction which is yet to be registered with Registar of Companies
beyond the statutory period

Corporate Overview
Management Reports

32 Ratios
Ratio Numerator Denominator 31 March 31 March %

2022 2021 Variance
(i) Current Ratio Current Assets Current Liabilities 0.37 1.12 -67%
(iI) Debt - Equity Ratio Total Debt Shareholder’s Equity 0.14 0.16 -17%
(iii) Debt Service Coverage Ratio Earnings available for debt service Debt Service 2.99 1.38 116%
(iv) Return on equity (ROE) Net Profits after taxes Average 6.96% 0.29% 2280%
Shareholder’s Equity
(v) Inventory turnover ratio Cost of goods sold OR sales Average inventory NA NA NA
(vi) Trade Receivables turnover Net Credit Sales Average Accounts 8.81 5.47 61%
ratio Receivable
(vii) Trade payables turnover ratio Net Credit Purchases Average Trade 7.61 10.09 -25%
Payables
(viii) Net capital turnover ratio Net Sales working capital (6.12) 25.65 -124%
(ix) Net profit ratio Net profit Net sales 38.15% 2.08% 1730%
(x) Return on Capital employed Earning before interest and taxes Capital employed 9.24% 3.28% 182%
(xi) Return on Investment Income generated from Mutual Investment in 3.30% 3.30% 0%
fund investment mutual fund
Reason for variance >25%

During FY 2020-21 profitability was lower due to Covid-19, hence variance was more than 25% for all the above ratios.
33 Tax reconciliation:

31 March 2022 31 March 2021
Current tax
In respect of current year 1,306 589
In respect of earlier years (Refer note 33.1) 77 771
Current tax recognised in profit or loss 1,383 1,360
Deferred tax
In respect of current year (5) 2
Deferred tax recognised in profit or loss (5) 2
Income tax recognised in profit or loss 1,378 1,362
Reconciliation of effective tax rate

31 March 2022 31 March 2021
Profit before tax 4,766 1,498
Income tax expense calculated at 25.168% (2020-21: 25.168%) 1,200 377
Effect of income chargeable at special rates (68) -
Effect of:
Dividend from subsidiaries and joint venture/associate entities (424) (190)
Non-deductible expense 593 404
Current tax for earlier years 77 771
Income tax expense recognised in profit or loss 1,378 1,362


Income tax recognised in other comprehensive income:

31 March 2022 31 March 2021
i. Current tax (110) (48)
ii. Deferred tax 10 (488)
Income tax recognised in other comprehensive income (100) (536)
33.1 In previous year 31 March 2021 Tax provision Includes amount pertaining to pending income tax litigations for
certain assessment years, which the Company has opted to settle under the Vivad Se Vishwas scheme. In view of this, the
Company has created a provision of `733 lakhs towards income-tax in respect of earlier years
34 Disclosure under Section 186(4) of the Companies Act, 2013 and as per Regulation 34(3) read with Schedule V of SEBI
(Listing obligations and disclosure requirements) Regulation, 2015
(i) Loans
Particulars 31 March 2022 31 March 2021

Opening balance 300 -
Given during the year 465 300
Repaid during the year (765) -
Closing balance - 300
The Company had given loan to Rane t4u Private Limited. As per the terms of the agreement, the loan is to be utilised to meet the working capital
requirements of the subsidiary. The loan carries an interest of 9% p.a and is repayable at the end of one year from the date of such loan.
(ii) Interest accrued on loan

Opening balance 3 -
Interest for the year 48 3
Interest received during the year (51) -
Closing balance - 3
The maximum amount of loan outstanding and interest on loan at any point in time during the year was ` 765 lakhs and ` 25 lakhs respectively.
35 Contingent liabilities
31 March 2022 31 March 2021
Claims against the Company not acknowledged as debts
Income tax matters 112 95
Customs matters 6 6
35.a Commitments and guarantees
31 March 2022 31 March 2021
Estimated amount of contracts remaining to be executed on capital account (net of advance) 125 14
Uncalled liability on investment in Auto Tech I, L.P 360 515
Balance amount payable towards preferential allotment of shares warrants issued by REVL 1,125 -
Balance amount payable towards preferential allotment of shares warrants issued by RML - 3,000

Corporate Overview
Management Reports

36 Employee benefit plans
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense
recognised in relation to these schemes represents the value of contributions payable during the period by the Company
at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the
prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund
In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of
the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both
employees and the Company make monthly contributions at a specified percentage of the covered employees’
salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the
superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees’ salary to LIC every year. Such contributions are
recognised as an expense as and when incurred. The Company does not have any further obligation beyond this
contribution.
The total expense recognised in profit or loss of ` 105 Lakhs (for the year ended 31 March 2021: ` 96 Lakhs) represents
contributions payable to these plans by the company at rates specified in the rules of the plans. As at 31 March 2022,
contributions of ` 18 Lakhs (as at 31 March 2021: ` 16 Lakhs) had not been paid. The amounts were paid subsequent
to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The
plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination
of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs
upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India
(LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and
salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined
by reference to government/high quality bond yields; if the return on plan asset is below this rate, it
will create a plan deficit.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset
by an increase in the return on the plan's debt investments.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries
of plan participants. As such, an increase in the salary of the plan participants will increase the plan's
liability.
The following table summarises the position of assets and obligations relating to the plans:
31 March 2022 31 March 2021
Present value of defined benefit obligation 598 535
Fair value of plan assets 636 550
Net (asset) / liability recognised in the balance sheet (38) (15)
Non-current liability/(asset) - -
Current liability/(asset) (38) (15)


(i) Movement in present values of defined benefit obligations
31 March 2022 31 March 2021
Opening defined benefit obligation 535 551
Current service cost 32 36
Interest cost 39 36
Actuarial (gain) / loss (13) (65)
Transfer In 50 -
Transfer Out (31) -
Benefits paid (14) (23)
Closing defined benefit obligation 598 535
(ii) Movements in the fair value of the plan assets
31 March 2022 31 March 2021
Opening fair value of plan assets 550 527
Interest income 41 35
Remeasurement gain / (loss):
Return on plan assets (excluding amounts included in net interest expense) 2 1
Contributions from the employer 38 10
Transfer In 50 -
Transfer Out (31) -
Closing fair value of plan assets 636 550
(iii) Amounts recognised in statement of profit and loss and Other comprehensive income in respect of these defined
benefit plans are as follows:
31 March 2022 31 March 2021
Net interest (income)/expense (2) 1
Components of defined benefit costs recognised in profit or loss 30 37
Remeasurement on the net defined benefit liability :
Return on plan assets (excluding amounts included in net interest expense) (2) (1)
Actuarial (gains) / losses on plan obligations (13) (65)
Components of defined benefit costs recognised in other comprehensive income (15) (66)
The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’ line item in the statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
(iv) The principal assumptions used for the purposes of the actuarial valuations were as follows.
31 March 2022 31 March 2021
Discount rate 7.30% 6.90%
Salary escalation 8.00% 8.00%
Attrition 3.00% 3.00%
Notes:
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the
obligations.
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
(iii) The entire plan assets are managed by Life Insurance Corporation of India (LIC).


Corporate Overview
Management Reports

Sensitivity analysis
Change in assumption 31 March 2022 31 March 2021

A. Discount rate + 50 BP 7.80% 7.40%
Defined Benefit Obligation 586 525
B. Discount rate - 50 BP 6.80% 6.40%
C. Salary escalation rate +50 BP 8.50% 8.50%
D. Salary escalation rate -50 BP 7.50% 7.50%
E. Attrition rate +50 BP 3.50% 3.50%
F. Attrition -50 BP 2.50% 2.50%
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase
and attrition. The sensitivity analyses have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely
that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using
the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit
obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
Defined benefit liability and employer contributions
The weighted average duration of the defined benefit obligation is 4.2 years (2021 - 4.8 years). The expected maturity analysis of
undiscounted gratuity is as follows:

Year 1 300 265
Year 2 98 91
Year 3 13 18
Year 4 65 9
Year 5 16 29
Next 5 years 170 137
37 Earnings per share

31 March 2022 31 March 2021
Profit attributable to the equity holders (` Lakhs) 3,388 136
Weighted average number of equity shares 1,42,77,809 1,42,77,809
a. Basic Earning per share (`) 23.73 0.95
b. Diluted Earnings per share (`) 23.73 0.95


38 Segment reporting
The Company holds strategic investments in subsidiaries and Joint venture/associates (collectively called “the Group”)
that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological
services for Transportation industry and also provides consultancy and other services to the Group.Segment reporting
information is provided in Consolidated financial statement of the Group.
39 Leases
A. The following is the breakup of currrent and non current lease liabilities
31 March 2022 31 March 2021
Current lease liabilities 56 76
Non-current lease liabilities 10 76
Total 66 152
B. The following is the movement in lease liabilities

31 March 2022 31 March 2021
Balance as on 1 April 2021 / 2020 152 227
Additions/(Deletions) (13) 7
Finance costs accrued during the year 9 12
Balance as on 31 March 2022 / 2021 66 152
C. The table below provides details regarding the contractual maturities of lease liabilities as at 31 March 2022 on an
undiscounted basis:
31 March 2022 31 March 2021
Less than one year 60 82
One to five years 10 77
Total 70 159
D. Amounts recognized in statement of profit and loss

31 March 2022 31 March 2021
Interest on lease liabilities 9 12
Expenses relating to short-term leases recognised in other expenses 14 13
E. Amounts recognized / disclosed in Cash flow statement

31 March 2022 31 March 2021
Total cash outflows for leases 82 94

Corporate Overview
Management Reports

40 Related party disclosures
Description of relationship Name of the related party

List of related parties where control exists - Subsidiaries Rane (Madras) Limited
Rane Engine Valve Limited
Rane Holdings America Inc.
Rane (Madras) International Holdings B.V
Rane Light Metal Castings Inc
Rane Holdings Europe GmbH
Rane t4u Private Limited
Joint venture/associate entities ZF Rane Automotive India Private Limited(Formerly known as
Rane TRW steering systems Private Limited)
Rane NSK Steering Systems Private Limited
Other related parties where transactions have taken place
Key Management Personnel (KMP) Mr. L Ganesh
Mr. Harish Lakshman
Relative of KMP Mr. L Lakshman
Enterprises over which KMP or relatives of KMP can exercise Rane Foundation
significant influence
Post employment benefit plans Rane Holdings Limited Gratuity Fund
Rane Holdings Limited Senior Executives Superannuation Fund

108
Details of related party transactions and balances:

Description Subsidiaries Joint venture/ Key Management Relative of KMP Enterprises over Post employment
associate entities Personnel which KMP or benefit plans
relatives of KMP can

exercise significant
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Transaction during the year
Investment made
Rane (Madras) Limited 3,000 5,530 - - - - - - - - - -
Rane t4u Private Limited 1,641 - - - - - - - - - - -
Rane Engine Valve Limited 375 - - - - - - - - - - -
Loan given
Rane t4u Private Limited 465 300 - - - - - - - - - -
Loan repaid
Rane t4u Private Limited 765 - - - - - - - - - - -
Interest income -
Rane t4u Private Limited 48 3 - - - - - - - - - -
Service fees income
Rane (Madras) Limited 946 755 - - - - - - - - - -
Rane Engine Valve Limited 391 354 - - - - - - - - - -
Rane Brake Lining Limited 406 378 - - - - - - - - - -
Rane Light Metal Castings America Inc 30 31 - - - - - - - - - -
ZF Rane Automotive India Private Limited - - 810 757 - - - - - - - -
Rane NSK Steering Systems Private Limited - - 734 534 - - - - - - - -
Trademark fee income
ZF Rane Automotive India Private Limited - - 1,275 982 - - - - - - - -
Rane NSK Steering Systems Private Limited - - 1,401 1,064 - - - - - - - -
Dividend received
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Rane Holdings America Inc. 149 - - - - - - - - - - -
Income relating to financial guarantees
Rane (Madras) Limited - 30 - - - - - - - - - -
Fee paid for services received
Rane Foundation - - - - - - - - 5 - - -
Salary and other perquisites
L Ganesh - - - - 204 186 - - - - - -
Harish Lakshman - - - - 79 78 - - - - - -
Commission
L Ganesh - - - - 94 56 - - - - - -
L Lakshman - - - - - - - 56 - - - -
Sitting fees
L Lakshman - - - - - - 1 - - - - -
Advisory fee
L Lakshman - - - - - - 106 100 - - - -
Reimbursement of expenses from
Rane Brake Lining Limited 34 - - - - - - - - - - -
ZF Rane Auotomotive India Private Limited - - 21 - - - - - - - - -
Rane NSK Steering Systems Private Limited - - 34 - - - - - - - - -
Rane t4u Private Limited - - - - - - - - - - - -
Reimbursement of expenses to
Rane (Madras) Limited - 7 - - - - - - - - - -
Rane Brake Lining Limited 10 - - - - - - - - - - -

CSR contributions to
Corporate Overview
Management Reports
109
110
influence

2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Rane Foundation - - - - - - - - - 68 - -
Contribution to post employment benefit plan
Rane Holdings Limited Gratuity Fund - - - - - - - - - - 30 37
Rane Holdings Limited Senior Executives - - - - - - - - - - 23 19
Superannuation Fund
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Balance as at 31 March
Commission payable
L Ganesh - - - - 94 56 - - - - - -
L Lakshman - - - - - - - 3 - - - -
Loan receivable
Rane t4u Private Limited - 300 - - - - - - - - - -
Interest receivable
Rane t4u Private Limited - 3 - - - - - - - - - -
Trade receivables
ZF Rane Auotomotive India Private Limited - - 107 308 - - - - - - - -
Rane NSK Steering Systems Private Limited - - 139 380 - - - - - - - -
Rane t4u Private Limited - - - - - - - - - - - -
Investment in equity shares
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Rane (Madras) Limited 25,632 21,632 - - - - - - - - - -
Rane Engine Valve Limited 9,480 9,480 - - - - - - - - - -
Rane Brake Lining Limited 2,965 1,838 - - - - - - - - - -
Rane t4u Private Limited (refer note 7.4) 910 127 - - - - - - - - - -
Rane Holdings America Inc. 10 10 - - - - - - - - - -
Rane Holdings Europe GmbH 19 19 - - - - - - - - - -
ZF Rane Automotive India Private Limited - - 2,285 2,332 - - - - - - - -
Rane NSK Steering Systems Private Limited - - 1,012 1,012 - - - - - - - -
Investment in compulsorily convertible
preference shares
Rane t4u Private Limited (refer note 7.4) 312 1,228 - - - - - - - - - -
Share warrants
Rane (Madras) Limited - 1,000 - - - - - - - - - -
Remuneration to Key Management Personnel

31 March 2022 31 March 2021
Short term benefits paid 359 311
Other Long term benefits paid 18 9
Total 377 320
Note: As the future liabilities of gratuity and compensated absences are provided on an actuarial basis for the company as a whole, the amounts pertaining to key managerial person is not ascertainable separately
and therefore, not included above.

Corporate Overview
Management Reports
111

41 Financial instruments
41.1 Capital management
The Company manages it’s capital to ensure that it will be able to continue as a going concern while maximising the
return to stakeholders through the optimization of the debt and equity balance. The Company is not subject to any
externally imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalent as detailed in
notes 19 and 14.a) and total equity of the Company.
41.1.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:
31 March 2022 31 March 2021
Debt * 6,918 7,692
Cash and cash equivalents (34) (38)
Net debt 6,884 7,654
Total equity** 50,543 46,856
Net debt to equity ratio (in times) 0.14 0.16
* Debt is defined as long-term borrowings (including current maturities)

** Equity includes all capital and reserve of the Company.
41.2 Fair value measurements
Financial instrument by category
Particulars As at 31 March 2022 As at 31 March2021

FVTPL FVOCI Amortised FVTPL FVOCI Amortised
Cost Cost
Financial assets
Loans - - 2 - - 301
Investments in equity instruments - 4,452 - - 4,452 -
Trade receivables - - 468 - - 1,166
Cash and cash equivalents - - 34 - - 38
Bank balances other than above - - 46 - - 52
Other financial assets (excluding investments) - - 9 - - 12
Mutual fund investments (mandatorily measured at FVTPL) - - - 273 - -
Total Financial Assets - 4,452 559 273 4,452 1,569
Borrowings - - 6,918 - - 7,692
Trade payables - - 250 - - 217
Lease liability - - 66 - - 152
Other financial liabilities - - 528 - - 202
Total Financial Liabilities - - 7,762 - - 8,263
Note:
1. Investment in subsidiaries joint venture / associate entities of ` 43,000 Lakhs (` 38,678 Lakhs) is shown at cost (net off impairment) in balance sheet as
per the Ind AS 27 “ Separate Financial Statements”
2. The Company has not separately disclosed the fair values of financial instruments such as loans, trade receivables, cash and cash equivalents, other bank
balances, other financial assets, borrowings, trade payables, lease liability and other financial liabilities because their carrying amounts are at reasonable
approximation of fair value.

Corporate Overview
Management Reports

41.2.1 The below table summarises the fair value hierarchy of the financial assets/liabilities:
Particulars As at As at Fair Value Hierarchy Valuation technique

31 March 2022 31 March 2021 (Level 1,2,3)*
a. Mutual fund investments - 273 2 Fair value is determined based
(unquoted) (mandatorily on Net Assets Value published by
measured at FVTPL) respective funds.
b. Investments in equity 4,452 4,452 3 Fair value of the investment is
instruments measured at determined based on the fair
FVOCI value of the net assets as furnished
by the fund which inturn is
determined using various significant
unobservable inputs including
the purchase price, developments
concerning the investee company of
the fund subsequent to acquisition,
data and projections of investee
company etc. The estimated fair
value would increase or decrease
depending upon changes to such
inputs.
Total 4,452 4,725
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values:
Particulars Amount
Balance at 1 April 2020 2,195
Net change in fair value (unrealised) 1,809
(Sale) / Purchase (net) 448
Balance at 31 March 2021 4,452
Net change in fair value (unrealised) 384
(Sale) / Purchase (net) (384)
There have been no transfers among Level 1, Level 2 and Level 3 during the year ended 31 March 2022 and 31 March 2021.
* Fair value hierarchy (Level 1,2,3)
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
41.3 Financial risk management
The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market
risk, credit risk and liquidity risk.
41.4 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices.


The Company is exposed to equity price risks arising from its investments in equity investments. However all the equity
investments in group companies are strategic in nature and held for long term period rather than for trading purposes.
41.5 Foreign currency risk management
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company currently does not hedge or use derivative financial instruments to mitigate
foreign exchange related risk exposures.
The carrying amounts of the Company’s foreign currency denominated monetary assets at the end of the reporting
period are as follows:

In equivalent In Foreign In equivalent In Foreign
` (Lakhs) Currency ` (Lakhs) Currency
(Lakhs) (Lakhs)
Financial assets
Investments - USD 4,452 59 4,452 61
Trade receivables - USD 17 0.22 19 0.25
Total 4,469 59 4,471 61
41.5.1 Foreign currency sensitivity analysis
The following table details the Company’s sensitivity to a 5% increase and decrease against the relevant foreign
currencies. 5% is the sensitivity rate used and represents management’s assessment of the reasonably possible change
in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the period end for a 5% change in foreign currency rates. A negative number below
indicates a decrease in profit or equity where the Indian Rupee strengthens by 5% against the relevant currency. For a 5%
weakening of the Indian Rupee against the relevant currency, there would be a opposite impact on the profit or equity.
Particulars Impact on profit or loss for the year Impact on total equity as at the end
of the reporting period
Strengthening Weakening Strengthening Weakening
2021-22
USD (1) 1 (223) 223
2020-21
USD (1) 1 (223) 223
41.6 Interest rate risk management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
41.6.1 Interest rate sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to interest rates for borrowings at the
end of the reporting period. The analysis is prepared assuming the amount of the liability outstanding at the end of
the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used and represents
management’s assessment of the reasonably possible change in interest rates.
If interest rate had been 50 basis points higher / lower and all other variables were held constant, the Company’s profit
for the year ended 31 March 2022 would decrease / increase by `35 Lakhs (31 March 2021 ` 38 Lakhs). This is mainly
attributable to the Company’s exposure to interest rates on its variable rate borrowing.
41.7 Equity price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the
reporting period.

Corporate Overview
Management Reports

If the fair value had been 1% higher / lower, profit for the year ended 31 March 2022 would increase / decrease by
`45 Lakhs (31 March 2021: ` 45 Lakhs) as a result of the changes in fair value of equity investments which have been
irrevocably designated at FVOCI.
41.8 Credit risk management
The Company’s receivables are wholly from its subsidiary companies and Joint venture/associate companies. The
Company did not have any history of bad debts in earlier years in respect of the receivables from the subsidiaries
associate and Joint venture/associates. Further, the Company has assessed that there is no credit risk and thus no
allowance for impairment of trade receivables was required to be recognised.
41.9 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an
appropriate liquidity risk management framework for the management of the Company’s short-term, medium-term
and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual
cash flows, and by matching the maturity profiles of financial assets and liabilities.
41.9.1 Liquidity and interest risk tables
The following tables detail the Company’s remaining contractual maturity for its financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To
the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of
the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to
pay.
The table below provides details regarding the contractual maturities of financial liabilities including estimated interest
payments as at 31 March 2022
Particulars Carrying Less than 1 1 - 5 years 5 or more Total contractual

amount year years cash flows
Borrowings (including current maturities) 6,918 1,785 6,530 - 8,315
Trade payables 250 250 - - 250
Lease liability 66 60 10 - 70
Other financial liabilities 528 528 - - 528
Total 7,762 2,623 6,540 - 9,163

Borrowings (including current maturities) 7,692 1,653 6,220 1,611 9,484
Trade payables 217 217 - - 217
Lease liability 152 82 77 - 159
Other financial liabilities 202 202 - - 202
Total 8,263 2,154 6,297 1,611 10,062
41.a. Prior year figures have been classified wherever necessary to conform to current year's classification


42 Approval of financial statements
The financial statements were approved for issue by the Board of Directors on 26 May 2022.




INDEPENDENT AUDITOR’S REPORT

To the Members of Rane Holdings Limited associate entities in accordance with the ethical requirements
that are relevant to our audit of the consolidated financial
Report on the Audit of the Consolidated Financial Statements statements in terms of the Code of Ethics issued by the
Opinion Institute of Chartered Accountants of India and the relevant
provisions of the Act, and we have fulfilled our other ethical
We have audited the consolidated financial statements responsibilities in accordance with these requirements. We
of Rane Holdings Limited (hereinafter referred to as the believe that the audit evidence obtained by us along with
“Holding Company”) and its subsidiaries (Holding Company the consideration of reports of the other auditors referred
and its subsidiaries together referred to as “the Group”), to in paragraph (a) of the “Other Matters” section below, is
its joint venture / associate entities, which comprise the sufficient and appropriate to provide a basis for our opinion
consolidated balance sheet as at March 31, 2022, and the on the consolidated financial statements.
consolidated statement of profit and loss (including other
comprehensive income), consolidated statement of changes Emphasis of matters
in equity and consolidated statement of cash flows for the We draw attention to:
year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting (a)
Note 9.2 to the consolidated financial statements,
policies and other explanatory information (hereinafter relating to one of the equity accounted investee
referred to as “the consolidated financial statements”). companies, wherein the component auditor has
included an emphasis of matter in their audit report on
In our opinion and to the best of our information and special purpose condensed Ind AS financial statements
according to the explanations given to us, and based on the regarding such entity’s management’s assessment of
consideration of reports of other auditors on consolidated the special warranty obligations pending the ongoing
financial statements of such subsidiaries and joint venture discussions and negotiations amongst relevant parties.
/ associate entities as were audited by the other auditors,
the aforesaid consolidated financial statements give the (b)
Note 2.5.3 to the consolidated financial statements,
information required by the Companies Act, 2013 (“Act”) which describes the economic and social consequences
in the manner so required and give a true and fair view / disruption as a result of COVID-19 which impact
in conformity with the accounting principles generally matters relating to supply chain, customer demand,
accepted in India, of the consolidated state of affairs of the commodity prices, personnel available for work etc.
Group and its joint venture / associate entities as at March
31, 2022, of its consolidated profit and other comprehensive Our opinion is not modified in respect of these matters.
income, consolidated changes in equity and consolidated Key Audit Matters
cash flows for the year then ended.
Key audit matters are those matters that, in our professional
Basis for Opinion judgment and based on the consideration of reports other
We conducted our audit in accordance with the Standards auditors on consolidated financial statements of components
on Auditing (SAs) specified under Section 143(10) of audited by them, were of most significance in our audit of
the Act. Our responsibilities under those SAs are further the consolidated financial statements of the current period.
described in the Auditor’s Responsibilities for the Audit of These matters were addressed in the context of our audit
the Consolidated Financial Statements section of our report. of the consolidated financial statements as a whole, and
We are independent of the Group and its joint venture / in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Corporate Overview
Management Reports
Description of Key Audit Matter
Impairment of assets relating to Rane Light Metal Castings In view of the significance of the matter, we applied the
Inc., USA (‘LMCA’) - a cash generating unit following audit procedures, in this area, among others to
obtain sufficient appropriate audit evidence:
Refer note 2.12(ii) and 3 to the consolidated financial
statements • Assessed the appropriateness of accounting policy for
impairment as per relevant accounting standard.
The Group has identified LMCA as a separate cash
generating unit (‘CGU’), which has a carrying value of INR • Assessed the design and implementation of key
15,476 lakhs as at March 31, 2022. internal financial controls with respect to impairment
of CGU and tested the operating effectiveness of such
Due to significant losses incurred by LMCA, there is a
controls.
risk that the carrying value of the CGU is higher than its
recoverable value as at the year end, thereby triggering • Involved our valuation specialist to assist us in
the impairment. evaluating the appropriateness of the valuation model,
the assumptions and methodologies used by the
The determination of the recoverable value of the CGU,
Company for assessing the recoverable value of the
which is based on discounted cash flows, involves
CGU.
significant judgements and estimates, including estimates
of revenue growth rate, terminal growth rate, discount rate • Evaluated the objectivity, independence and
and also those related to the possible effects of COVID-19. competence of the valuation specialist engaged by the
Group.
We have identified the assessment of impairment of CGU
as a key audit matter since it involves significant judgement • Evaluated the appropriateness of the key assumptions
in making the above estimates especially in view of the used in estimating future cash flows such as revenue
highly uncertain economic environment and hence the growth rate, discount rate, terminal growth rate,
actual results may differ from those estimated at the date including the possible effects of COVID-19. This
of approval of these financial statements. evaluation was based on our knowledge of the Group
and the industry, and observable market data, past
performances, consistency with the Board approved
plans and inquiries of the auditors of the subsidiary.
• Performed procedures in respect of sensitivity analysis
of the key assumptions used in the impairment
assessment.
• Assessed the adequacy of the disclosures relating
to impairment of CGU in the consolidated financial
statements.
Recoverability of deferred tax assets recognized in one of In view of the significance of the matter, the auditor of the
the subsidiaries of the Company subsidiary has reported that the following audit procedures
were applied, among others to obtain sufficient appropriate
Refer note 16 to the consolidated financial statements.
audit evidence:
One of the subsidiaries of the Company (Rane Engine Valve
• Reconciling tax losses/ credits and expiry dates to tax
Limited) has recognised deferred tax assets on deductible
returns;
temporary differences, unused tax losses (unabsorbed
depreciation) and for unused tax credits (MAT credit), that • Assessing the accuracy of forecasts of future taxable
it believes are recoverable. profits by comparing the assumptions, such as projected
growth rates, with business plans and assessing their
The recoverability of recognised deferred tax assets is
consistency with forecasts used for impairment testing
dependent on the subsidiary company’s ability to generate
purposes appropriately factoring the probable impact
future taxable profits sufficient to utilize the deductible
of the COVID-19 pandemic; and
temporary differences and tax losses and to set off the
unused tax credits. • Evaluating the adequacy of disclosures.
Recognition of deferred tax assets has been identified as a
key audit matter by the auditor of the subsidiary, due to the
inherent uncertainty and significant judgement involved in
forecasting the amount and timing of future taxable profits
and the reversal of temporary differences, more specifically
in light of the economic conditions associated with the
nature and duration of Coronavirus (COVID-19) pandemic.

Other Information the consolidated financial statements that give a true and
The Holding Company’s Management and Board of fair view and are free from material misstatement, whether
Directors are responsible for the other information. The due to fraud or error, which have been used for the purpose
other information comprises of reports such as Board’s of preparation of the consolidated financial statements by
report, Management discussion and analysis, Corporate the Management and Board of Directors of the Holding
Governance report and Business Responsibility report (but Company, as aforesaid.
does not include the financial statements and our auditors’ In preparing the consolidated financial statements, the
report thereon) which we obtained prior to the date of respective Management and Board of Directors of the
this Auditor’s Report and the remaining sections of Annual companies included in the Group and of its joint venture /
report, which are expected to be made available to us after associate entities are responsible for assessing the ability of
that date. each company to continue as a going concern, disclosing,
Our opinion on the consolidated financial statements does as applicable, matters related to going concern and using
not cover the other information and we do not express any the going concern basis of accounting unless the respective
form of assurance conclusion thereon. Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to
In connection with our audit of the consolidated financial do so.
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information The respective Board of Directors of the companies included
is materially inconsistent with the consolidated financial in the Group and of its joint venture / associate entities are
statements or our knowledge obtained in the audit or responsible for overseeing the financial reporting process of
otherwise appears to be materially misstated. If, based on each company.
the work we have performed and based on the work done/ Auditor’s Responsibilities for the Audit of the Consolidated
audit report of other auditors, we conclude that there is a Financial Statements
material misstatement of this other information, we are
required to report that fact. We have nothing to report on the Our objectives are to obtain reasonable assurance about
other information that we obtained prior to the date of this whether the consolidated financial statements as a whole
Auditor’s Report. are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
When we read the remaining sections of Annual Report, if opinion. Reasonable assurance is a high level of assurance,
we conclude that there is a material misstatement therein, we but is not a guarantee that an audit conducted in accordance
are required to communicate the matter to those charged with SAs will always detect a material misstatement when it
with governance and take necessary actions, as applicable exists. Misstatements can arise from fraud or error and are
under the applicable laws and regulations. considered material if, individually or in the aggregate, they
Management’s and Board of Directors’ Responsibilities for could reasonably be expected to influence the economic
the Consolidated Financial Statements decisions of users taken on the basis of these consolidated
financial statements.
The Holding Company’s Management and Board of Directors
are responsible for the preparation and presentation of As part of an audit in accordance with SAs, we exercise
these consolidated financial statements in term of the professional judgment and maintain professional skepticism
requirements of the Act that give a true and fair view of the throughout the audit. We also:
consolidated state of affairs, consolidated profit/ loss and • Identify and assess the risks of material misstatement
other comprehensive income, consolidated statement of of the consolidated financial statements, whether due
changes in equity and consolidated cash flows of the Group to fraud or error, design and perform audit procedures
including its joint venture / associate entities in accordance responsive to those risks, and obtain audit evidence
with the accounting principles generally accepted in India, that is sufficient and appropriate to provide a basis
including the Indian Accounting Standards (Ind AS) specified for our opinion. The risk of not detecting a material
under Section 133 of the Act. The respective Management misstatement resulting from fraud is higher than for
and Board of Directors of the companies included in the one resulting from error, as fraud may involve collusion,
Group and of its joint venture / associate entities are forgery, intentional omissions, misrepresentations, or
responsible for maintenance of adequate accounting records the override of internal control.
in accordance with the provisions of the Act for safeguarding
the assets of each company and for preventing and detecting • Obtain an understanding of internal control relevant to
frauds and other irregularities; the selection and application the audit in order to design audit procedures that are
of appropriate accounting policies; making judgments appropriate in the circumstances. Under Section 143(3)
and estimates that are reasonable and prudent; and the (i) of the Act, we are also responsible for expressing
design, implementation and maintenance of adequate our opinion on whether the company has adequate
internal financial controls, that were operating effectively internal financial controls with reference to financial
for ensuring accuracy and completeness of the accounting statements in place and the operating effectiveness of
records, relevant to the preparation and presentation of such controls.

Corporate Overview
Management Reports
• Evaluate the appropriateness of accounting policies From the matters communicated with those charged with
used and the reasonableness of accounting estimates governance, we determine those matters that were of
and related disclosures made by the Management and most significance in the audit of the consolidated financial
Board of Directors. statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
• Conclude on the appropriateness of the Management report unless law or regulation precludes public disclosure
and Board of Directors use of the going concern basis about the matter or when, in extremely rare circumstances,
of accounting in preparation of consolidated financial we determine that a matter should not be communicated
statements and, based on the audit evidence obtained, in our report because the adverse consequences of doing
whether a material uncertainty exists related to events so would reasonably be expected to outweigh the public
or conditions that may cast significant doubt on the interest benefits of such communication.
appropriateness of this assumption. If we conclude that
a material uncertainty exists, we are required to draw Other Matters
attention in our auditor’s report to the related disclosures (a) We did not audit the financial statements of four
in the consolidated financial statements or, if such subsidiaries including a step-down subsidiary, whose
disclosures are inadequate, to modify our opinion. Our financial statements reflect total assets (before
conclusions are based on the audit evidence obtained consolidation adjustments) of Rs. 93,013 lakhs as at
up to the date of our auditor’s report. However, future March 31, 2022, total revenues (before consolidation
events or conditions may cause the Group and its joint adjustments) of Rs. 108,326 lakhs and net cash flows
venture / associate entities to cease to continue as a (before consolidation adjustments) amounting to
going concern. Rs. 4,604 lakhs for the year ended on that date, as
considered in the consolidated financial statements.
• Evaluate the overall presentation, structure and content
The consolidated financial statements also include the
of the consolidated financial statements, including the
Group’s share of net loss (and other comprehensive
disclosures, and whether the consolidated financial
income) of Rs. 736 lakhs for the year ended March 31,
statements represent the underlying transactions and
2022, in respect of two of its joint venture / associate
events in a manner that achieves fair presentation. entities, whose financial statements have not been
• Obtain sufficient appropriate audit evidence regarding audited by us. These financial statements have been
the financial statements of such entities or business audited by other auditors whose reports have been
activities within the Group and its joint venture / associate furnished to us by the Management and our opinion
entities to express an opinion on the consolidated on the consolidated financial statements, in so far as
financial statements. We are responsible for the it relates to the amounts and disclosures included
in respect of these subsidiaries and joint venture /
direction, supervision and performance of the audit of
associate entities, and our report in terms of sub-section
the financial statements of such entities included in the
(3) of Section 143 of the Act, in so far as it relates to
consolidated financial statements of which we are the
the aforesaid subsidiaries and joint venture / associate
independent auditors. For the other entities included
entities is based solely on the reports of the other
in the consolidated financial statements, which have
auditors.
been audited by other auditors, such other auditors
remain responsible for the direction, supervision and (b) The financial information of three subsidiaries including
performance of the audits carried out by them. We a step-down subsidiary, whose financial statements/
remain solely responsible for our audit opinion. Our financial information reflect total assets (before
responsibilities in this regard are further described in consolidation adjustments) of Rs. 17,438 lakhs as at
paragraph (a) of the section titled “Other Matters” in this March 31, 2022, total revenues (before consolidation
audit report. adjustments) of Rs. 611 lakhs and net cash outflows
(before consolidation adjustments) amounting to Rs.
We communicate with those charged with governance of 49 lakhs for the year ended on that date, as considered
the Holding Company and such other entities included in in the consolidated financial statements, have not
the consolidated financial statements of which we are the been audited either by us or by other auditors. These
independent auditors regarding, among other matters, the unaudited financial information have been furnished
planned scope and timing of the audit and significant audit to us by the Management and our opinion on the
findings, including any significant deficiencies in internal consolidated financial statements, in so far as it relates
control that we identify during our audit. to the amounts and disclosures included in respect
of these subsidiaries, and our report in terms of sub-
We also provide those charged with governance with a
sections (3) of Section 143 of the Act in so far as it
statement that we have complied with relevant ethical
relates to the aforesaid subsidiaries, is based solely on
requirements regarding independence, and to communicate
such unaudited financial information. In our opinion and
with them all relationships and other matters that may
according to the information and explanations given to
reasonably be thought to bear on our independence, and
us by the Management, these financial information are
where applicable, related safeguards. not material to the Group.

Our opinion on the consolidated financial statements, and B. With respect to the other matters to be included in
our report on Other Legal and Regulatory Requirements the Auditor’s Report in accordance with Rule 11 of
below, is not modified in respect of the above matters with the Companies (Audit and Auditor’s) Rules, 2014,
respect to our reliance on the work done and the reports of in our opinion and to the best of our information
the other auditors and the financial information certified by and according to the explanations given to us and
the Management. based on the consideration of the reports of the
other auditors on separate/consolidated financial
Report on Other Legal and Regulatory Requirements statements of the subsidiaries and joint venture /
associate entities, as noted in the “Other Matters”
1. As required by the Companies (Auditor’s Report) Order, paragraph:
2020 (“the Order”) issued by the Central Government of
India in terms of Section 143 (11) of the Act, we give in a) The consolidated financial statements disclose the
the “Annexure A” a statement on the matters specified in impact of pending litigations as at March 31, 2022
paragraphs 3 and 4 of the Order, to the extent applicable. on the consolidated financial position of the Group
and its joint venture / associate entities. Refer Note
2 (A) As required by Section 143(3) of the Act, based on 42.a to the consolidated financial statements.
our audit and on the consideration of reports of the
other auditors on separate/consolidated financial b) The Group and its joint venture / associate entities
statements of such subsidiaries and joint venture / did not have any material foreseeable losses on
associate entities as were audited by other auditors, long-term contracts including derivative contracts
as noted in the “Other Matters” paragraph, we during the year ended March 31, 2022.
report, to the extent applicable, that:
c) There has been no delay in transferring amounts to
a) We have sought and obtained all the information the Investor Education and Protection Fund by the
and explanations which to the best of our knowledge Holding Company or its subsidiary companies and
and belief were necessary for the purposes of joint venture / associate companies incorporated in
our audit of the aforesaid consolidated financial India during the year ended March 31, 2022.
statements.
d) (i)
The respective Managements of the
b) In our opinion, proper books of account as required Company, its subsidiaries and joint venture
by law relating to preparation of the aforesaid / associate entities which are companies
consolidated financial statements have been kept incorporated in India whose financial
so far as it appears from our examination of those statements have been audited under the
books and the reports of the other auditors. Act have represented to us and the other
auditors of such subsidiaries and joint
c) The consolidated balance sheet, the consolidated venture / associate entities respectively that,
statement of profit and loss (including other to the best of their knowledge and belief, as
comprehensive income), the consolidated disclosed in the note 37.4 to the accounts,
statement of changes in equity and the consolidated no funds have been advanced or loaned
statement of cash flows dealt with by this Report are or invested (either from borrowed funds or
in agreement with the relevant books of account share premium or any other sources or kind
maintained for the purpose of preparation of the of funds) by the Company or any of such
consolidated financial statements. subsidiaries and joint venture / associate
d) In our opinion, the aforesaid consolidated financial entities to or in any other persons or entities,
statements comply with the Ind AS specified under including foreign entities (“Intermediaries”),
Section 133 of the Act. with the understanding, whether recorded
in writing or otherwise, that the Intermediary
e) On the basis of the written representations received shall, directly or indirectly lend or invest in
from the directors of the Holding Company taken other persons or entities identified in any
on record by the Board of Directors of the Holding manner whatsoever by or on behalf of the
Company and the reports of the statutory auditors Company or any of such subsidiaries and
of its subsidiary companies and joint venture / joint venture / associate entities (“Ultimate
associate companies incorporated in India, none Beneficiaries”) or provide any guarantee,
of the directors of the Group companies, its joint security or the like on behalf of the Ultimate
venture / associate companies, incorporated in Beneficiaries.
India is disqualified as on March 31, 2022 from
being appointed as a director in terms of Section (ii)
The respective Managements of the
164(2) of the Act. Company, its subsidiaries and joint venture
/ associate entities which are companies
f) With respect to the adequacy of the internal financial incorporated in India whose financial
controls with reference to financial statements of the statements have been audited under the
Holding Company and its subsidiary companies and Act have represented to us and the other
joint venture / associate companies incorporated auditors of such subsidiaries and joint
in India and the operating effectiveness of such venture / associate entities respectively that,
controls, refer to our separate Report in “Annexure B”. to the best of their knowledge and belief, as

Corporate Overview
Management Reports
disclosed in the note 37.5 to accounts, no joint venture / associate companies incorporated
funds have been received by the Company in India is in compliance with Section 123 of the
or any of such subsidiaries and joint venture Act.
/ associate entities from any persons or
entities, including foreign entities (“Funding C. With respect to the matter to be included in the
Parties”), with the understanding, whether Auditor’s Report under Section 197(16) of the Act:
recorded in writing or otherwise, that the In our opinion and according to the information
Company or any of such subsidiaries and and explanations given to us and based on the
joint venture / associate entities shall, reports of the statutory auditors of such subsidiary
directly or indirectly, lend or invest in other companies and joint venture / associate companies
persons or entities identified in any manner incorporated in India which were not audited
whatsoever by or on behalf of the Funding by us, the remuneration paid during the current
Party (“Ultimate Beneficiaries”) or provide year by the Holding Company and its subsidiary
any guarantee, security or the like on behalf companies and joint venture / associate companies
of the Ultimate Beneficiaries. to its directors is in accordance with the provisions
(iii)
Based on such audit procedures as of Section 197 of the Act. The remuneration paid
considered reasonable and appropriate in to any director by the Holding Company and its
the circumstances, nothing has come to our subsidiary companies and joint venture / associate
notice that has caused us to believe that the companies is not in excess of the limit laid down
representations under sub-clause (d) (i) and under Section 197 of the Act. The Ministry of
(d) (ii) contain any material mis-statement. Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
e) As stated in note 21 to the consolidated financial to be commented upon by us.
statements, the Board of Directors of the Holding
Company has proposed final dividend for the year
which is subject to the approval of the members at For B S R & Co. LLP
the ensuing Annual General Meeting. The dividend Chartered Accountants
declared is in accordance with section 123 of Firm’s Registration Number: 101248W/W-100022
the Act to the extent it applies to declaration of
dividend.
S Sethuraman
Further, based on the consideration of the reports Partner
of other auditors, the dividend declared or paid Place: Chennai Membership no: 203491
during the year by the subsidiary companies and Date: May 26, 2022 UDIN: 22203491AJQXNL7796
Annexure A to the Independent Auditor’s report

on the consolidated financial statements of Rane Holdings Limited for the year ended March 31, 2022
(Referred to in paragraph (1) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Clause (xxi) of Companies (Auditor’s Report) Order (CARO
In our opinion and according to the information and explanations given to us, following companies incorporated in India and
included in the consolidated financial statements, have unfavourable remarks, qualifications or adverse remarks given by the
respective auditors in their reports under the Companies (Auditor’s Repor t) Order, 2020 (CARO):
Holding Company/ Clause number of the CARO

Sr.
Name of the entity CIN Subsidiary/ JV/ report which is unfavourable
No.
Associate or qualified or adverse
1 Rane Engine Valve Limited L74999TN1972PLC006127 Subsidiary Clause (i) (c)
2 Rane (Madras) Limited L65993TN2004PLC052856 Subsidiary Clause (ii) (b)
3 Rane t4u Private Limited U72900KA2009PTC049462 Subsidiary Clause (xvii)
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration Number: 101248W/W-100022
S Sethuraman
Partner
Place: Chennai Membership no: 203491
Date: May 26, 2022 UDIN: 22203491AJQXNL7796

Annexure B to the Independent Auditor’s report

on the consolidated financial statements of Rane Holdings Limited for the period ended March 31, 2022
(Referred to in paragraph (1) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the internal financial controls with reference to the statements based on our audit. We conducted our audit in
aforesaid consolidated financial statements under Clause (i) accordance with the Guidance Note and the Standards on
of Sub-section 3 of Section 143 of the Companies Act, 2013 Auditing, prescribed under section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls
(Referred to in paragraph (A(f)) under ‘Report on Other Legal with reference to consolidated financial statements. Those
and Regulatory Requirements’ section of our report of even Standards and the Guidance Note require that we comply
date) with ethical requirements and plan and perform the audit
Opinion to obtain reasonable assurance about whether adequate
internal financial controls with reference to consolidated
In conjunction with our audit of the consolidated financial financial statements were established and maintained and
statements of the Company as of and for the year ended if such controls operated effectively in all material respects.
March 31, 2022, we have audited the internal financial
controls with reference to consolidated financial statements Our audit involves performing procedures to obtain audit
of Rane Holdings Limited (hereinafter referred to as “the evidence about the adequacy of the internal financial controls
Holding Company”) and such companies incorporated in with reference to consolidated financial statements and
India under the Companies Act, 2013 which are its subsidiary their operating effectiveness. Our audit of internal financial
companies, its its joint venture / associate entities, as of that controls with reference to consolidated financial statements
date. included obtaining an understanding of internal financial
controls with reference to consolidated financial statements,
In our opinion, the Holding Company and such companies assessing the risk that a material weakness exists, and testing
incorporated in India which are its subsidiary companies, and evaluating the design and operating effectiveness of the
its joint venture / associate entities, have, in all material internal controls based on the assessed risk. The procedures
respects, adequate internal financial controls with reference selected depend on the auditor’s judgement, including
to consolidated financial statements and such internal the assessment of the risks of material misstatement of the
financial controls were operating effectively as at March 31, consolidated financial statements, whether due to fraud or
2022, based on the internal financial controls with reference error.
to consolidated financial statements criteria established
by such companies considering the essential components We believe that the audit evidence we have obtained and
of such internal controls stated in the Guidance Note on the audit evidence obtained by the other auditors of the
Audit of Internal Financial Controls Over Financial Reporting relevant subsidiary companies, joint venture / associate
issued by the Institute of Chartered Accountants of India (the entities in terms of their reports referred to in the Other
“Guidance Note”). Matters paragraph below, is sufficient and appropriate to
provide a basis for our audit opinion on the internal financial
Management’s Responsibility for Internal Financial Controls controls with reference to consolidated financial statements.
The respective Company’s management and the Board of Meaning of Internal Financial controls with Reference to
Directors are responsible for establishing and maintaining Consolidated Financial Statements
internal financial controls with reference to consolidated
financial statements based on the criteria established by the A company’s internal financial controls with reference to
respective Company considering the essential components consolidated financial statements is a process designed to
of internal control stated in the Guidance Note. These provide reasonable assurance regarding the reliability of
responsibilities include the design, implementation and financial reporting and the preparation of financial statements
maintenance of adequate internal financial controls that for external purposes in accordance with generally accepted
were operating effectively for ensuring the orderly and accounting principles. A company’s internal financial
efficient conduct of its business, including adherence to controls with reference to consolidated financial statements
the respective company’s policies, the safeguarding of its includes those policies and procedures that (1) pertain to the
assets, the prevention and detection of frauds and errors, maintenance of records that, in reasonable detail, accurately
the accuracy and completeness of the accounting records, and fairly reflect the transactions and dispositions of the
and the timely preparation of reliable financial information, assets of the company; (2) provide reasonable assurance that
as required under the Companies Act, 2013 (hereinafter transactions are recorded as necessary to permit preparation
referred to as “the Act”). of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
Auditors’ Responsibility of the company are being made only in accordance
with authorisations of management and directors of the
Our responsibility is to express an opinion on the internal
company; and (3) provide reasonable assurance regarding
financial controls with reference to consolidated financial
prevention or timely detection of unauthorised acquisition,

Corporate Overview
Management Reports
use, or disposition of the company’s assets that could have a Other Matters
material effect on the financial statements.
Our aforesaid reports under Section 143(3)(i) of the Act on
Inherent Limitations of Internal Financial controls with the adequacy and operating effectiveness of the internal
Reference to consolidated Financial Statements financial controls with reference to consolidated financial
statements insofar as it relates to three subsidiary companies,
Because of the inherent limitations of internal financial two joint venture / associate companies, which are companies
controls with reference to consolidated financial statements, incorporated in India, is based on the corresponding reports
including the possibility of collusion or improper of the auditors of such companies incorporated in India.
management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, For B S R & Co. LLP
projections of any evaluation of the internal financial controls Chartered Accountants
with reference to consolidated financial statements to future Firm’s Registration Number: 101248W/W-100022
periods are subject to the risk that the internal financial
controls with reference to consolidated financial statements S Sethuraman
may become inadequate because of changes in conditions, Partner
or that the degree of compliance with the policies or Place: Chennai Membership no: 203491
procedures may deteriorate. Date: May 26, 2022 UDIN: 22203491AJQXNL7796

Consolidated Balance Sheet

as at 31 March 2022
Particulars Note As at As at
No. 31 March 2022 31 March 2021
ASSETS
Non-current assets
a. Property, plant and equipment 3 75,504 71,223
b. Capital work-in-progress 3 2,674 3,450
c. Right-of-use assets 4 1,045 1,112
d. Investment property 5 31 31
e. Goodwill 6 7,093 7,199
f. Other intangible assets 7 676 568
g. Intangible assets under development 8 95 -
h. Investments accounted for using equity method 9 29,161 30,983
i. Financial assets
ii. Other financial assets 13 6,198 7,314
j. Deferred tax assets (net) 16 3,464 3,718
k. Income tax assets (net) 14 3,138 3,192
l. Other non-current assets 15 3,144 3,396
Total non-current assets 1,37,171 1,36,852
Current assets
a. Inventories 17 39,995 28,036
b. Financial assets
ii. Trade receivables 18 57,547 48,615
iii. Cash and cash equivalents 19.a 2,715 6,106
iv. Bank balance other than (iii) above 19.b 96 215
v. Loans 12 98 46
vi. Other financial assets 13 1,122 1,036
c. Current tax assets (Net) 14 39 15
d. Other current assets 15 6,837 4,948
Total current assets 1,09,658 91,310
TOTAL ASSETS 2,46,829 2,28,162
EQUITY AND LIABILITIES
Equity
a. Equity share capital 20 1,428 1,428
b. Other equity 21 76,194 75,021
Equity attributable to owners of the company 77,622 76,449
Non-controlling interest 22 22,932 22,113
Total equity 1,00,554 98,562
Liabilities
Non-current liabilities
i. Borrowings 23 32,431 31,115
ii. Lease liabilites 819 899
iii. Other financial liabilities 24 142 2
b. Provisions 25 4,077 4,092
c. Deferred tax liabilities (net) 16 821 1,078
d. Other non-current liabilities 26 1,354 1,098
Total non-current liabilities 39,644 38,284
Current liabilities
i. Borrowings 23 45,248 34,985
ii. Trade payables 28
a. Total outstanding dues of micro enterprises and small enterprises 3,098 2,685
b. Total outstanding dues of creditors other than micro enterprises and small enterprises 46,818 43,535
iii. Lease liabilities 307 239
iv. Other financial liabilities 24 7,738 5,478
b. Other current liabilities 26 2,363 2,314
c. Provisions 25 1,056 1,827
d. Current tax liabilities (net) 27 3 253
Total current liabilities 1,06,631 91,316
TOTAL LIABILITIES 1,46,275 1,29,600
TOTAL EQUITY AND LIABILITIES 2,46,829 2,28,162
See accompanying notes forming part of consolidated financial statements



Corporate Overview
Management Reports
Consolidated Statement of Profit and Loss

for the Year ended 31 March 2022
S.No Particulars Note Year ended Year ended
No. 31 March 2022 31 March 2021
I Revenue from operations 29 2,67,730 2,03,536
II Other income 30 3,736 2,166
III Total income (I+II) 2,71,466 2,05,702
IV Expenses
Cost of materials consumed 31 1,56,036 1,07,059
Purchase of stock-in-trade 32 1,089 605
Changes in inventories of finished goods, work-in-progress and stock-in-trade 33 (6,333) 2,982
Employee benefits expense 34 48,002 40,145
Finance costs 35 3,417 3,971
Depreciation and amortisation expense 36 12,884 12,036
Other expenses 37 52,365 41,527
Total expenses (IV) 2,67,460 2,08,325
V Profit / (loss) before share of profit / (loss) of joint venture / associate entities, 4,006 (2,623)
exceptional items and tax (III-IV)
VI Share of loss of joint venture / associate entities (includes share of exceptional 9 (736) (2,734)
items, net of taxes)
VII Profit / (loss) before exceptional items and tax (V+VI) 3,270 (5,357)
VIII Exceptional items 45 4,088 2,223
IX Profit / (loss) before tax (VII+VIII) 7,358 (3,134)
X Tax expense 38
a) Current tax 3,746 2,966
b) Current tax for earlier years 295 771
c) Deferred tax (net) (189) (836)
3,852 2,901
XI Profit / (loss) for the year (IX-X) 3,506 (6,035)
XII Other comprehensive income
i) Items that will not be reclassified to profit or loss
(a) Re-measurement gains / (losses) on defined benefit plans 59 754
(b) Net gain / (loss) on FVOCI equity instruments 384 1,809
(c) Income tax relating to items that will not be reclassified to profit or loss (84) (588)
359 1,975
ii) Items that will be reclassified to profit or loss
(a) Net movement on cash flow hedges (193) 622
(b) Exchange differences on translation of foreign operations 700 (608)
(c) Income tax relating to items that will be reclassified to profit or loss - (150)
507 (136)
Total other comprehensive income (net of tax) (i+ii) 866 1,839
XIII Total comprehensive income for the year (XI+XII) 4,372 (4,196)
Profit / (loss) for the year attributable to:
Owners of the parent 2,414 (5,057)
Non-controlling interest 1,092 (978)
3,506 (6,035)
Other comprehensive income for the year attributable to:
Owners of the parent 714 1,722
Non-controlling interest 152 117
866 1,839
Total comprehensive income for the year attributable to:
Owners of the parent 3,128 (3,335)
Non-controlling interest 1,244 (861)
4,372 (4,196)
XIV Earnings per equity share
Basic & Diluted (in `) 43 16.91 (35.42)



126
Consolidated Statement of Changes in Equity
A. Equity share capital

Particulars Amount

Changes in equity share capital due to prior period errors -
Restated balance as at 31 March 2021 1,428
Changes in equity share capital due to prior period errors -
Restated balance as at 31 March 2022 1,428
B. Other equity
Particulars Reserves and surplus Items of OCI Total Attributable Total

General Retained Capital Capital Securities Amalgamation Capital Total Foreign Hedge Equity Total attributable to NCI
Reserve Earnings Redemption Reserve Premium adjustment Reserve on Currency Reserve instruments to owners
Reserve Account Consolidation Translation through of the
Reserve OCI Company
Balance as at 1 April 2020 48,200 25,316 1,358 69 4,433 (11) 1,771 81,136 (561) (184) 412 (333) 80,803 23,044 103,847
Changes in accounting policy or - - - - - - - - - - - - - - -
prior period errors
Restated balance as at 48,200 25,316 1,358 69 4,433 (11) 1,771 81,136 (561) (184) 412 (333) 80,803 23,044 103,847
1 April 2020
Loss for the year - (5,057) - - - - - (5,057) - - - - (5,057) (978) (6,035)
Other comprehensive income for - 466 - - - - 466 (343) 309 1,290 1,256 1,722 117 1,839
the year (net of tax)
Total comprehensive income for 48,200 20,725 1,358 69 4,433 (11) 1,771 76,545 (904) 125 1,702 923 77,468 22,183 99,651
the year
Transfer to general reserves - - - - - - - - - - - - - - -
Transaction with owners,
recorded directly in equity
Distribution to owners
Payment of dividends - (571) - - - - - (571) - - - - (571) (465) (1,036)
Changes in ownership interests in
subsidiaries that do not result in
loss of control
Acquisition of non-controlling 655 (2,488) 72 - - (1) - (1,762) (121) 7 - (114) (1,876) 395 (1,481)
interests
Consolidated Statement of Changes in Equity
Particulars Reserves and surplus Items of OCI Total Attributable Total

General Retained Capital Capital Securities Amalgamation Capital Total Foreign Hedge Equity Total attributable to NCI
Reserve Earnings Redemption Reserve Premium adjustment Reserve on Currency Reserve instruments to owners
Reserve Account Consolidation Translation through of the
Reserve OCI Company
Balance as at 31 March 2021 48,855 17,666 1,430 69 4,433 (12) 1,771 74,212 (1,025) 132 1,702 809 75,021 22,113 97,134
Balance as at 1 April 2021 48,855 17,666 1,430 69 4,433 (12) 1,771 74,212 (1,025) 132 1,702 809 75,021 22,113 97,134
Changes in accounting policy or - - - - - - - - - - - - - - -
prior period errors
Restated balance as at 48,855 17,666 1,430 69 4,433 (12) 1,771 74,212 (1,025) 132 1,702 809 75,021 22,113 97,134
1 April 2021
Profit for the year - 2,414 - - - - - 2,414 - - - 2,414 1,092 3,506
Other comprehensive income for - 70 - - - - - 70 488 (132) 288 644 714 152 866
the year (net of tax)
Total comprehensive income for 48,855 20,150 1,430 69 4,433 (12) 1,771 76,696 (537) - 1,990 1,453 78,149 23,357 101,506
the year
Transaction with owners,
recorded directly in equity
Contribution by and distribution
to owners
Payment of dividends - - - - - - - - - - - - - (1,012) (1,012)
Changes in ownership interests in
subsidiaries that do not result in
loss of control
Acquisition of non-controlling 931 (2,891) 43 - - (1) - (1,918) (37) - - (37) (1,955) 587 (1,368)
interests
Balance as at 31 March 2022 49,786 17,259 1,473 69 4,433 (13) 1,771 74,778 (574) - 1,990 1,416 76,194 22,932 99,126



Corporate Overview
Management Reports
127
consolidated Statement of Cash Flows

for the year ended 31st March 2022

31 March 2022 31 March 2021
Cash flows from operating activities
Profit / (Loss) for the year 3,506 (6,035)
Adjustments for:
Income tax expense recognised in profit and loss 3,852 2,901
Depreciation and amortisation expense 12,884 12,036
Net loss / (gain) on disposal of property, plant and equipment (21) (2,245)
Government grant income (2,164) (217)
Share of (profit) / loss of joint venture / associate entities 736 2,734
Gain on sale of non-current investments (1,564) -
Finance costs 3,417 3,971
Impairment of financial assets 317 122
Write back of financial liabilities carried at amortised cost (1,249) (1,097)
Gain on current investments mandatorily measured at FVTPL (18) (14)
Impairment of investment / goodwill 162 -
Net unrealised foreign exchange loss / (gain) 416 (1,064)
Impairment of investment / goodwill (160) (257)
Movements in working capital:
(Increase) / decrease in inventories (11,596) 1,544
(Increase) / decrease in trade receivables (8,734) (12,559)
(Increase) / decrease in other assets (877) 496
Increase / (decrease) in trade payables 3,872 12,856
Increase / (decrease) in provisions (805) (1,048)
Increase / (decrease) in other liabilities 3,746 3,887
Cash generated from operating activities 5,720 16,011
Income taxes paid (4,187) (2,793)
Net cash generated from operating activities 1,533 13,218
Cash flows from investing activities

(Payment towards purchase) / proceeds from sale of current investments (net) 1,105 (1,863)
Purchase consideration for acquisition of business (2,319) -
Dividend received from joint venture / associate entities 612 350
Payment towards purchase of property, plant and equipment and intangible assets (13,317) (10,242)
Proceeds from disposal of property, plant and equipment 45 2,437
Payment towards purchase of non-current investments (378) (679)
Proceeds from sale of non-current investments 2,483 232
Interest received 210 246
Bank balances not considered under cash and cash equivalents 114 (109)
Net cash used in investing activities (11,445) (9,628)

Corporate Overview
Management Reports
consolidated Statement of Cash Flows

for the year ended 31st March 2022

31 March 2022 31 March 2021
Cash flows from financing activities
Proceeds from long-term borrowings 18,058 16,696
Repayment of long-term borrowings (10,201) (12,513)
Proceeds / (repayments) of short-term borrowings (net) 5,266 (1,375)
Dividends paid to shareholders - (571)
Dividends paid to non-controlling interest (1,012) (465)
Interest paid (3,898) (3,498)
Acquisition of NCI by subsidiaries through buy-back (182) (1,239)
Tax on buyback (42) (255)
Purchase of shares from NCI (1,127) -
Net cash generated from / (used in) financing activities 6,501 (3,555)
Net (decrease) / increase in cash and cash equivalents (3,411) 35
Cash and cash equivalents at the beginning of the year 5,922 5,887
Cash and cash equivalents at the end of the year 2,511 5,922




Notes forming part of the Consolidated Financial Statements

Summary of significant accounting policies, critical judgements and key estimates
1 Corporate Information cycle and other criteria set out in the Schedule III to
the Companies Act, 2013 and Ind AS 1. The Group has
Rane Holdings Limited (“RHL” or “the Company’) is the
ascertained its operating cycle as twelve months for
holding company whose main activity is investing and
the purpose of current and non-current classification of
holding strategic investments in subsidiaries (collectively
assets and liabilities.
called “the Group”) and joint venture / associate entities,
that are primarily engaged in manufacturing/marketing of 3. Principles of consolidation:
components and providing technological services for the
transportation industry, mainly the automotive sector. The The consolidated financial statements relate to Rane
Company is a public limited Company incorporated in Holdings Limited (referred as “the Company” or
India with its registered office in Chennai, Tamilnadu, India. “the Holding Company”), its subsidiary companies
The Company is listed on the Bombay Stock Exchange (collectively referred to as “the group”) and the Group’s
Limited, Mumbai and National Stock Exchange of India share of profit / (loss) in its joint venture / associate
Limited, Mumbai. entities.
2 Significant accounting policies The Financial statements of the subsidiaries and joint
venture / assciate entities used in the consolidation
1. Statement of compliance and basis of preparation are drawn up to the same reporting date as that of the
a. These consolidated financial statements have been holding company i.e. 31 March 2022.
prepared in accordance with Indian Accounting 4. Basis of consolidation
Standards (Ind AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under a. Subsidiaries
Section 133 of Companies Act, 2013, (the ‘Act’) and
Subsidiaries are entities over which the Group has
other relevant provisions of the Act. Accounting policies
control. The Group controls an entity when the Group
have been consistently applied except where a newly
issued accounting standard is initially adopted or a is exposed to, or has rights to, variable returns from its
revision to the existing accounting standard requires a involvement with the entity and has the ability to affect
change in the accounting policy hitherto in use. those returns through its power to direct the relevant
activities of the entity. Subsidiaries are fully consolidated
b. Functional and presentation currency from the date on which control is transferred to the
group.
Items included in the financial statements of the
Group are measured using the currency of the primary The acquisition method of accounting is used to account
economic environment in which the respective entities for business combinations by the Group.
in the Group operates (‘the functional currency’). The
financial statements are presented in Indian Rupee The Group consolidates the financial statements of
(INR), which is the Company’s functional currency. All the parent and its subsidiaries on a line by line basis,
amounts have been rounded-off to the nearest lakhs, adding together like items of assets, liabilities, income
unless otherwise indicated. and expenses. Intra-group transactions, balances
and unrealised gains on transactions between group
2. Basis of measurement companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of
The consolidated financial statements have been
an impairment.
prepared on the historical cost basis except for the
following items: b. Non-controlling interests (NCI)
Items Measurement basis NCI are measured at their proportionate share of

the acquiree’s net identifiable assets at the date of
Certain financial assets Fair value
acquisition. Changes in the Group’s equity interest in
and liabilities (including
a subsidiary that do not result in a loss of control are
forward contracts)
accounted for as equity transactions.
Net defined benefit Present value of defined
(asset)/ liability benefit obligations less c. Loss of control
fair value of plan assets
When the Group loses control over a subsidiary, it
Certain investments Fair value derecognises the assets and liabilities of the subsidiary,
All assets and liabilities have been classified as current and any related NCI and other components of equity.
or non-current as per the Group’s normal operating Any interest retained in the former subsidiary is

Corporate Overview
Management Reports

measured at fair value at the date the control is lost. Any other factors that are considered to be relevant. Actual
resulting gain or loss is recognised in profit and loss. results may differ from these estimates.
d. Equity accounted investees Although these estimates are based on the

management’s best knowledge of current events
Interests in joint venture / associate entities are
and actions, uncertainty about the assumptions and
accounted for using the equity method. They are initially
estimates may result in outcomes requiring a material
recognized at cost which includes transaction costs.
adjustment to the carrying amount of assets or
Subsequent to initial recognition, the consolidated
liabilities in future periods.
financial statements include the Group’s share of profit
and loss and OCI of equity-accounted investees until The estimates and underlying assumptions are
the date on which significant influence or joint control reviewed on an ongoing basis. Revisions to accounting
ceases. estimates are recognised in the period in which the
estimate is revised if the revision affects only that
e. Business combination
period, or in the period of the revision and future
In accordance with Ind AS 103, the Company accounts periods if the revision affects both current and future
for business combinations using the acquisition periods.
method when control is transferred to the Group. The
consideration transferred for the business combination 5.1 Judgements
is generally measured at fair value as at the date the Information about judgments made in applying
control is acquired (acquisition date), as are the net accounting policies that have the most significant
identifiable assets acquired. Any goodwill that arises is
effects on the amounts recognized in the consolidated
tested annually for impairment. Any gain on a bargain
financial statements is included in the following notes;
purchase is recognized in OCI and accumulated in
equity as capital reserve if there exists clear evidence - Note 6 - Impairment testing for goodwill
of the underlying reasons for classifying the business
combination as resulting in a bargain purchase; 5.2 Assumptions and estimation uncertainties
otherwise the gain is recognised directly in equity Information about assumptions and estimation
as capital reserve. Transaction costs are expensed as uncertainties that may have a significant risk of causing
incurred, except to the extent related to the issue of
a material adjustment to the carrying amounts of assets
debt or equity securities.
and liabilities are as follows;
The consideration transferred does not include
5.2.1 Fair value measurements and valuation
amounts related to the settlement of pre-existing
processes
relationships with the acquiree. Such amounts are
generally recognized in profit or loss. Any contingent In estimating the fair value of an asset or a liability, the
consideration is measured at fair value at the date Group uses market-observable data to the extent it is
of acquisition. If an obligation to pay contingent available. Where Level 1 inputs are not available, the
consideration that meets the definition of a financial Group engages third party qualified valuers to perform
instrument is classified as equity, then it is not the valuation. The management works closely with the
remeasured subsequently and settlement is accounted qualified external valuers to establish the appropriate
for within equity. Other contingent consideration valuation techniques and inputs to the model. Further
is remeasured at fair value at each reporting date details are given in note 48.
and changes in the fair value of the contingent
consideration are recognised in profit or loss. 5.2.2 Impairment test of non-financial assets
(Goodwill)
5. Use of estimates and Judgements
The Group tests whether goodwill has suffered any
The preparation of the consolidated financial
impairment on an annual basis. The recoverable amount
statements in conformity with accounting principles
of the cash generating unit (CGU) is determined to
generally accepted in India requires the management
be the fair value less costs to sell in respect goodwill
to make judgements, estimates and assumptions as
allocated to CGUs represented by the quoted market
considered in the reported amount of assets and
prices of the underlying listed investment and in the
liabilities as of the Balance Sheet date, reported
case of others, it is determined based on value-in-use
amount of revenues and expenses for the year and
calculations which require the use of assumptions. The
disclosure of contingent liabilities as of the Balance
calculations use cash flow projections and involves
Sheet date. These estimates, judgement and associated
judgements. Further details are given in note 6.
assumptions are based on historical experience and


5.2.3 Taxation 6. Measurement of fair values
Tax expense is calculated using applicable tax rate and A number of the Group’s accounting policies and
laws that have been enacted or substantively enacted. disclosures require the measurement of fair values, for
Uncertainties exist with respect to the interpretation both financial and non-financial assets and liabilities.
of complex tax regulations, changes in tax laws and The Group has an established control framework with
the amount and timing of future taxable income. In respect to the measurement of fair values.
arriving at taxable profit and all tax bases of assets and
Fair values are categorised into different levels in a
liabilities, the Group determines the taxability based on
fair value hierarchy based on the inputs used in the
tax enactments, relevant judicial pronouncements and
valuation techniques as follows.
tax expert opinions, and makes appropriate provisions
which includes an estimation of the likely expected • Level 1: quoted prices (unadjusted) in active
outcome of any open tax assessments / litigations. markets for identical assets or liabilities.
Deferred income tax assets are recognized to the extent
• Level 2: inputs other than quoted prices included
that it is probable that future taxable income will be
in Level 1 that are observable for the asset or
available. Further details are given in note 16, 38 and 42.
liability, either directly (i.e. as prices) or indirectly
5.2.4 Defined benefit plans (i.e. derived from prices).
The cost of defined benefit plans are determined using • Level 3: inputs for the asset or liability that are not
actuarial valuations. The actuarial valuation involves based on observable market data (unobservable
making assumptions about discount rates, future salary inputs).
increases, mortality rates and future pension increases. When measuring the fair value of an asset or a liability,
Due to the long-term nature of these plans, such the Group uses observable market data as far as
estimates are subject to significant uncertainty. Further possible. If the inputs used to measure the fair value
details are given in note 39. of an asset or a liability fall into different levels of the
5.3 Estimation of uncertainties relating to the global health fair value hierarchy, then the fair value measurement is
pandemic from COVID-19 categorised in its entirety in the same level of the fair
value hierarchy as the lowest level input that is significant
COVID-19 pandemic has rapidly spread throughout to the entire measurement.
the world, including India. Governments have taken
The Group recognises transfers between levels of the
significant measures to curb the spread of the virus
fair value hierarchy at the end of the reporting period
including imposing mandatory lockdowns and
during which the change has occurred.
restrictions on activities. Consequently, the Group’s
manufacturing plants and offices had to be closed down 7. Financial Instruments
/ operate under restrictions for a period of time during
i. Initial recognition
the year. These measures have an impact on matters
relating to commodity prices, supply chain matters, Trade receivables are initially recognised when they
customer demand, personnel available for work and for are originated. All other financial assets and financial
being available to access offices etc. liabilities are initially recognised when the Group
becomes a party to the contractual provisions of the
The Group has considered the possible effects that instrument.
may result from the economic and social consequences
including the continued effect of the pandemic on the A financial asset (except trade receivables and contract
carrying amounts of assets (net of impairment losses), asset) or financial liability is initially measured at fair
capital and financial resources, profitability, liquidity value plus, for an item not at fair value through profit
position, internal financial controls etc. In developing and loss (FVTPL), transaction costs that are directly
the assumptions relating to the possible future attributable to its acquisition or issue. Trade receivables
uncertainties, the Group, as at the date of approval of and contract assets are measured at transaction price as
these financial statements has used internal and external per Ind AS 115.
sources of information and based on current estimates ii. Classification and subsequent measurement
expects that the carrying amount of these assets will
be recovered. The impact of COVID-19 on the Group’s Financial assets
financial statements may differ from that estimated as On initial recognition, a financial asset is classified as
at the date of approval of these financial statements measured at
depending on circumstances that may evolve in the
future. The Group will continue to closely monitor any • Amortised cost;
material changes to future economic conditions. • FVOCI – debt investment;

Corporate Overview
Management Reports

• Fair value through OCI – equity investment; or measured at FVTPL. This includes all derivative financial
assets. On initial recognition, the Group may irrevocably
• Fair value through profit and loss
designate a financial asset that otherwise meets the
Financial assets are not reclassified subsequent to their requirements to be measured at amortised cost or at
initial recognition, except if and in the period the Group FVOCI as at FVTPL if doing so eliminates or significantly
changes its business model for managing financial reduces an accounting mismatch that would otherwise
assets. arise.
A financial asset is measured at amortised cost if it meets Financial assets that are held for trading or are managed
both of the following conditions and is not designated and whose performance is evaluated on a fair value
as at FVTPL: basis are measured at FVTPL.
• the asset is held within a business model whose Financial assets: Assessment whether contractual cash
objective is to hold assets to collect contractual flows are solely payments of principal and interest
cash flows; and
For the purposes of this assessment, ‘principal’ is
• the contractual terms of the financial asset give defined as the fair value of the financial asset on initial
rise on specified dates to cash flows that are solely recognition. ‘Interest’ is defined as consideration for the
payments of principal and interest on the principal time value of money and for the credit risk associated
amount outstanding. with the principal amount outstanding during a
particular period of time and for other basic lending
A debt investment is measured at FVOCI if it meets both
risks and costs (e.g. liquidity risk and administrative
of the following conditions and is not designated as at
costs), as well as a profit margin.
FVTPL:
In assessing whether the contractual cash flows are
• the asset is held within a business model whose
solely payments of principal and interest, the Group
objective is achieved by both collecting contractual
considers the contractual terms of the instrument. This
cash flows and selling financial assets; and
includes assessing whether the financial asset contains
• the contractual terms of the financial asset give a contractual term that could change the timing or
rise on specified dates to cash flows that are solely amount of contractual cash flows such that it would
payments of principal and interest on the principal not meet this condition. In making this assessment, the
amount outstanding. Group considers:
On initial recognition of an equity investment that is • contingent events that would change the amount
not held for trading, the Group may irrevocably elect or timing of cash flows;
to present subsequent changes in the investment’s fair
• terms that may adjust the contractual coupon rate,
value in OCI (designated as FVOCI – equity investment).
including variable interest rate features;
This election is made on an investment‑by‑investment
basis. • prepayment and extension features; and
All financial assets not classified as measured at • terms that limit the Group’s claim to cash flows
amortised cost or FVOCI as described above are from specified assets (e.g. non‑recourse features).
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income, are recognised in profit and loss. However, see Note 2(7)(v) for
derivatives designated as hedging instruments.
Financial assets at These assets are subsequently measured at amortised cost using the effective interest
amortised cost method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit and loss. Any gain or
loss on derecognition is recognised in profit and loss.
Debt investments at These assets are subsequently measured at fair value. Interest income under the effective
FVOCI interest method, foreign exchange gains and losses and impairment are recognised in
profit and loss. Other net gains and losses are recognised in OCI. On derecognition, gains
and losses accumulated in OCI are reclassified to profit and loss.
Equity investments at These assets are subsequently measured at fair value. Dividends are recognised as income
FVOCI in profit and loss unless the dividend clearly represents a recovery of part of the cost of the
investment. Other net gains and losses are recognised in OCI and are not reclassified to
profit and loss.


Financial liabilities: Classification, subsequent v. Derivative Financial instruments and Hedge Accounting
measurement and gains and losses
The Group holds derivative financial instruments
Financial liabilities are classified as measured at amortised to hedge its foreign currency and interest rate risk
cost or FVTPL. A financial liability is classified as at FVTPL exposure. Derivatives are initially measured at fair
if it is classified as held‑for‑trading, or it is a derivative or value. Subsequent to initial recognition, derivatives
it is designated as such on initial recognition. Financial are measured at fair value and changes therein are
liabilities at FVTPL are measured at fair value and net generally recognised in profit and loss.
gains and losses, including any interest expense, are
recognised in profit and loss. Other financial liabilities When a derivative is designated as a cash flow hedging
instrument, the effective portion of changes in the
are subsequently measured at amortised cost using the
fair value of the derivative is recognised in OCI and
effective interest method. Interest expense and foreign
accumulated in the other equity under ‘effective portion
exchange gains and losses are recognised in profit and
of cash flow hedges’. The effective portion of changes
loss. Any gain or loss on derecognition is also recognised
in the fair value of the derivative that is recognised in
in profit and loss. However, see Note 2(7)(v) for derivatives
OCI is limited to the cumulative change in fair value of
designated as hedging instruments.
the hedged item, determined on a present value basis,
iii. Derecognition from inception of the hedge. Any ineffective portion of
changes in the fair value of the derivative is recognised
Financial assets immediately in profit and loss
The Group derecognises a financial asset when the If a hedge no longer meets the criteria for hedge
contractual rights to the cash flows from the financial accounting or the hedging instrument is sold, expires,
asset expire, or it transfers the rights to receive the is terminated or is exercised, then hedge accounting is
contractual cash flows in a transaction in which discontinued prospectively. When hedge accounting for
substantially all of the risks and rewards of ownership of cash flow hedges is discontinued, the amount that has
the financial asset are transferred or in which the group been accumulated in other equity remains there until,
neither transfers nor retains substantially all of the risks for a hedge of a transaction resulting in recognition of
and rewards of ownership and does not retain control of a non‑financial item, it is included in the non‑financial
the financial asset. item’s cost on its initial recognition or, for other cash
flow hedges, it is reclassified to profit and loss in the
If the Group enters into transactions whereby it transfers
same period or periods as the hedged expected future
assets recognised on its balance sheet, but retains
cash flows affect profit and loss.
either all or substantially all of the risks and rewards
of the transferred assets, the transferred assets are not If the hedged future cash flows are no longer expected to
derecognised. occur, then the amounts that have been accumulated in
other equity are immediately reclassified to profit and loss
8. Property, plant and equipment
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled, or Items of property, plant and equipment are carried at
expire. cost, which includes capitalised borrowing costs, less
accumulated depreciation and accumulated impairment
The Group also derecognises a financial liability when its losses, if any. The cost comprises its purchase price net
terms are modified and the cash flows under the modified of any trade discounts and rebates, including any import
terms are substantially different. In this case, a new financial duties and other taxes (other than those subsequently
liability based on the modified terms is recognised at fair recoverable from the tax authorities) and any directly
value. The difference between the carrying amount of the attributable expenditure on making the asset ready for
financial liability extinguished and the new financial liability its intended use. Subsequent expenditure is capitalised
with modified terms is recognised in profit and loss. only if it is probable that the future economic benefits
associated with the expenditure will flow to the
iv. Offsetting
Group.
Financial assets and financial liabilities are offset and the
Transition to Ind AS
net amount presented in the balance sheet when, and
only when, the Group currently has a legally enforceable On transition to Ind AS, the Group has elected to continue
right to set off the amounts and it intends either to settle with the carrying value of all of its property, plant and
them on a net basis or to realise the asset and settle the equipment recognised as at 1 April 2016, measured as
liability simultaneously. per the previous GAAP, and use that carrying value as the
deemed cost of such property, plant and equipment.

Corporate Overview
Management Reports

Capital work-in-progress: Assets which are not yet of the item can be measured reliably. Any gain or loss
ready for their intended use are carried at cost on disposal of an investment property is recognised in
comprising direct cost, related incidental expenses profit and loss.
and attributable interest (in case of qualifying assets).
10.1 Goodwill
Depreciation on property, plant and equipment has
Goodwill arising on the acquisition of a subsidiary
been provided on the straight-line method on the basis
represents the excess of the consideration transferred
of estimated useful life determined based on technical
in the business combination over the Group’s interest
advice, taking into account the nature of the asset, the
in the net fair value of the identifiable assets acquired,
estimated usage of the asset, the operating conditions liabilities assumed at the date of acquisition. Goodwill
of the asset, past history of replacement, anticipated is initially recognised as an asset at cost and is
technological changes, manufacturers warranties and subsequently measured at cost less any accumulated
maintenance support, etc. The useful lives of the assets impairment losses. Goodwill is not amortised.
are as below:
10.2 Intangible assets
Asset Management Useful life as per
estimate of useful Schedule II
Intangible assets are carried at cost less accumulated
life (in years) (in years) amortisation and impairment losses, if any. The cost
of an intangible asset comprises its purchase price,
Buildings (other 30-60 Years 60 Years
including any import duties and other taxes (other
than Factory
building)
than those subsequently recoverable from the tax
authorities) and any directly attributable expenditure
Factory buildings 30 years 30 years
on making the asset ready for its intended use and
Plant and 3 - 15 years 15 years net of any trade discounts and rebates. Subsequent
machinery expenditure is capitalised only when it increases the
Vehicles 4-5 years 8 years future economic benefits embodied in the specific
Furniture and 5 years 10 years asset to which it relates. All other expenditure, including
fixtures expenditure on internally generated goodwill and
Office equipment 3 years 5 years brands, is recognised in profit and loss as incurred.
(other than Internally generated intangibles, excluding capitalised
computers) development costs, are not capitalised and the related
Computers, 3 to 6 years 3 to 6 years expenditure is reflected in profit and loss in which the
servers and expenditure is incurred. The amortisation expense on
network intangible assets is recognised in the statement of
profit and loss. An intangible asset is derecognised
Freehold land is not depreciated. on disposal or when no future economic benefits
are expected from use or disposal. Gains or losses
Depreciation method, useful lives and residual values
arising from derecognition of an intangible asset are
are reviewed at the end of each financial year.
measured as the difference between the net disposal
Any gain or loss on disposal of an item of property, proceeds and the carrying amount of the asset and are
plant and equipment is recognised in profit and loss. recognised in the statement of profit and loss when the
asset is derecognised.
9. Investment property
Amortisation method, useful lives and residual values
Investment property is property held either to earn are reviewed at the end of each financial year and
rental income or for capital appreciation or for both, adjusted if appropriate.
but not for sale in the ordinary course of business, use
Transition to Ind AS
in the production or supply of goods or services or for
administrative purposes. Upon initial recognition, an On transition to Ind AS, the Group has elected to
investment property is measured at cost. Subsequent continue with the carrying value of all of its intangible
to initial recognition, investment property is measured assets recognised as at 1 April 2016, measured as per
at cost less accumulated depreciation and accumulated the previous GAAP, and use that carrying value as the
impairment losses, if any. Subsequent expenditure is deemed cost of such intangible assets.
capitalised to the asset’s carrying amount only when it
Intangible assets are amortised using straight-
is probable that future economic benefits associated
line method over their estimated useful life as
with the expenditure will flow to the group and the cost
follows:


Asset Useful life and when estimating expected credit losses, the Group
considers reasonable and supportable information
License fee on software 5 years or license period
that is relevant and available without undue cost or
whichever is lower
effort. This includes both quantitative and qualitative
Technical know how 3 years information and analysis, based on the Group’s
Customer relationships 4 years historical experience and informed credit assessment
Customer contracts 4 years and including forward‑looking information.
11. Non-current assets held for sale The Group considers a financial asset to be in
default when the borrower is unlikely to pay its credit
Non-current assets are classified as held for sale if it is obligations to the Group in full, without recourse by
highly probable that they will be recovered primarily the Group to actions such as realising security (if any is
through sale in its present condition rather than through held).
continuing use and are measured at the lower of
carrying amount and fair value less costs to sell. Measurement of expected credit losses
Once classified as held-for-sale, property, plant and Expected credit losses are a probability‑weighted
equipment, intangible assets and investment properties estimate of credit losses. Credit losses are measured
are no longer depreciated or amortised. as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the Group
12. Impairment in accordance with the contract and the cash flows that
i. Impairment of financial instruments the Group expects to receive).
The Group recognises loss allowances for expected credit Presentation of allowance for expected credit losses in
losses on financial assets measured at amortised cost. the balance sheet
At each reporting date, the Group assesses whether Loss allowances for financial assets measured at
financial assets carried at amortised cost are amortised cost are deducted from the gross carrying
credit‑impaired. A financial asset is ‘credit‑impaired’ amount of the assets. For debt securities at FVOCI,
when one or more events that have a detrimental impact the loss allowance is charged to profit and loss and is
on the estimated future cash flows of the financial asset recognised in OCI.
have occurred.
Write-off
The Group measures loss allowances at an amount
equal to lifetime expected credit losses, except for debt The gross carrying amount of a financial asset is written
securities and bank balances for which credit risk (i.e. off (either partially or in full) to the extent that there is no
the risk of default occurring over the expected life of realistic prospect of recovery. This is generally the case
the financial instrument) has not increased significantly when the Group determines that the debtor does not
since initial recognition. have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to
Loss allowances for trade receivables are always
the write‑off. However, financial assets that are written
measured at an amount equal to lifetime expected
off could still be subject to enforcement activities
credit losses.
in order to comply with the Group’s procedures for
Lifetime expected credit losses are the expected credit recovery of amounts due.
losses that result from all possible default events over
the expected life of a financial instrument. ii. Impairment of property, plant and equipment and
intangible assets including goodwill
12-month expected credit losses are the portion of
expected credit losses that result from default events At the end of each reporting period, the group
that are possible within 12 months after the reporting reviews the carrying amounts of its property, plant and
date (or a shorter period if the expected life of the equipment and intangible assets to determine whether
instrument is less than 12 months). there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the
In all cases, the maximum period considered when
recoverable amount of the asset is estimated in order
estimating expected credit losses is the maximum
to determine the extent of the impairment loss (if any).
contractual period over which the Group is exposed to
When it is not possible to estimate the recoverable
credit risk.
amount of an individual asset, the group estimates the
`When determining whether the credit risk of a financial recoverable amount of the cash-generating unit to which
asset has increased significantly since initial recognition the asset belongs. When a reasonable and consistent

Corporate Overview
Management Reports

basis of allocation can be identified, corporate assets subsequently stated at amortised cost. Any difference
are also allocated to individual cash-generating units, between the proceeds (net of transaction costs) and
or otherwise they are allocated to the smallest group the redemption value is recognised in the statement of
of cash-generating units for which a reasonable and profit and loss over the period of the borrowings using
consistent allocation basis can be identified. the effective interest rate method. Borrowings are
classified as current liabilities unless the group has an
Goodwill and intangible assets with indefinite useful unconditional right to defer settlement of the liability
lives and intangible assets not yet available for use are for at least 12 months after the reporting date.
tested for impairment at least annually, and whenever
there is an indication that the asset may be impaired. Borrowing costs are interest and other costs (including
For the purpose of impairment testing, goodwill is exchange differences relating to foreign currency
allocated to each of the Group’s cash-generating units borrowings to the extent that they are regarded as an
or groups of cash-generating units that are expected adjustment to interest costs) incurred in connection
to benefit from the synergies of the combination. Cash- with the borrowing of funds. Borrowing costs directly
generating units to which goodwill has been allocated attributable to the acquisition, construction or
are tested for impairment annually, or more frequently production of qualifying assets, which are assets that
when there is an indication that the unit’s value may be necessarily take a substantial period of time to get
impaired. ready for their intended use or sale, are added to the
cost of those assets, until such time as the assets are
Recoverable amount is the higher of fair value less substantially ready for their intended use or sale.
costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted Interest income earned on the temporary investment
to their present value using a pre-tax discount rate that of specific borrowings pending their expenditure on
reflects current market assessments of the time value qualifying assets is deducted from the borrowing costs
of money and the risks specific to the asset (or cash- eligible for capitalisation.
generating unit) for which the estimates of future cash
flows have not been adjusted. All other borrowing costs are recognised in profit and
loss in the period in which they are incurred.
If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its carrying 14. Leases
amount, the carrying amount of the asset (or cash- The Group’s lease asset classes primarily consist of leases
generating unit) is reduced to its recoverable amount. for land, buildings, plant and equipment, office equipment,
An impairment loss is recognised immediately in the vehicles etc. The Group assesses whether a contract
statement of profit and loss. contains a lease, at inception of a contract. A contract is,
If the recoverable amount of the cash-generating unit is or contains, a lease if the contract conveys the right to
less than the carrying value of the unit, the impairment control the use of an identified asset for a period of time in
loss is allocated first to reduce the carrying value of exchange for consideration. To assess whether a contract
any goodwill allocated to the unit and then to the other conveys the right to control the use of an identified asset,
assets of the unit in proportion to the carrying value of the group assesses whether: (i) the contract involves the
each asset in the unit. use of an identified asset (ii) the group has substantially all
of the economic benefits from use of the asset through the
When an impairment loss subsequently reverses, the period of the lease and (iii) the group has the right to direct
carrying amount of the asset (or a cash-generating the use of the asset.
unit) is increased to the revised estimate of its
recoverable amount, so that the increased carrying At the date of commencement of the lease, the
amount does not exceed the carrying amount that Group recognizes a right-of-use asset (“ROU”) and a
would have been determined had no impairment loss corresponding lease liability for all lease arrangements
been recognised for the asset (or cash-generating in which it is a lessee, except for leases with a term of
unit) in prior years. A reversal of an impairment loss is twelve months or less (short-term leases) and low value
recognised immediately in the statement of profit and leases. For these short-term and low value leases, the
loss. An impairment loss in respect of goodwill is not Group recognizes the lease payments as an expense on
subsequently reversed. a straight-line basis over the term of the lease.
13. Borrowings and borrowing costs ROU assets and lease liabilities are measured based on
lease term that includes periods covered by an option
Borrowings are recognised initially at fair value, to extend the lease when it is reasonably certain that
net of transaction costs incurred. Borrowings are they will be exercised and periods covered by an option


to terminate the lease when it is reasonably certain that written down below cost except in cases where material
they will not be exercised. prices have declined and it is estimated that the cost
of the finished products will exceed their net realisable
The right-of-use assets are initially recognized at cost,
value.
which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the The net realisable value of work-in-progress is
commencement date of the lease plus any initial direct determined with reference to the selling prices of
costs less any lease incentives. They are subsequently related finished products.
measured at cost less accumulated depreciation and
impairment losses. The comparison of cost and net realisable value is made
on an item-by-item basis.
Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the 16. Cash and cash equivalents
shorter of the lease term and useful life of the underlying Cash comprises cash on hand and demand deposits
asset. Right of use assets are evaluated for recoverability with banks. Cash equivalents are short-term balances
whenever events or changes in circumstances indicate (with an original maturity of three months or less from
that their carrying amounts may not be recoverable. the date of acquisition), highly liquid investments that
For the purpose of impairment testing, the recoverable
are readily convertible into known amounts of cash
amount (i.e. the higher of the fair value less cost to sell
and which are subject to insignificant risk of changes in
and the value-in-use) is determined on an individual
value.
asset basis unless the asset does not generate cash flows
that are largely independent of those from other assets. 16.1 Cash flow statement
In such cases, the recoverable amount is determined
for the Cash Generating Unit (CGU) to which the asset Cash flows from operating activities are reported using
belongs. the indirect method, whereby profit / (loss) is adjusted
for the effects of transactions of non-cash nature and
The lease liability is initially measured at amortized any deferrals or accruals of past or future cash receipts
cost at the present value of the future lease payments. or payments. The cash flows from operating, investing
The lease payments are discounted using the interest and financing activities of the Group are segregated.
rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates. Lease liabilities 17. Foreign currency
are re-measured with a corresponding adjustment to (i) Transactions and balances
the related right of use asset if the group changes its
assessment if whether it will exercise an extension or a In preparing the consolidated financial statements,
termination option. transactions in currencies other than the entity’s
functional currency (foreign currencies) are recognised
Lease liability and ROU asset have been separately
at the rates of exchange prevailing at the dates of the
presented and lease payments have been classified as
transactions. As at the reporting date, non-monetary
financing cash flows.
items which are carried in terms of historical cost
15. Inventories denominated in a foreign currency are reported using
the exchange rate at the date of the transaction. All non-
Inventories are valued at the lower of cost on weighted monetary items which are carried at fair value or other
average basis and estimated net realisable value (net of similar valuation denominated in a foreign currency are
allowances) after providing for obsolescence and other reported using the exchange rates that existed when
losses, where considered necessary. The cost comprises the values were determined. All monetary assets and
of cost of purchase, cost of conversion and other costs liabilities in foreign currency are translated into the
including appropriate production overheads in the case functional currency at the exchange rate at the reporting
of finished goods and work-in-progress, incurred in date.
bringing such inventories to their present location and
condition. Trade discounts or rebates are deducted in Exchange differences are recognised in profit and loss,
determining the costs of purchase. Net realisable value except exchange differences arising from the translation
represents the estimated selling price for inventories of the following items which are recognised in OCI:
less all estimated costs of completion and costs
• equity investments at fair value through OCI
necessary to make the sale.
(FVOCI);
Raw materials, components and other supplies held • qualifying cash flow hedges to the extent that the
for use in the production of finished products are not hedges are effective.

Corporate Overview
Management Reports

(ii) Foreign operations recognises as expenses the related costs for which
the grants are intended to compensate. Specifically,
The assets and liabilities of foreign subsidiaries
government grants whose primary condition is that the
including goodwill and fair value adjustments arising
Group should purchase, construct or otherwise acquire
on acquisition, are translated into INR, the functional
non-current assets are recognised as deferred income in
currency of the Company, at the exchange rates at the
the balance sheet and transferred to profit and loss on a
reporting date. The income and expenses of foreign
systematic basis over the useful lives of the related assets.
operations are translated into INR at the exchange rates
at the dates of the transactions or an average rate if the Government grants that are receivable as compensation
average rate approximates the actual rate at the date of for expenses or losses already incurred or for the purpose
the transaction. of giving immediate financial support to the Group with no
future related costs are recognised in profit and loss in the
18. Revenue recognition
period in which they become receivable.
The Group derives revenues primarily from various
20. Employee benefits
products and services related to manufacture
and supply of auto components and providing Short-term employee benefits
technological services. Revenue is measured based
on the consideration specified in a contract with a Short-term employee benefit obligations are measured
customer and excludes amounts collected on behalf of on an undiscounted basis and are expensed as the
third parties. related service is provided. A liability is recognised for the
amount expected to be paid, if the Group has a present
Revenue is recognized upon transfer of control of legal or constructive obligation to pay this amount as
promised products or services to customers (i.e. when a result of past service provided by the employee, and
products are delivered to customers or when delivered the amount of obligation can be estimated reliably.
to a carrier, as the case may be) at an amount that
reflects the consideration that the Group expects to Defined contribution plans
receive in exchange for those products or services. Provident fund
Revenue is reduced for estimated discounts and other
similar allowances. A defined contribution plan is a post-employment benefit
plan under which an entity pays fixed contributions into
Revenue from services has been recognised as and a separate entity and will have no legal or constructive
when the service has been performed. obligation to pay further amounts. The Group makes
Other income specified monthly contributions towards Government
administered provident fund scheme. Obligations
Interest income is recognised using the effective for contributions to defined contribution plans are
interest method. The ‘effective interest rate’ is the rate recognised as an employee benefit expense in profit
that exactly discounts estimated future cash payments and loss in the periods during which the related services
or receipts through the expected life of the financial are rendered by employees.
instrument to:
Superannuation fund
• the gross carrying amount of the financial asset; or
This is a defined contribution plan, where a portion
• the amortised cost of the financial liability. of the eligible employees’ salary, as per the choice
exercised by the respective employees, is contributed
Dividend income from investments is recognised when
towards superannuation fund administered by the
the shareholder’s right to receive payment has been
Trustees and managed by Life Insurance Corporation
established.
of India (LIC). There are no further obligations for
19. Government grants future superannuation benefits other than the annual
contributions which is recognized as expense as and
Government grants are not recognised until there is when due.
reasonable assurance that the Group will comply with
the conditions attaching to them and that the grants will Defined benefit plans
be received. Such grants are valued at fair value at the
A defined benefit plan is a post-employment benefit
initial recognition.
plan other than a defined contribution plan. The
Government grants are recognised in profit and loss on Group’s net obligation in respect of defined benefit
a systematic basis over the periods in which the Group plans is calculated by estimating the amount of future


benefit that employees have earned in the current and the Act as a charge to the statement of profit and loss
prior periods, discounting that amount and deducting account. As at the balance sheet date, an asset / liability
the fair value of any plan assets. is recognized for the difference between the amount
spent and the amount required to be spent as per the
The calculation of defined benefit obligation is provisions of the Act.
performed annually by a qualified actuary using the
projected unit credit method. When the calculation 22. Research & development expenditure
results in a potential asset for the Group, the recognised
Expenditure on research is recognized as an expense
asset is limited to the present value of economic
when it is incurred. Expenditure on development
benefits available in the form of any future refunds from
which does not meet the criteria for recognition as an
the plan or reductions in future contributions to the plan
intangible asset is recognized as an expense when it is
(‘the asset ceiling’). In order to calculate the present
incurred.
value of economic benefits, consideration is given to
any minimum funding requirements. Items of property, plant and equipment and acquired
intangible assets utilised for Research and Development
Remeasurements of the net defined benefit liability,
are capitalized and depreciated in accordance with the
which comprise actuarial gains and losses and the
policies stated for property, plant and equipment and
effect of the asset ceiling (if any, excluding interest),
intangible assets.
are recognised in OCI. The Group determines the net
interest expense (income) on the net defined benefit 23. Provisions and contingent liabilities
liability (asset) for the period by applying the discount
rate used to measure the defined benefit obligation Provisions: Provisions are recognised when there
at the beginning of the annual period to the then-net is a present obligation as result of a past event, it is
defined benefit liability (asset), taking into account any probable that an outflow of resources embodying
changes in the net defined benefit liability (asset) during economic benefits will be required to settle the
the period as a result of contributions and benefit obligation and there is a reliable estimate of the amount
payments. Net interest expense and other expenses of the obligation. Provisions are measured at the best
related to defined benefit plans are recognised in profit estimate of the expenditure required to settle the
and loss. present obligation at the Balance sheet date and are not
discounted to its present value unless the effect of time
When the benefits of a plan are changed or when a value of money is material. When discounting is used,
plan is curtailed, the resulting change in benefit that the increase in the provision due to the passage of time
relates to past service (‘past service cost’ or ‘past service is recognised as a finance cost.
gain’) or the gain or loss on curtailment is recognised
immediately in profit and loss. The Group recognises Contingent Liabilities: Contingent liabilities are
gains and losses on the settlement of a defined benefit disclosed when there is a possible obligation arising
plan when the settlement occurs. from past events, the existence of which will be
confirmed only by the occurrence or non occurrence of
Compensated absences one or more uncertain future events not wholly within
the control of the Group or a present obligation that
Accumulated compensated absences, which are
arises from past events where it is either not probable
expected to be availed or encashed within 12 months from
that an outflow of resources will be required to settle or a
the end of the year are treated as short term employee
reliable estimate of the amount cannot be made. When
benefits. Those that are expected to be encashed after
there is a possible obligation or a present obligation
12 months from the end of the year are treated as other
in respect of which likelihood of outflow of resources
long-term employee benefits. The obligation towards the
embodying economic benefits is remote, no provision
same is measured at the expected cost of accumulating
or disclosure is made.
compensated absences as the additional amount
expected to be paid as a result of the unused entitlement Provisions for warranty: The estimated liability for
as at the year end. The obligation is measured on the product warranties is recorded when products are
basis of an annual independent actuarial valuation using sold. These estimates are established using historical
the projected unit credit method. Remeasurements gains information on the nature, frequency and average cost of
or losses are recognised in profit and loss in the period in warranty claims and management estimates regarding
which they arise. possible future incidence based on corrective actions
on product failures. The timing of outflows will vary
21. Expenditure on Corporate Social Responsibility (CSR)
as and when warranty claim will arise - being typically
The Group accounts the expenditure incurred towards upto two years. The group accounts for the provision for
Corporate Social Responsibility as required under warranty on the basis of the information available with

Corporate Overview
Management Reports

the Management duly taking into account the current Deferred tax is measured at the tax rates that are
and past technical estimates. expected to apply to the period when the asset is
realised or the liability is settled, based on the laws that
24. Taxation have been enacted or substantively enacted by the
Income tax comprises current and deferred tax. It is reporting date.
recognised in profit and loss except to the extent that The measurement of deferred tax reflects the tax
it relates to an item recognised directly in equity or in consequences that would follow from the manner in which
other comprehensive income. the Group expects, at the reporting date, to recover or
a. Current tax: settle the carrying amount of its assets and liabilities.
Current tax comprises the expected tax payable or Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities
receivable on the taxable income or loss for the year
and assets, and they relate to income taxes levied by
and any adjustment to the tax payable or receivable
the same tax authority on the same taxable entity, or on
in respect of previous years. The amount of current tax
different tax entities, but they intend to settle current tax
reflects the best estimate of the tax amount expected to
liabilities and assets on a net basis or their tax assets and
be paid or received after considering the uncertainty,
liabilities will be realised simultaneously.
if any, related to income taxes. It is measured using tax
rates (and tax laws) enacted or substantively enacted by 25. Financial guarantee contracts
the reporting date.
A financial guarantee contract is a contract that requires
Current tax assets and current tax liabilities are offset the issuer to make specified payments to reimburse the
only if there is a legally enforceable right to set off holder for a loss it incurs because a specified debtor
the recognised amounts, and it is intended to realise fails to make payments when due in accordance with
the asset and settle the liability on a net basis or the terms of a debt instrument.
simultaneously.
Financial guarantee contracts issued by the group are
b. Deferred tax: initially measured at their fair values are subsequently
measured at the higher of:
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets • the amount of loss allowance determined in
and liabilities for financial reporting purposes and the accordance with impairment requirements of Ind
corresponding amounts used for taxation purposes. AS 109; and
Deferred tax is also recognised in respect of carried
• the amount initially recognised less, when appropriate,
forward tax losses and tax credits. Deferred tax is not
the cumulative amount of income recognised in
recognised for:
accordance with the principles of Ind AS 115.
• temporary differences arising on the initial
26. Earnings per share
recognition of assets or liabilities in a transaction
that is not a business combination and that affects Basic earnings per share is computed by dividing
neither accounting nor taxable profit and loss at the the profit after tax (including the post tax effect of
time of the transaction; exceptional items, if any) by the weighted average
number of equity shares outstanding during the year.
• temporary differences related to investments in
subsidiaries and joint arrangements to the extent that Diluted earnings per share is computed by dividing
the Group is able to control the timing of the reversal the profit after tax (including the post tax effect of
of the temporary differences and it is probable that exceptional items, if any) as adjusted for dividend,
they will not reverse in the foreseeable future; and interest and other charges to expense or income relating
to the additional dilutive potential equity shares, by the
• taxable temporary differences arising on the initial weighted average number of equity shares considered
recognition of goodwill. for deriving basic earnings per share and the weighted
Deferred tax assets are recognised to the extent that it average number of equity shares which could have
been issued on the conversion of all dilutive potential
is probable that future taxable profits will be available
equity shares. Potential equity shares are deemed to
against which they can be used. Deferred tax assets
be dilutive only if their conversion to equity shares
– unrecognised or recognised, are reviewed at each
would decrease the net profit per share from continuing
reporting date and are recognised/ reduced to the extent
operations. Potential dilutive equity shares are deemed
that it is probable/ no longer probable respectively that
to be converted as at the beginning of the period,
the related tax benefit will be realised.


unless they have been issued at a later date. The dilutive Ind AS 16 - Property Plant and equipment - The
potential equity shares are adjusted for the proceeds amendment clarifies that excess of net sale proceeds
receivable had the shares been actually issued at fair of items produced over the cost of testing, if any, shall
value (i.e. average market value of the outstanding not be recognised in the profit and loss but deducted
shares). Dilutive potential equity shares are determined from the directly attributabe cost considered as part of
independently for each period presented. cost of an item of property,plant and equipment. The
effective date for adoption of this amendmnet is annual
27. Dividend period begining on or after April 1,2022. The Company
The final dividend on shares is recorded as a liability on has evaluated the amendment and there is no impact
the date of approval by the shareholders and interim on its financial statements.
dividends are recorded as a liability on the date of Ind AS 37 - Provsions, Contingent iabilities and
declaration by the Board of Directors. Contingent Assets - The amendments specifies that
28. Segment reporting the ‘cost of fulfilling’ a contract comprieses the ‘costs
that relate directly to the contract’. Costs that relate
The Group is engaged in the activities related to directly to a contract can either be incremental costs
manufacture and supply of auto components and of fulfilling that contract(examples would be direct
providing technological services for transportation labour,materials) or an allocation of other costs that
industry. The Chief Operating Decision Maker (Board of relate directly to fulfilling contracts (an example would
Directors) review the operating results of the Group as a be the allocation of the depreciation charge for an
whole for purposes of making decisions about resources item of property, plant and equipment used in fulfilling
to be allocated and assess its performance, the entire the contract). The effective date for adoption of this
operations are to be classified as a single segment, amendment is annual periods beginning on or after
namely components for transportation industry. April 1, 2022, although early adoption is permitted. The
Company has evaluated the amendment and the impat
29. Recent pronouncements
is not expected to be material
Ministry of Corporate Affairs (“MCA”) notifies new
Ind AS 109 – Annual Improvements to Ind AS (2021) - The
standard or amendments to the existing standards
amendment clarifies which fees an entity includes when
under Companies (Indian Accounting Standards)
it applies ‘10 percent’ test of IND AS 109 in assessing
Rules as issued time to time. On March 23, 2022,MCA
whether to derecognise a financial liability. The group
amended the Companies (Indian Accounting Standards)
does not expect the amendment to have any significant
Amendment Rules, 2022, as below.
impact in its financial statements.

Notes forming part of the CONSOLIDATED Financial Statements
3 Property, plant and equipment & capital work-in-progress
31 March 2022 31 March 2021
Property, plant and equipment
Freehold land 11,194 11,194
Leasehold land improvement 413 417
Buildings 15,319 15,482
Plant and equipment 47,532 43,035
Furniture and fixtures 302 315
Office equipment 612 668
Vehicles 132 112
75,504 71,223
Capital work-in-progress 2,674 3,450
Particulars Freehold Leasehold land Buildings Plant and Furniture Office Total
land improvement equipment and fixtures equipments Vehicles
Balance at 1 April 2020 11,194 250 18,751 82,092 1,084 2,644 247 1,16,262
Additions - 302 388 10,039 39 243 74 11,085
Disposals - - - (80) (108) (20) - (208)
Exchange differences on translation of foreign operations - (6) - (214) - - - (220)
Balance at 31 March 2021 11,194 546 19,139 91,837 1,015 2,867 321 1,26,919
Additions - 26 672 13,303 88 348 53 14,490
Disposals - - - (143) (26) (45) (15) (229)
Exchange differences on translation of foreign operations - 16 - 430 - 9 - 455
Acquisition through business combination (refer Note 3.7) - - - 1,634 14 17 12 1,677
Balance at 31 March 2022 11,194 588 19,811 1,07,061 1,091 3,196 371 1,43,312
Balance at 1 April 2020 - 102 2,848 39,297 652 1,739 171 44,809
Depreciation expense - 30 809 9,689 150 481 38 11,197
Disposals - - - (63) (102) (16) - (181)
Exchange differences on translation of foreign operations - (3) - (121) - (5) - (129)
Balance at 31 March 2021 - 129 3,657 48,802 700 2,199 209 55,696
Depreciation expense - 42 835 10,670 114 417 44 12,122
Disposals - - - (134) (25) (39) (14) (212)
Exchange differences on translation of foreign operations - 4 - 191 - 7 - 202
Balance at 31 March 2022 - 175 4,492 59,529 789 2,584 239 67,808
Net carrying amount
As on 31 March 2021 11,194 417 15,482 43,035 315 668 112 71,223
As on 31 March 2022 11,194 413 15,319 47,532 302 612 132 75,504

Corporate Overview
Management Reports
143

Note:
3.1. For property, plant and equipment provided as security against borrowings, Refer note 23.
3.2 During the year ended 31 March 2022, the Group commenced installation of new plant and machinery in respect of an overseas
subsidiary, costs incurred up to the reporting date totaled to ₹ 1,839 lakhs (31 March 2021: ₹ 3,114 lakhs). Capitalized borrowing costs
related to the installation of plant and machinery amounted to Nil as at 31 March 2022 (31 March 2021:₹ 176 lakhs with a capitalization
rate of 3.3 percent)
3.3 Ageing details of capital work-in-progress
Particulars Amount in CWIP for a period of Total

Less than 1 year 1-2 years 2-3 years More than 3 years
As at 31 March 2022
Projects in progress 2,574 36 64 - 2,674
As at 31 March 2021
Projects in progress 2,165 1,280 5 - 3,450
The Group does not have any capital work-in-progress that has exceeded its cost compared to its original plan. Capital work-in-progress
includes certain projects whose completion is overdue. Expected completion schedule of such projects are as follows:
Particulars To be completed in Total

As at 31 March 2022
Projects in progress
Capacity enhancement project 555 - - - 555
Others 73 - - - 73
As at 31 March 2021
Projects in progress - - - - -
3.4 The Group does not have any Benami proprerty.

3.5 The group has not revalued any property, plant and equipment.
3.6 Refer note 42.b for Capital Commitments
Impairment assessment
The Group tested the assets relating to the Group’s entity in the United States (Rane Light Metal Casting Inc.) for impairment. In order to
carry out the above assessment, projections of future cash flows of the operating step-down subsidiary based on the most recent long-
term forecasts, including selling price as well as volumes are estimated over the next five years. The estimation of sales volumes is based on
management’s assessment of probability of securing the new businesses in the future, adverse business impact and uncertainties arising due
to COVID-19 pandemic to the extent known. The impact of COVID-19 on the Company’s financial statements may differ from that estimated
as at the date of approval of these financial statements depending on the circumstances that may evolve in the future.
The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions
represent management’s assessment of future trends in the relevant industries and have been based on historical data from both
external and internal sources.
31 March 2022 31 March 2021
Discount rate 8.20% to 9.20% 7.80% to 8.80%
Terminal value growth rate 2.50% 2.50%
Budgeted revenues growth rate 15.38% 22.18%
Application of sensitivities over the above assumptions would not result in an impairment loss as at the year end.
3.7 Business combinations
Acquisition of Steering Component business (“Undertaking”)
The Group acquired the Steering components business (SCB) of Yagachi Technologies Private Limited for an aggregate consideration
of Rs. 2,319 Lakhs under a slump sale agreement dated October 11, 2021. The undertaking is primarily engaged in the business of
manufacture of steering components for automotive applications.

Corporate Overview
Management Reports

The transaction was accounted under Ind AS 103 “Business Combinations” as a business combination with the purchase price
being allocated to identifiable assets and liabilities at fair value.
A. Consideration transferred
The following table summarises the acquisition date fair value of each class of consideration transferred:
Particulars Amount
Cash 2,319
Total consideration for business combination 2,319
B. Identifiable assets acquired and liabilities assumed
The following table summarises the recognized amount of assets acquired and liabilities assumed on the date of
acquisition:
Particulars Amount
Property, plant and equipment 1,677
Intangible assets 2
Intangible assets - Customer contract 367
Inventories 306
Other financial assets 124
Other current assets 35
Provisions (12)
Trade payables (237)
Total net identifiable assets acquired 2,262
C. Goodwill
Particulars Amount
Consideration transferred 2,319
Fair value of net identifiable assets 2,262
Goodwill 57
4 Right-of-use assets
31 March 2022 31 March 2021
Land 487 507
Buildings 211 99
Plant and equipment 159 166
Office equipment 109 174
Vehicles 69 154
Others 10 12
1,045 1,112


Particulars Land Buildings Plant and Office Vehicles Others Total
Equipment Equipment
Balance as at 1 April 2020 220 256 1,446 324 391 18 2,655
Additions 316 95 202 73 - - 686
Disposals - (168) (1,425) (7) (46) - (1,646)
Exchange differences on translation of foreign operations - - (20) (19) - - (39)
Balance as at 31 March 2021 536 183 203 371 345 18 1,656
Additions - 218 41 - - - 259
Disposals - (69) - - (38) - (107)
Exchange differences on translation of foreign operations - - 7 5 - - 12
Balance as at 31 March 2022 536 332 251 376 307 18 1,820
Balance as at 1 April 2020 9 96 1,396 177 105 4 1,787
Depreciation expense 20 54 52 77 107 2 312
Disposals - (66) (1,438) (7) (21) - (1,532)
Exchange differences on translation of foreign operations - - 27 (50) - - (23)
Balance as at 31 March 2021 29 84 37 197 191 6 544
Depreciation expense 20 106 53 68 73 2 322
Disposals - (69) - - (26) - (95)
Exchange differences on translation of foreign operations - - 2 2 - - 4
Balance as at 31 March 2022 49 121 92 267 238 8 775
Net carrying amount
As on 31 March 2021 507 99 166 174 154 12 1,112
As on 31 March 2022 487 211 159 109 69 10 1,045
Also refer note 44 for additional information about leases.

5 Investment property
Particulars Total
Balance at 1 April 2020 31
Additions -
Disposals -
Balance at 31 March 2021 31
Additions
Disposals
Balance at 1 April 2020 -
Depreciation expense -
Disposals -
Balance at 31 March 2021 -
Disposals -
Balance at 31 March 2022 -
Net carrying amount
As on 31 March 2021 31
As on 31 March 2022 31
Note: Investment property pertains to land held by REVL, with an intention to hold it for long-term capital appreciation purpose.
Fair value of the Group’s investment property:
Particulars Level 3
31 March 2022 31 March 2021
Fair value 54 54

Corporate Overview
Management Reports

The fair value of investment property is not based on the valuation by a registered valuer as defined under rule 2 of Companies
(Registered Valuers and Valuation) Rules, 2017. It is determined based on the Guideline Value published by the relevant revenue
authority.
6 Goodwill
31 March 2022 31 March 2021
Cost 7,452 7,395
Accumulated impairment losses (359) (196)
7,093 7,199
Particulars Total
Cost
Additions -
Disposals -
Additions through business combination (refer note 3.7) 57
Disposals -
Accumulated impairment losses

Balance at 1 April 2020 196
Impairment losses recognised during the year -
Disposals -
Impairment losses recognised during the year -
Depreciation expense 163
Disposals -
6.1 Impairment tests for goodwill
For impairment testing the carrying amount of goodwill was allocated to cash generating units as follows:
31 March 2022 31 March 2021
Rane (Madras) Limited ('RML') 2,901 2,844
Rane Engine Valve Limited ('REVL') 3,874 3,874
Rane Brake Lining Limited ('RBL') 114 114
Rane Holdings Europe GmbH 2 2
Rane t4u Private Limited 202 365
7,093 7,199
The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the cash
generating unit (CGU) is determined based on fair value less costs to sell in respect of goodwill allocated to CGUs represented
by the quoted market prices of the underlying listed investment (being RML, REVL, RBL) using Level 1 inputs. The key level 1
input is the closing market value of each of these CGUs.
- In respect of the goodwill allocated to REVL related CGU, based on the market value of the underlying listed investment as
at 31 March 2022, the Group noted a need for an impairment assessment. Consequently, the management has assessed
the recoverable amount of the CGU based on the present value of the future cash flows expected to be derived therefrom.
The recoverable amount is established to be higher than the carrying amount of CGU and hence no impairment was
required to be recognised as at 31 March 2022.
- G
oodwill allocated to Rane Holdings Europe GmbH CGU was not significant in comparison to the total carrying value of
Goodwill.
- A
s regards the goodwill allocated to RT4U, the recoverable amount is determined based on the fair value less cost to
sell model. This involves significant judgments and estimates including determination of comparable companies and
transactions, implied market multiples and projected revenue.


The key assumptions used in the estimation of the recoverable value are set out below:
Assumptions
Enterprise value to sales multiple 1.08
Projected revenue growth rate 43%
Based on the assessment, management has recorded an impairment of ` 163 lakhs for Goodwill allocated to Rane t4u Private
Limited.
7 Other intangible assets
31 March 2022 31 March 2021
Software 342 561
Customer relationship 5 7
Customer contracts 329 -
676 568
Particulars Software Technical Customer Customer Total

know-how relationship contracts
Balance at 1 April 2020 2,183 440 50 - 2,673
Additions 64 - 8 - 72
Disposals - - - - -
Balance at 31 March 2021 2,247 440 58 - 2,745
Additions 179 - - - 179
Acquisition through business combination (refer Note 3.7) 2 - - 367 369
Disposals - - - - -
Balance at 31 March 2022 2,428 440 58 367 3,293

Balance at 1 April 2020 1,287 327 36 - 1,650
Amortisation expense 399 113 15 - 527
Disposals - - - - -
Balance at 31 March 2021 1,686 440 51 - 2,177
Amortisation expense 400 - 2 38 440
Disposals - - - - -
Balance at 31 March 2022 2,086 440 53 38 2,617
Net carrying amount

As on 31 March 2021 561 - 7 - 568
As on 31 March 2022 342 - 5 329 676
The group has not revalued any of its Intangible assets.
8 Intangible assets under development
31 March 2022 31 March 2021
Intangible assets under development 95 -
Intangible assets under development ageing schedule
Particulars Amount in Intangible assets under development for a period of Total

As on 31 March 2022
Projects temporaily suspended - - - - -
As on 31 March 2021
Projects in progress - - - - -
Projects temporaily suspended - - - - -

Corporate Overview
Management Reports

8.1 The Company does not have any Intangible assets under development which is overdue or exceeded its cost
compared to its original plan and hence Intangible assets under development completion schedule is not applicable
8.2 Refer note 42.b for Capital Commitments
9 Investments accounted for using equity method
31 March 2022 31 March 2021
ZF Rane Automotive India Private Limited (formerly known as Rane TRW Steering Systems 23,068 21,672
Private Limited)
[42,81,740 (31 March 2021: 43,69,123) shares of ` 10 each] (refer note 9.1)
Rane NSK Steering Systems Private Limited 6,093 9,311

[87,71,000 (31 March 2021: 87,71,000) shares of ` 10 each]
29,161 30,983
ZF Rane Automotive India Private Limited and Rane NSK Steering Systems Private Limited are equity accounted
investments in which the group has 49% ownership each (31 March 2021: 50% and 49% respectively).
The investment in these entities are valued as follows:
The results of these entities are incorporated in these consolidated financial statements using the equity method of
accounting. Under the equity method, an investment in joint venture / associate entities are initially recognised in the
consolidated balance sheet at cost and adjusted thereafter to recognise the Group’s share of profit or loss and other
comprehensive income of the entities investment. Distributions received from such entities are reduced from the
carrying amount of the investment.
The following table summarises the financial information of the joint venture / associate entities and the carrying amount
of group’s interest such entities:

ZF Rane Rane NSK ZF Rane Rane NSK
Automotive Steering Automotive Steering
India Private Systems Private India Private Systems Private
Limited - (ZRAI) Limited - (RNSS) Limited- (ZRAI) Limited - (RNSS)
Percentage ownership interest 49% 49% 50% 49%
Non-current assets 37,862 37,734 37,041 37,094
Current assets 55,742 28,836 54,673 32,642
Non-current liabilities (4,015) (720) (5,407) (4,530)
Current liabilities (46,592) (55,589) (47,046) (48,379)
Net assets 42,997 10,261 39,261 16,827
Group's share of net assets 21,069 5,028 19,631 8,246
Add: Goodwill 1,999 1,065 2,041 1,065
Carrying amount of interest in joint venture / associate entities 23,068 6,093 21,672 9,311
The above amounts of assets and liabilities include the
following:
Cash and cash equivalents 1,829 1,800 2,885 1,247
Current financial liabilities (excluding trade and other 17,210 17,363 19,574 14,675
payables and provisions)
Non-current financial liabilities (excluding trade and other 3,301 720 4,388 1,053
payables and provisions)


ZF Rane Rane NSK ZF Rane Rane NSK
Automotive Steering Automotive Steering
India Private Systems Private India Private Systems Private
Limited - (ZRAI) Limited - (RNSS) Limited- (ZRAI) Limited - (RNSS)
Percentage ownership interest 49% 49% 50% 49%
Revenue 1,34,030 1,43,224 1,03,478 1,07,588
Interest income 18 21 21 30
Finance costs 681 1,146 699 830
Depreciation and amortisation 5,084 5,179 4,690 4,522
Income tax expense 1,396 (3,465) 835 (4,111)
Profit / (loss) for the year 4,939 (6,504) 2,495 (8,125)
Other comprehensive income 18 (63) (18) (3)
Total comprehensive income 4,957 (6,567) 2,477 (8,128)
Group's share of profit / (loss) for the year (refer note 9.2) 2,451 (3,187) 1,247 (3,981)
Group's share of other comprehensive income 9 (31) (9) (2)
Group's share of total comprehensive income 2,460 (3,218) 1,238 (3,983)
The Group had received dividend amounting to ` 612 lakhs (31
March 2021: ` 350 lakhs) from ZRAI and ` Nil (31 March 2021: `
Nil) from RNSS.
Commitments and contingent liabilities in respect of joint
venture / associate entities
Commitments
Share of capital commitment 1,554 324 390 262
Contingent liabilities
Share of contingent liabilities 915 1,169 1,031 1,154
Note 9.1: On 30 December 2021 the Company transfered 87,383 (nos.) equity shares representing 1% of the total
shareholding in ZF Rane Automotive India Private Limited (“ZRAI”) for a consideration of ` 2,016 Lakhs. The corresponding
gain from such transfer aggregating to ` 1,564 lakhs has been disclosed as Other Income (refer note 30)
Note 9.2: Share of profit / (loss) of Joint Venture / associate entities disclosed in the consolidated financial statements includes
the Group’s share of exceptional expenditure recorded by Rane NSK Steering Systems Private Limited (‘RNSS’) for year ended
31 March 2022 amounting to ` 7,918 lakhs (31 March 2021: ` 8,678 lakhs). This exceptional expenditure was incurred
by RNSS towards incremental warranty claims with respect to certain specific lots of products sold by RNSS to one of its
customers. These amounts have been determined by the management of RNSS based on technical estimates. RNSS has
determined the amount based on technical estimates and is currently in discussions with various parties to determine
and conclude on certain aspects that may impact the quantum of the warranty liability. Based on its assessment and
pending final outcome of such discussions and negotiations, RNSS believes that the provision carried by them as at 31
March 2022, is adequate.
10 Non-current investments
31 March 2022 31 March 2021
Unquoted investments:
A. Investments in equity instruments (fully paid-up) at FVTPL
Clean Wind Power (Manvi) Private Limited 4 4
[43,200 (31 March 2021: 43,200) shares of `10 each]
Capsol Energy Private Limited 210 210
[21,00,000 (31 March 2021: 21,00,000) shares of `10 each]
CWRE Wind Power Private Limited 0.09 0.09
[947 (31 March 2021: 947) shares of `10 each]
Shree MTK Textiles Private Limited 282 -
[8,820 (31 March 2021: Nil) shares of `100 each]

Corporate Overview
Management Reports

31 March 2022 31 March 2021
B. Investments in Equity designated as FVOCI:
AutoTech Fund I, L.P (refer note 10.1) 4,452 4,452
4,948 4,666
Aggregate carrying value of unquoted investments 4,948 4,666
10.1. Investments in Equity instruments at FVOCI:
The Group designated the investments shown below as equity investments at FVOCI because these equity instruments
represent investments that the Group intends to hold for long-term for strategic purposes.
Particulars Fair value at Dividend recognised Fair value at Dividend recognised

31 March 2022 during the year 2021-22 31 March 2021 during the year 2020-21
Investment in AutoTech Fund I, L.P 4,452 - 4,452 -
(“AutoTech”)
During the year ended 31 March 2022, the Company had invested an amount of ` 168 lakhs (`680 lakhs in 31 March
2021) in AutoTech towards its share of capital contribution as one of the limited partners in the fund. During the current
year, the company has received an amount of ` 552 lakhs (` 232 Lakhs in 31 March 2021) from AutoTech towards
its share of distribution of capital arising as a result of sale of investments held by AutoTech in some of the portfolio
companies. The said amount has been reduced from the cost of investments.
11 Current investments

NAV per Quantity Amount NAV per Quantity Amount
Unit in ` Unit in `
Unquoted investments
Investment in mutual fund - mandatorily measured at FVTPL
- Aditya Birla Sun Life Liquid Fund - Growth 340 41,031 140 329 33,924 112
- Nippon India Liquid Fund - Growth - - - 4,997 2,981 149
- SBI Mutual Fund - Growth 3,311 1,973 65 3,203 371 12
- HDFC Liquid Fund - Regular plan - Growth 4,152 24,173 1,003 4,018 50,281 2,020
Total unquoted investments 1,209 2,293
Aggregate book value of unquoted investments 1,209 2,293
Aggregate market value of unquoted investments 1,209 2,293
12 Loans
Loans to employees - - 98 46
- - 98 46
The Group’s exposure to credit risk and market risk are disclosed in note 48


13 Other financial assets
Security and other deposits 2,275 2,290 186 68
Interest receivable - - 193 111
Insurance and other claims - 901 146 60
Tooling related receivables 3,225 3,699 - -
Derivative assets 547 191 264 45
Margin money deposits 151 231 11 12
Advance recoverable in cash - - 66 28
Export incentive receivables - - 235 683
Other receivable - 2 21 29
Total 6,198 7,314 1,122 1,036
Note:
13.1 Margin money with banks includes restricted cash deposits provided as collateral for bank guarantees and borrowings.
13.2 The Group’s exposure to credit risk and market risk are disclosed in note no 48.
14 Income tax assets (net)

Advance Income-tax (net of provision for taxation) 3,138 3,192 39 15
Total 3,138 3,192 39 15
15 Other assets

Prepaid expenses 515 338 1,399 1,152
Capital advances 1,361 1,807 - -
Balance with statutory/government authorities 640 846 2,087 1,180
Security deposits - 1 - -
Advances to suppliers - - 2,047 1,789
Advances to employees - - 109 98
Export entitlements - - 620 259
Assets relating to employee benefits - Gratuity (refer - - 53 15
note 39)
Others 628 404 522 455
Total 3,144 3,396 6,837 4,948
16 Deferred tax assets / (liabilities)
31 March 2022 31 March 2021
Deferred tax assets (net) 3,464 3,718
Deferred tax liabilities (net) (821) (1,078)

Corporate Overview
Management Reports

Deferred tax assets (net) - 2021-22
Particulars Opening Recognised Recognised Other Closing

balance in P&L in OCI* adjustments Balance
Deferred tax assets
Employee benefits / Expenses deductible on payment basis 767 60 (5) - 822
MAT credit 395 - - (201) 194
Tax losses carried forward 2161 (212) - - 1949
Loss allowance on trade receivables 100 (25) - - 75
Property, plant and equipment 294 129 - - 423
Others 1 - - - 1
Deferred tax assets 3,718 (48) (5) (201) 3,464
Deferred tax liabilities (net) - 2021-22

Deferred tax assets
Employee benefits / Expenses deductible on payment basis 1,878 (646) 10 - 1,242
Loss allowance on trade receivables 102 2 - - 104
1,980 (644) 10 - 1,346
Fair valuation of financial instruments (579) 55 10 - (514)
Property, plant and equipment (2,479) 826 - - (1,653)
(3,058) 881 10 - (2,167)
Net deferred tax assets / (liabilities) (1,078) 237 20 - (821)
Deferred tax assets (net) - 2020-21

Deferred tax assets
Employee benefits / Expenses deductible on payment basis 652 128 (13) - 767
MAT credit 395 - - - 395
Tax losses carried forward 1,963 198 - - 2,161
Property, plant and equipment 61 233 - - 294
Cash flow hedges 7 - - (7) -
Others 2 (1) - - 1
Deferred tax assets 3,234 504 (13) (7) 3,718


Deferred tax liabilities (net) - 2020-21

Deferred tax assets
Employee benefits / Expenses deductible on payment 2,708 (786) (44) - 1,878
basis
Cash flow hedges 150 - (150) - -
Others 376 - - (376) -
3,420 (870) (194) (376) 1,980
Fair valuation of financial instruments (144) 53 (488) - (579)
Property, plant and equipment (3,628) 1,149 - - (2,479)
(3,772) 1,202 (488) - (3,058)
Net deferred tax assets / (liabilities) (352) 332 (682) (376) (1,078)
*Group’s share of other comprehensive income pertaining to Joint Venture / associate entities amounting to ` 11 Lakhs
(31 March 2021: ` 5 Lakhs) not included in the above.
Note:
16.1 In respect of REVL, as part of its periodic assessment the management of REVL has reversed the unutilised MAT credit
entitlements of `201 lakhs in the statement of profit and loss during the year under tax relating to earlier years.
(a) MAT Credit entitlements recognized in one of the earlier years of Rs. 179 Lakhs that is not likely to be utilised in
the future before its expiry date
(b) Re-measurement impact (reduction) of Rs. 22 Lakhs in MAT Credit entitlement on account of an unfavorable
income tax order received during the year in respect of one of the earlier years
16.2 In respect of RT4U, the management decided to reverse deferred tax assets recognized on account of carried forward
business losses amounting to `581 Lakhs. 16.2 In respect of RT4U, the management decided to reverse deferred tax
assets recognized on account of carried forward business losses amounting to `581 Lakhs.
Unrecognised deferred tax assets
Deferred tax assets have not been recognized in respect of the following tax losses relating to certain subsidiaries,
because it is not probable that future taxable profit will be available against which such subsidiaries can use the benefits
therefrom.

Gross amount Unrecognised Gross amount Unrecognised
tax effect tax effect
Tax losses 24,627 6,627 19,863 5,363
17 Inventories
31 March 2022 31 March 2021
(valued at lower of cost and net realizable value)
Raw materials and components 15,159 9,983
[included goods-in-transit amounting to ` 1,679 Lakhs (31 March 2021: ` 920
Lakhs)]
Work-in-progress 5,235 4,166
Finished goods 14,299 9,231
[included goods-in-transit amounting to ` 1,485 Lakhs (31 March 2021: ` 1,880
Lakhs)]
Stores & spares 5,016 4,566
Stock-in-trade 286 90
39,995 28,036

Corporate Overview
Management Reports

Note:
17.1. During the year ended 31 March 2022 the Group recorded inventory write-down expenses of ` 469 lakhs (31
March 2021: `357 lakhs).
17.2. The method of valuation of inventories has been stated in Note 2.15.
18 Trade receivables
31 March 2022 31 March 2021
From related parties
Trade receivables considered good - unsecured 468 934
468 934
From others
Trade receivables considered good - unsecured 58,145 48,627
Less: Loss allowance (expected credit loss allowance) (1,066) (946)
57,079 47,681
57,547 48,615
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based
on a provision matrix. The provision matrix takes into account historical credit loss experience based on: a) Past trend of
outstanding receivables over a rolling period of past 24 months and b) actual amount of outstanding receivables as on
the reporting date.
Movement in expected credit loss allowance Year ended Year ended

31 March 2022 31 March 2021
Balance at beginning of the year 946 1,167
Movement in statement of profit and loss (refer note 37) 317 (6)
Foreign exchange adjustment (31) (5)
Amount written off during the year (166) (210)
Balance at end of the year 1,066 946
Outstanding for following periods from due date of payment As at 31st March 2022 Total
6 months -1 year 3 years
(i) Undisputed Trade receivables — considered good 8,950 216 131 233 142 9,672
(ii) Undisputed Trade receivables — which have significant - - - - - -
increase in credit risk
(iii) Undisputed Trade receivables — credit impaired - - - - - -
(iv) Disputed Trade receivables — considered good - - - - - -
(v) Disputed Trade receivables — which have significant - - - - - -
(vi) Disputed Trade receivables — credit impaired - - - - - -
(vii) Amount not due 48,031 - - - - 48,941
(viii) Unbilled revenue 910
Outstanding for following periods from due date of payment As at 31st March 2021 Total
6 months -1 year 3 years
(i) Undisputed Trade receivables — considered good 8,057 163 270 116 165 8,771
(ii) Undisputed Trade receivables — which have significant - - - - - -
(iii) Undisputed Trade receivables — credit impaired - - - - - -
(iv) Disputed Trade receivables — considered good - - - - - -
(v) Disputed Trade receivables — which have significant - - - - - -
(vi) Disputed Trade receivables — credit impaired - - - - - -
(vii) Amount not due 39,932 - - - - 39,932
(viii) Unbilled revenue 858


19 a. Cash and cash equivalents
31 March 2022 31 March 2021
Cash on hand 8 24
Balance with banks in
Current accounts 1,548 1,283
EEFC account 184 199
Deposit accounts 975 4,600
2,715 6,106
Reconciliation of cash and cash equivalents as per the cash flow statement to as per the Balance sheet
31 March 2022 31 March 2021
Cash and cash equivalents as per Balance sheet 2,715 6,106
Effects of exchange rate changes on the balance of cash and cash equivalents held in foreign (58) (4)
currencies
Bank overdraft availed for cash management purposes (146) (180)
Cash and cash equivalents as per the cash flow statement 2,511 5,922
b. Bank balances other than above
31 March 2022 31 March 2021
Balances with banks in earmarked accounts
Unclaimed dividend 95 102
Margin money accounts - 112
Unpaid fractional shares account 1 1
96 215
20 Share capital
31 March 2022 31 March 2021
a. Authorised share capital:
Equity shares:
Preference shares:
50,00,000 (31 March 2021: 50,00,000) preference shares of ` 10 each 500 500
b. Issued share capital:
c. Subscribed and paid up share capital:
1,42,77,809 (31 March 2021: 1,42,77,809) equity shares of ` 10 each fully paid up 1,428 1,428
1,428 1,428

Corporate Overview
Management Reports

20.1 Reconciliation of number of shares

Number of Amount Number of Amount
shares shares
Equity shares of ` 10 each fully paid up
At the beginning and at the end of the year 1,42,77,809 1,428 1,42,77,809 1,428
The Company has one class of equity share having a par value of ` 10 per share. Each holder of equity share is entitled
to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting. Repayment of capital on liquidation will be in proportion to the number of equity
shares held.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.
20.2 Details of promoter shareholding:
Promoter name 2021-22 2020-21 % change

Number of % of total Number of % of total during the
shares held shares shares held shares year
Raman T G G 1,484,056 10.39% 1,484,056 10.39% 0.00%

Ganesh L & Meenakshi Ganesh 719,096 5.04% 712,196 4.99% 0.05%
Lakshman L & Pushpa Lakshman 702,560 4.92% 702,560 4.92% 0.00%
Rathika R Sundaresan 625,066 4.38% 625,066 4.38% 0.00%
Geetha Raman Subramanyam 625,065 4.38% 625,065 4.38% 0.00%
Ranjini R Iyer 625,065 4.38% 625,065 4.38% 0.00%
Meenakshi Ganesh & Ganesh L 305,430 2.14% 305,430 2.14% 0.00%
Vanaja Aghoram 275,635 1.93% 275,635 1.93% 0.00%
Lakshman L (Huf) 216,986 1.52% 216,986 1.52% 0.00%
Pushpa Lakshman & Lakshman L 195,199 1.37% 195,199 1.37% 0.00%
Ganesh L (Huf) 191,907 1.34% 191,907 1.34% 0.00%
Shanthi Narayan 144,924 1.02% 144,924 1.02% 0.00%
Harish Lakshman 139,817 0.98% 124,817 0.87% 0.11%
Aditya Ganesh 114,281 0.80% 114,281 0.80% 0.00%
Vinay Lakshman 106,698 0.75% 106,698 0.75% 0.00%
Aparna Ganesh 68,511 0.48% 68,511 0.48% 0.00%
Rama R Krishnan 61,452 0.43% 61,452 0.43% 0.00%
Malavika Lakshman 21,222 0.15% 18,722 0.13% 0.02%
Rekha Sundar 15,610 0.11% 15,610 0.11% 0.00%
Chitra Sundaresan 8,109 0.06% 8,109 0.06% 0.00%
Pravin Kumar 2,800 0.02% 2,800 0.02% 0.00%
Keshav Harish Lakshman 100 0.00% 100 0.00% 0.00%


20.3 Details of shares held by each shareholder holding more than 5 percent of equity shares in the Company:
Name of the shareholder As at 31 March 2022 As at 31 March 2021

Number of % of holding Number of % of holding
shares held in shares shares held in shares
Fully paid up equity shares
1. Raman T G G 14,84,056 10.39% 14,84,056 10.39%
2.Ganesh L & Meenakshi Ganesh 7,19,096 5.04% 7,12,196 4.99%
3. Sundaram Mutual Fund 2,16,660 1.52% 10,12,935 7.09%
20.4 Information regarding issue of shares in the last five years
a. The Company has not issued any shares without payment being received in cash.
b. The Company has not issued any bonus shares.
c. The Company has not undertaken any buyback of shares.
21 Other equity
31 March 2022 31 March 2021
General reserve 49,786 48,855
Retained earnings 17,259 17,666
Capital redemption reserve 1,473 1,430
Capital reserve 69 69
Hedge reserve - 132
Amalgamation adjustment account (13) (12)
Foreign currency translation reserve (574) (1,025)
Capital reserve on consolidation 1,771 1,771
Equity instruments through OCI 1,990 1,702
76,194 75,021
a. General reserve
31 March 2022 31 March 2021
Acquisition of non-controlling interests 931 655
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items
included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies
Act, 2013 and rules made thereunder.

Corporate Overview
Management Reports

b. Retained earnings
31 March 2022 31 March 2021
Profit / (loss) for the year 2,414 (5,057)
Other comprehensive income 70 466
Acquisition of non-controlling interests (2,891) (2,488)
Payments of dividend on equity shares - (571)
Retained earnings are the profits that the Company has earned till date.
Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of
defined benefit obligations, net of tax, amounting to ` 391 lakhs as at 31 March 2022 (31 March 2021: ` 484 lakhs).
In respect of the year ended 31 March 2022, the directors proposed a dividend of ` 12 per share be paid to all holders of fully paid
equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as
a liability in these financial statements. The total estimated equity dividend to be paid is ` 1,713 lakhs. In respect of the year ended 31
March 2021, the board did not recommend any dividend.
c. Capital redemption reserve
31 March 2022 31 March 2021
The Companies Act requires that where a Company purchases its own shares out of free reserves or securities premium, a sum equal to
the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfer
shall be disclosed in the balance sheet. The capital redemption reserve account may be applied by the Company, in paying up unissued
shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. The Group established this reserve
pursuant to the redemption of preference shares issued in earlier years.
d. Capital reserve
31 March 2022 31 March 2021
Balance at the beginning and end of the year 69 69
The Group recognises profit or loss on purchase, sale, issue or cancellation of the Group’s own equity instruments to capital reserve.
e. Securities premium
31 March 2022 31 March 2021
Balance at the beginning and end of the year 4,433 4,433
Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the
provisions of the Companies Act, 2013 (the Act) for specified purposes.


f. Hedge reserve
31 March 2022 31 March 2021
Balance at the beginning of the year 132 (184)
Addition during the year (132) 309
Acquisition of non-controlling interests - 7
Balance at the end of the year - 132
The cumulative effective portion of gain or losses arising on changes in the fair value of hedging instruments designated as cash flow
hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when
the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged item.
g. Amalgamation adjustment account
31 March 2022 31 March 2021
Balance at the beginning of the year (12) (11)
Acquisition of non-controlling interests (1) (1)
Balance at the end of the year (13) (12)
At the time of business combination under common control, amalgamation adjustment reserve of transferor company becomes the
amalgamation adjustment reserve of transferee Company.
h. Foreign currency translation reserve
31 March 2022 31 March 2021
Balance at the beginning of the year (1,025) (561)
Additions during the year 488 (343)
Acquisition of non-controlling interests (37) (121)
Balance at the end of the year (574) (1,025)
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in
accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to statement of profit or
loss when the net investment is disposed-off.
i. Capital reserve on consolidation
31 March 2022 31 March 2021
Balance at the beginning and end of the year 1,771 1,771
It arises when the cost to the parent of its investment in a subsidiary is less than the parent’s portion of equity of the subsidiary, at the date
on which investment in the subsidiary is made, the difference should be treated as a capital reserve in the consolidated financial statements.
j. Equity instruments through OCI
31 March 2022 31 March 2021
Balance at the beginning of the year 1,702 412
Net gain/(loss) on FVOCI equity instruments, net of tax 288 1,290
The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income.
These changes are accumulated within equity. The Group transfers amounts therefrom to retained earnings when the relevant equity
securities are derecognised.

Corporate Overview
Management Reports

22 Non-controlling interests
31 March 2022 31 March 2021
Balance at beginning of year 22,113 23,044
Share of profit / (loss) for the year 1,092 (978)
Share of other comprehensive income 152 117
Payments of dividend on equity shares (1,012) (465)
22,932 22,113
The following table summarises the information relating to each of the Group’s subsidiaries that has NCI, before any
intra-group eliminations:
Particulars Rane Engine Rane Rane Brake Rane T4U Total

Valve (Madras) Lining Private
Limited Limited Limited Limited
NCI percentage as at 31 March 2022 45.18% 28.23% 49.97% 1.41%
Non-current assets 13,600 58,675 13,419 413 86,107
Current assets 17,559 64,312 26,475 649 1,08,995
Non-current liabilities (4,831) (27,699) (580) (275) (33,385)
Current liabilities (16,612) (72,474) (15,029) (451) (1,04,566)
Net assets 9,716 22,814 24,285 336 57,151
Less: Preference share subscribed by RHL - - - (2,785) (2,785)
Net assets considered 9,716 22,814 24,285 (2,449) 54,366
Net assets attributable to NCI 4,390 6,442 12,135 (35) 22,932

Revenue from operations 38,206 1,74,192 50,555 871 2,63,824
Profit (1,186) 1,066 2,707 (1,349) 1,238
Other comprehensive income 11 557 (33) 51 586
Total comprehensive income (1,175) 1,623 2,674 (1,298) 1,824
Profit allocated to NCI (536) 353 1,416 (141) 1,092
Other comprehensive income allocated to NCI 5 163 (17) 1 152
Total comprehensive income allocated to NCI (531) 516 1,399 (140) 1,244
Cash flows from (used in) operating activities (1,730) (565) 1,133 (337) (1,499)
Cash flows from (used in) investing activities (1,352) (12,367) (1,812) (301) (15,832)
Cash flows from (used in) financing activities 806 13,431 (2,171) 684 12,750
(dividends to NCI - RBL - ` 1,012 Lakhs)
Net increase (decrease) in cash and cash equivalents (2,276) 499 (2,850) 46 (4,581)



Non-current assets 13,737 55,011 13,612 1,331 83,691
Current assets 16,489 48,206 24,790 221 89,706
Non-current liabilities (6,817) (22,967) (694) (453) (30,931)
Current liabilities (12,895) (62,060) (13,942) (1,099) (89,996)
Net assets 10,514 18,190 23,766 - 52,470
Less: Preference share subscribed by RHL - - - (2,785) (2,785)
Net assets considered 10,514 18,190 23,766 (2,785) 49,685
Net assets attributable to NCI 4,751 5,735 12,462 (835) 22,113

Revenue from operations 30,185 1,26,739 42,388 1,081 2,00,393
Profit (609) (6,113) 3,180 (752) (4,294)
Other comprehensive income 13 417 68 16 514
Total comprehensive income (596) (5,696) 3,248 (736) (3,780)
Profit allocated to NCI (275) (2,162) 1,685 (226) (978)
Other comprehensive income allocated to NCI 6 70 36 5 117
Total comprehensive income allocated to NCI (269) (2,092) 1,721 (221) (861)
Cash flows from (used in) operating activities 2,143 4,591 4,659 (218) 11,175
Cash flows from (used in) investing activities 1,657 (7,997) (1,052) (2) (7,394)
Cash flows from (used in) financing activities (1,491) 2,106 (2,412) 219 (1,578)
(dividends to NCI - RBL - ` 465 Lakhs)
Net increase (decrease) in cash and cash equivalents 2,309 (1,300) 1,195 (1) 2,203
Acquisition of NCI:
During the year, the Group ownership interest in Rane (Madras) Limited changed from 68.48% to 71.77% (31 March 2021: from 63.42% to
68.48%); Rane Brake Linings Limited from 47.57% to 50.03% (31 March 2021: 46.59% to 47.57%); Rane t4U Private Limited from 70.01%
to 98.59% (31 March 2021: 70.01%). Consequent to this, amounts paid in excess of the carrying value of the NCI was recognised in equity.
23 Borrowings

(Secured - at amortised cost)
Term loans
from banks 22,487 22,022 7,281 7,782
from others 5,150 5,791 750 582
Loans repayable on demand - - 7,892 4,704
Other loans from banks - - 21,828 14,380
(Unsecured - at amortised cost)
Term loans
from banks 4,533 2,896 1,600 342
from others 261 406 143 127
Other loans from banks - - 5,456 2,884
Bills discounting - - 298 507
32,431 31,115 45,248 31,308
Working capital loan (at amortised cost)
From banks
Secured loans - - - 3,677
32,431 31,115 45,248 34,985

Corporate Overview
Management Reports

23.1 The terms of repayment of term loans are given below
As at 31 March 2022
Secured
Particulars Amount Loan Terms of repayment

taken by
HDFC Bank - INR Long Term Loan 92 RML Repayable in 12 equal quarterly Instalments commencing from March 2019 with 2
Years of moratorium period
HDFC Bank - INR Long Term Loan 582 RML Repayable in 12 equal quarterly Instalments commencing from September 2019
with 23 months of moratorium period
HDFC Bank - INR Long Term Loan 898 RML Repayable in 16 equal quarterly Instalments commencing from September 2020
with 1 Year of moratorium period (after considering Moratorium announced by
RBI)
HDFC Bank - INR Long Term Loan 3,900 RML Repayable in 20 structured quarterly Instalments commencing from February 2022
HDFC Bank - INR Long Term Loan 3,098 RML Repayable in 48 equal monthly Instalments commencing from May 2024 with 2
years of moratorium period
Federal Bank - INR Long Term Loan 6,375 RML Repayable in 12 equal quarterly Instalments commencing from September 2021
with 2 years of moratorium period
EXIM Bank - Foreign Currency Term 9,238 RML Repayable in 12 structured quarterly Instalments commencing from February 2022
Loan (USD) with 2 years of moratorium period
Term loan from Federal Bank Limited 461 RHL The loan was availed during the year ended 31 March 2020 in multiple tranches.
(Loan 1) The loan is repayable in 16 equal quarterly instalments commencing from June
2020 with 12 months of moratorium period
(Loan 2) The loan is repayable in 16 equal quarterly instalments commencing from
September 2020 with 12 months of moratorium period
HDFC Bank Limited 180 RHL During the year ended, 31 March 2022 the Company has availed the term Loan of
` 180 Lakhs from HDFC Bank Limited.The loan is repayable in 20 equal quarterly
instalments commencing from June 2022 .
HDFC Bank Ltd - Loan 4 1,098 REVL Repayable in 12 equal quarterly instalments commencing from April 2022
HDFC Bank Ltd - Loan 5 98 REVL Repayable in 12 equal quarterly instalments commencing from Dec 2023
Federal Bank Ltd 1,131 REVL Repayable in 14 equal quarterly instalments commencing from November 2020.
HDFC Bank Ltd (ECLGS Loan) 1,054 REVL Repayable in 48 equal quarterly instalments commencing from April 2022
Federal Bank Ltd (ECLGS Loans) 1,186 REVL Repayable in 48 equal quarterly instalments commencing from April 2022
Secured loan from banks 29,768
Term loan from Axis Finance Limited 5,900 RHL The Company has availed the Term loan of ` 5,900 Lakhs in multiple tranches from
Axis Finance Limited. The loan is repayable in 20 unequal quarterly instalments
commencing from September 2022 with 18 months of moratorium period
Secured loan from others 5,900
Unsecured

taken by
Axis Bank - INR Long Term Loan 6,133 RML Repayable in 48 equal monthly Installments commencing from February 2022
with 1 year of moratorium period
Unsecured loan from banks 6,133
Term Loan from Tata Capital Financial 404 Rane t4u Loan availed `.500 Lakhs is repayable in 33 equated monthly installments of
Services Private Limited `15.15 Lakhs each commencing from Feb-2018. Interest is payable on monthly
basis commencing from 31 October, 2017
Loan availed `200 Lakhs is repayable in 48 equated monthly installments of `5.09
Lakhs each commencing from Sep-2019. Interest is payable on monthly basis
commencing from 15 December, 2018
Loan availed `200 Lakhs is repayable in 48 monthly installments of `4.17 Lakhs
each commencing from November-2020. Interest is payable on monthly basis
Loan availed `89 Lakhs is repayable in 48 monthly installments of `1.86 Lakhs each
commencing from April-2021. Interest is payable on monthly basis commencing
from 15 April, 2020
Loan availed `100 Lakhs is repayable in 48 equated monthly installments of `2.08
Lakhs each commencing from Nov-2020. Interest is payable on monthly basis
Unsecured loan from others 404


As at 31 March 2021
Secured

taken by
HDFC Bank - INR Long Term Loan 264 RML Repayable in 12 equal quarterly Instalments commencing from January 2018
HDFC Bank - INR Long Term Loan 505 RML Repayable in 12 equal quarterly Instalments commencing from October 2018
HDFC Bank - INR Long Term Loan 533 RML Repayable in 12 equal quarterly Instalments commencing from March 2019 with
2 years of moratorium period
HDFC Bank - INR Long Term Loan 1,249 RML Repayable in 12 equal quarterly Instalments commencing from September 2019
with 23 months of moratorium period
HDFC Bank - INR Long Term Loan 1,272 RML Repayable in 16 equal quarterly Instalments commencing from September 2020
with 1 Year of moratorium period (after considering moratorium announced by RBI)
Federal Bank - INR Long Term Loan 8,500 RML Repayable in 12 equal quarterly Instalments commencing from September 2021
EXIM Bank - Foreign Currency Term 1,176 RML Repayable in 12 equal quarterly Instalments commencing from October 2018
EXIM Bank - Foreign Currency Term 367 RML Repayable in 12 equal quarterly Instalments commencing from February 2019
EXIM Bank - Foreign Currency Term 8,290 RML Repayable in 12 structured quarterly Instalments commencing from February
Loan (USD) 2022 with 2 years of moratorium period
Term loan from Tata Capital Financial - RHL The loan was availed during the year ended 31 March 2020. The loan is repayable
Services Limited [TCFSL] (Loan 2) in 11 equal quarterly Installments commencing from January 2020.During the
year ended 31 March 2022, the company made a prepayment in addition to
regular repayment installment and closed the loan
Term loan from Tata Capital Financial - RHL The loan was availed during the year ended 31 March 2020. The loan is repayable
Services Limited [TCFSL] (Loan 3) in 10 equal quarterly Installments commencing from June 2020.During the year
ended 31 March 2022, the company made a prepayment in addition to regular
repayment instalement and closed the loan
(Loan 1) The loan is repayable in 16 equal quarterly instalments commencing from June
(Loan 2) The loan is repayable in 16 equal quarterly instalments commencing from
September 2020 with 12 months of moratorium period.
HDFC Bank Ltd - Loan 3 1,273 REVL Repayable in 12 equal quarterly instalments commencing from October 2019.
HDFC Bank Ltd - Loan 4 1,120 REVL Repayable in 12 equal quarterly instalments commencing from April 2022.
Federal Bank Ltd 1,696 REVL Repayable in 14 equal quarterly instalments commencing from November 2020.
HDFC Bank Ltd (ECLGS Loan) 1,054 REVL Repayable in 48 equal quarterly instalments commencing from April 2022.
Federal Bank Ltd (ECLGS Loans) 1,186 REVL Repayable in 48 equal quarterly instalments commencing from April 2022.
Secured loan from banks 30,804

taken by
Term loan from Tata Capital Financial 273 RHL The loan was availed during the year ended 31 March 2020. The loan is
Services Limited [TCFSL] on 19 December repayable in 11 equal quarterly Instalments commencing from January 2020.
2019 (Loan 2)
Term loan from Tata Capital Financial 600 RHL The loan was availed during the year ended 31 March 2020. The loan is
Services Limited [TCFSL] on 17 March repayable in 10 equal quarterly Instalments commencing from June 2020.
2020 (Loan 3)
Term loan from Axis Finance Limited 5,500 RHL During the year ended 31 March 2021, the RHL has availed the Term loan
of ` 5,500 Lakhs in multiple tranches from Axis Finance Limited. The loan is
repayable in 20 unequal quarterly instalments commencing from September
Secured loan from others 6,373

Corporate Overview
Management Reports

Unsecured

taken by
Paycheck Protection Program Loan 1,938 RML The principal and accrued interest are payable after 2 years from the date of
the borrowing note which is 9 April 2020
Axis Bank - INR Long Term Loan 1,000 RML Repayable in 48 equal monthly Installments commencing from March 2022
with 1 year of moratorium period
Term loan from Axis Bank Limited 300 Rane t4u Loan availed repayable in 12 monthly installments of ` 25 lakhs each
commencing from April 2021. Interest is payable on monthly basis
commencing from 14 August 2020
Unsecured loan from banks 3,238
Term Loan from Tata Capital Financial 533 Rane t4u Loan availed ` 500 Lakhs is repayable in 33 equated monthly installments
Services Private Limited of ` 15 Lakhs each commencing from February 2018. Interest is payable on
monthly basis commencing from 31 October 2017
Loan availed ` 200 Lakhs is repayable in 48 equated monthly installments of
` 5 Lakhs each commencing from September 2019. Interest is payable on
monthly basis commencing from 15 December 2018.
Loan availed ` 200 Lakhs is repayable in 48 monthly installments of ` 4 Lakhs
each commencing from November 2020. Interest is payable on monthly basis
commencing from 15 December 2019
Loan availed ` 89 Lakhs is repayable in 48 monthly installments of ` 2 Lakhs
each commencing from April 2021. Interest is payable on monthly basis
commencing from 15 April 2020
Loan availed `100 Lakhs is repayable in 48 equated monthly installments of
` 2 Lakhs each commencing from Nov 2020. Interest is payable on monthly
basis commencing from 15 December 2019
Unsecured loan from others 533
23.2 The terms of working capital secured loans is given below
As at 31 March 2021

taken by
Loan from EXIM Bank 3,677 RML Working capital loan is repayable as bullet repayment by July 2021.
23.3 Summary of borrowing arrangements
1. In respect of RML:
Secured loan
Secured loans include loan from banks. The Secured Loans outstanding as at March 31, 2022 and 2021 are secured by
a charge created on the Company’s Fixed Assets both present and future (excluding Velachery and Mysuru properties)
EXIM Bank Loan is secured against all movable property, plant and equipment, current assets of Rane Light Metal
Castings Inc. and shares of Rane Light Metal Castings Inc. held by Rane (Madras) International Holdings B.V.
EXIM Bank loan availed by Rane Light Metal Castings Inc. during the year has been secured against an unconditional and
irrevocable Standby Letter of Credit provided and by a charge created on the Rane Light Metal Castings Inc.’s fixed assets
both present and future (excluding Velachery and Mysuru properties).
As at 31 March 2022, the interest rate for INR loans range from 6.03% p.a to 6.50% p.a (31 March 2021: 5.8% p.a to 6.25%
p.a); The interest rate for USD loans range from LIBOR (6 months) + 230 bps p.a to LIBOR (6 months) + 375bps p.a.
Short-term borrowings
Secured loans include cash credit, packing credit, Buyers credit and working capital demand loan from banks.The
Secured Loans outstanding as at March 31, 2022 and 2021 are secured on a pari passu basis by way of hypothecation
of inventories and book debts


EXIM Bank loan is secured against all movable property, plant and equipment, current assets of Rane Light Metal
Castings Inc. and shares of Rane Light Metal Castings Inc. held by Rane (Madras) International Holdings B.V.
There is no breach of covenants relating to loan arrangements.
2. In respect of RHL:
The interest rate range from 5.79% p.a to 9.65% p.a (31 March 2021: 5.72% p.a to 9.65% p.a)
The term loans outstanding as at 31 March 2022 which are availed from Federal Bank Limited and HDFC Bank
Limited are secured by a Pari-passu charge created on the Company’s land located at Teynampet, Chennai and
loan availed from Axis Finance Limited are secured by a first charge created on the Company’s land and building
located at Perungudi, Chennai
Term loans were applied for the purpose for which the loans were obtained.
The Company has not been declared as wilful defaulters by any Bank or Financial institutions or government or any
government authority
There is no breach of covenants relating to loan arrangements.
3. In respect of REVL:
Rupee Term loans are secured by Pari-passu basis first charge on the company’s immovable and movable fixed assets
both present and future
ECLGS loans are secured as stated below:
HDFC Bank - Secured by second rank charge on all existing primary and collateral securities including mortgages
created in favour of the Bank.
Federal Bank - Security interest/charge on all movable/immovable assets created out of the ECLGS Loan. Second charge
on all primary and collateral securities available for the existing facilities with REVL
The interest rate for loans range from 6.50 % p.a to 8.75 % p.a (31 March 2021: 6.50 % p.a to 8.75 % p.a)
Short term borrowings are secured with first pari-passu charge by hypothecation of raw materials, work in progress,
finished goods, stores & spares and book debts of the company, both present and future.
Bill discounting from Banks represents liability in respect of vendor financing facility availed by certain customers with
recourse to REVL. None of the above loans have been guaranteed by any Directors or others.
Quarterly stock statements filed by the Company with banks are in agreement with the books of accounts.
The Company has used the borrowings from banks availed during the year for the specific purpose for which it was taken.
There has been no default as on Balance Sheet date in repayment of principal and interest.
4. In respect of Rane t4u:
Short-term borrowings
Working Capital facilities (fund based) from HDFC Bank Limited (secured):
Secured by way of exclusive charge on the current assets of Rane t4u and comfort letter from M/s. Rane Holdings Limited
(Holding Company). The cash credit facility is payable on demand as per the latest saction letter dated 10 January 2019.
The total limit sanctioned in ` 600 Lakhs with sub limits for purchase bill discounting and bank guarantee. During the
year the limit has been revised to ` 400 Lakhs vide sanction letter dated 18 March 2022.
The interest rate range from 9.00% p.a to 10.75% p.a (31 March 2021: 7.22% p.a to 10.75% p.a)

Corporate Overview
Management Reports

23.4 Reconciliation of movements of liabilities to cash flows arising from financing activities
Particulars Short-term Long-term

borrowings borrowings
Balance as at 1 April 2020 27,711 35,567

Proceeds from long term borrowings - 16,696
Repayment of long term borrowings - (12,513)
Proceeds / (repayment) of short term borrowings (net) (1,375) -
Other changes
Others (4,237) 3,875
Interest expense 3,874 -
Interest paid (3,498) -
Balance as at 31 March 2021 22,475 43,625

Proceeds from long term borrowings - 18,058
Repayment of long term borrowings - (10,201)
Proceeds / (repayment) of short term borrowings (net) 5,266 -
Other changes
Others (7,221) 6,276
Interest expense 3,299 -
Interest paid (3,898) -
Balance as at 31 March 2022 19,921 57,758
24 Other financial liabilities

Interest accrued but not due on borrowings - - 123 125
Derivative liabilities - - 22 16
Security deposits 142 - 126 48
Unclaimed dividend - - 95 102
Employee related dues - - 4,530 3,233
Capital creditors (refer note 24.3) - - 627 226
Commission payable - - 295 191
Others (refer note 24.1 & 24.2) - 2 1,920 1,537
142 2 7,738 5,478
24.1 Others include an accrued amount of `59 Lakhs in the earlier years towards arrears of lease rent for the land taken
under lease and dealer incentives and royalty payable amounting to `1,337 Lakhs and `305 Lakhs respectively
relating to one of its subsidiary as at 31 March 2022.
24.2 The Group’s exposure to credit risk and market risk are disclosed in note no 48.
24.3 Capital creditors includes an amount of ` 135 lakhs (31 March 2021 : ` Nil ) due to Micro Small and Medium
Enterprises.


25 Provisions

Provisions for employee benefits
Gratuity (refer note 39) 826 843 210 269
Leave encashment 1,925 1,880 284 295
Pension plan (refer note 39) 1,326 1,369 - -
Other provisions (refer note 25.1)
Product warranty - - 485 1,083
Others - - 77 180
4,077 4,092 1,056 1,827
Note 25.1 Movements in each class of provision during the financial year, are set out below:
Particulars Product warranty Others

Balance at the beginning of the year 1,083 742 180 571
Add: Provision made during the year 527 341 - -
Less: Provision used against claims settled during the year (1,125) - (103) (391)
Balance at the end of the year 485 1,083 77 180
26 Other liabilities

Deferred income 200 91 102 181
Advances and deposits from customers - - 68 18
Tooling advance 1,154 1,007 614 683
Statutory dues - - 1,547 1,407
Unearned revenue - - 30 23
Others - - 2 2
1,354 1,098 2,363 2,314
27 Current tax liabilities (net)
31 March 2022 31 March 2021
Provision for tax (net of tax paid) 3 253
3 253
28 Trade payables
31 March 2022 31 March 2021
i. Total outstanding dues of micro enterprises and small enterprises 3,098 2,685
ii. Total outstanding dues of creditors other than micro enterprises and small enterprises 46,818 43,535
49,916 46,220
The Group’s exposure to credit and liquidity risk related to trade payables is disclosed in note 48

Corporate Overview
Management Reports

Outstanding for following periods from due date of As at 31st March 2022 Total
payment Less than 1 1-2 years 2-3 years More than 3
year years
(i) Undisputed dues - MSME 340 2 - - 342
(ii) Undisputed dues - Others 18,668 172 113 232 19,185
(V) Not due - MSME 2,756 - - - 2,756
(Vi) Not due - Others 22,249 - - - 22,249
43,963 174 113 232 44,482
(Vii) Unbilled - - - - 5,384
Total 49,916
Outstanding for following periods from due date of As at 31st March 2021 Total
payment Less than 1 1-2 years 2-3 years More than 3
year years
(i) MSME 240 - - - 240
(ii) Others 15,781 (316) 109 188 15,762
(V) Not due - MSME 2,445 - - - 2,445
(Vi) Not due - Others 20,437 5,046 - - 25,483
38,866 4,730 109 188 43,893
(Vii) Unbilled - - - - 2,290
Total 46,620
29 Revenue from operations

31 March 2022 31 March 2021
a. Sale of products & services
Sale of products 2,58,644 1,95,954
Sale of services 5,052 4,425
2,63,695 2,00,379
b. Other operating revenue
Scrap sales 2,654 1,412
Sale of raw materials 316 682
Export incentives 1,060 1,062
Others 5 1
4,035 3,157
Total 2,67,730 2,03,536
Reconciliation of revenue from sale of products

31 March 2022 31 March 2021
Gross revenues 2,63,761 2,00,341
Less: Customer discount (5,117) (4,387)
Net revenues from sale of products 2,58,644 1,95,954


Reconciliation of revenue from sale of services

31 March 2022 31 March 2021
Gross revenues 5,052 4,425
Less: Customer discount - -
Net revenues from sale of services 5,052 4,425
a) Disaggregation of the revenue information:
The Group offers various products and services related to manufacture and supply of auto components and providing
technological services for transportation industry. As per the management, the disaggregation of revenue based on
geography are depicted in Note 41.
b) Trade receivables:
The Group classifies the right to consideration in exchange for services/deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognized as and
when the related goods are delivered to the customer/when the related services are rendered to the customer.
Trade receivable are presented net of impairment in the Balance Sheet.
c) Contract balances:
The following table provides information about receivables, contract assets and contract liabilities from contracts with
customers:

31 March 2022 31 March 2021
Receivables, included under trade receivables 57,547 48,615
Contract liabilities included under advance from customers 68 18
Contract liabilities included under deferred and unearned revenue 332 295
The contract liabilities primarily relate to the advance consideration received from customers for manufacturing of
products.
The amount of `313 lakhs included in contract liabilities as at 31 March 2021 has been recognised as revenue for the
year ended 31 March 2022 (31 March 2021: `676 lakhs).
30 Other income

31 March 2022 31 March 2021
Interest income earned on financial assets
- from bank deposits 152 245
- Income tax refund 14 40
- Others 8 12
Gain on current investments mandatorily measured at FVTPL 18 14
Net foreign exchange gain 1 394
Gain on write back of financial liabilities carried at amortised cost 1,249 1,097
Gain on sale of property, plant and equipment 32 22
Gain on sale of non-current investment (refer note 9.1) 1,564 -
Government grant income 168 168
Other non-operating income 530 174
3,736 2,166

Corporate Overview
Management Reports

31 Cost of materials consumed

31 March 2022 31 March 2021
Opening stock of raw materials 9,983 8,584
Add: Purchase of raw materials (Including raw materials acquired through business 1,50,669 1,00,285
combination of `184 lakhs (refer Note 3.7)
Less: Closing stock of raw materials 15,159 9,983
1,45,493 98,886
Freight inward 2,639 2,133
Job work expenses 7,904 6,040
Cost of materials consumed 1,56,036 1,07,059
32 Purchase of stock-in-trade

31 March 2022 31 March 2021
Purchase of stock-in-trade 1,089 605
33 Changes in inventories of finished goods, work-in-progress and stock-in-trade

31 March 2022 31 March 2021
Inventories at the end of the year:
19,820 13,487
Inventories at the beginning of the year:
13,487 16,469
Net (increase)/decrease
Finished goods (5,068) 3,560
Work-in-progress (1,069) (641)
Stock-in-trade (196) 63
(6,333) 2,982
34 Employee benefits expense

31 March 2022 31 March 2021
Salaries and wages 40,250 33,442
Contribution to provident and other funds (Refer note 39) 4,185 4,105
Staff welfare expenses 3,567 2,598
48,002 40,145


35 Finance costs

31 March 2022 31 March 2021
Interest expense on financial liabilities measured at amortised cost
- loans 3,093 3,705
- lease liabilities 106 97
Other interest costs 12 -
Other borrowing costs 206 169
3,417 3,971
36 Depreciation and amortisation expense

31 March 2022 31 March 2021
Depreciation of property, plant and equipment 12,122 11,197
Amortisation of intangible assets 440 527
Depreciation of right-of-use assets 322 312
12,884 12,036
37 Other expenses

31 March 2022 31 March 2021
Consumption of stores and spares 10,138 7,408
Power & fuel 9,926 7,870
Rent (refer note 44d.) 381 261
Rates & taxes 500 457
Insurance 1,451 1,536
Repairs and maintenance
- Building 569 485
- Plant & equipment 5,370 4,334
- Others 1,347 1,440
Administration expenses 548 493
Directors' sitting fees 67 11
Chairman emeritus & CMD commission (refer note 40) 295 244
Payment to auditors 123 120
Advertisement and sales promotion 474 742
Loss on disposal of property, plant & equipment 9 9
Net foreign exchange loss 219 198
Freight & cartage outward 4,876 3,515
Travel expenses 1,296 882
Corporate social responsibility expenditure 215 256
Professional charges 2,860 1,670
Information systems expenses 931 1,216
Packing, forwarding & dispatching 8,325 6,525
Warranty and other claims 527 342
Royalty and technical fees 627 515
Impairment of financial assets 317 (6)
Bad debts written off - 128
Miscellaneous expenses 974 876
52,365 41,527
37.1 The Group has not traded or invested in Crypto curreny or virtual currency during the financial year.
37.2 The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).
37.3 The Group has no transactions with struck off companies during the year

Corporate Overview
Management Reports

37.4 The Group has not advanced or loaned funds to any persons or entities, including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Group (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
37.5 The Group has not received any fund from any persons or entities, including foreign entities with the understanding that the
Group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
37.6 The Company does not have any charges or satisfaction which is yet to be registered with Registar of Companies beyond the
statutory period
37.7 Prior year figures have been reclassified wherever necessary to conform to current year’s classification
38 Income taxes
Income tax recognised in profit or loss

31 March 2022 31 March 2021
Current tax:
In respect of current year 3,746 2,966
In respect of earlier years (refer note 38.1) 295 771
Deferred tax:
In respect of current year (189) (836)
The income tax expense for the year can be reconciled to the accounting profit as follows:

31 March 2022 31 March 2021
Profit / (loss) before tax 7,358 (3,134)
Income tax expense calculated at the Holding Company's tax rate of 25.168% (2020-21: 1,852 (789)
25.168%)
Differences in tax rates applicable to individual entities and impact of unrecognised deferred 407 2,195
tax assets
Effect of Income Chargeable at Special Rates (68) -
Share of profit of equity accounted investee 185 688
Non deductible expense 492 86
Deductions under Chapter VI A (9) (13)
Tax incentives - (7)
Current tax for earlier years (refer note 38.1) 295 771
Tax exempt income (55) (89)
Others 753 59
Income tax recognised in other comprehensive income:

31 March 2022 31 March 2021
Deferred tax on remeasurement of defined benefit obligation 16 (52)
Equity investment through other comprehensive income
i. Current tax (110) (48)
ii. Deferred tax 10 (488)
Deferred tax on impact of cash flow hedges - (150)
Total income tax recognised in other comprehensive income (84) (738)
Total current tax recognised in other comprehensive income (110) (48)
Total deferred tax recognised in other comprehensive income 26 (690)
Note:
38.1 Includes amount pertaining to pending income tax litigations for certain assessment years, which the Company has
opted to settle under the Vivad Se Vishwas scheme. In view of this, RHL has created a provision of ` 733 lakhs for the year
ended 31 March 2021 towards income-tax in respect of earlier years.


39 Employee benefit plans
The Group participates in a number of defined contribution plans on behalf of relevant personnel. Any expense
recognised in relation to these schemes represents the value of contributions payable during the period by the Group
at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the
prior months contributions that were not due to be paid until after the end of the reporting period.
The major defined contribution plans operated by the Group are as below:
(a) Provident fund
In accordance with the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees
of the Group are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which
both employees of the Group in India and the Group make monthly contributions at a specified percentage of the
covered employees’ salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Group entities in India have a superannuation plan for the benefit of its employees. The Group entities in India
contribute up to 15% of the eligible employees’ salary to LIC every year. Such contributions are recognised as an
expense as and when incurred. The group does not have any further obligation beyond this contribution.
The total expense recognised in profit / (loss) of ` 1,499 Lakhs (for the year ended 31 March 2021: ` 1,426 Lakhs)
represents contributions payable to these plans by such entities at rates specified in the rules of the plans.
The defined benefit plans operated by the Group are as below:

Gratuity liability 826 843 210 269
Gratuity asset - - (53) (15)
Provision for pension plan 1,326 1,369 - -
2,152 2,212 157 254
(a) Gratuity
The Group’s entities in India have an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment
or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service.
Vesting occurs upon completion of five years of service. Some of the entities in the Group makes annual contributions
to gratuity funds established as trusts or insurance companies. The Group accounts for the liability for gratuity benefits
payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Group to actuarial risks such as investment risk, interest rate risk and salary
risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate
determined by reference to government/high quality bond yields; if the return on plan asset is
below this rate, it will create a plan deficit.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially
offset by an increase in the return on the plan's debt investments.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the plan's liability.

Corporate Overview
Management Reports

The following table summarizes the position of assets and obligations relating to the plan:

31 March 2022 31 March 2021
Present value of funded defined benefit obligation 7,520 7,012
Fair value of plan assets 6,537 5,916
Net liability arising from defined benefit obligation 983 1,097
Current 157 254
Non-current 826 843
(i) Movements in the present value of the defined benefit obligation are as follows:

31 March 2022 31 March 2021
Opening defined benefit obligation 7,012 6,770
Provision assumed on account of business combination (refer note 3.7) 12 -
Interest cost 465 422
Remeasurement (gains) / losses :
Actuarial (gains) and losses arising from changes in demographic assumptions 41 (154)
Actuarial (gains) and losses arising from changes in financial assumptions 50 (116)
Actuarial (gains) and losses arising from experience adjustments (51) (21)
Closing defined benefit obligation 7,520 7,012

31 March 2022 31 March 2021
Opening fair value of plan assets 5,914 4,656
Remeasurement gain / (loss):
Return on plan assets (excluding amounts included in net interest expense) 202 54
Contributions from the employer 614 1,448
Closing fair value of plan assets 6,537 5,916
(iii) Amounts recognized in statement of profit and loss & other comprehensive income in respect of these defined
benefit plans are as follows:

31 March 2022 31 March 2021
Net interest expense 72 99
Components of defined benefit costs recognised in profit or loss 585 657
Remeasurement on the net defined benefit liability*:
Actuarial (gains) / losses arising from changes in demographic assumptions 41 (155)
Actuarial (gains) / losses arising from changes in financial assumptions (33) (67)
Actuarial (gains) / losses arising from experience adjustments (52) (22)
Components of defined benefit costs recognised in other comprehensive income (44) (244)
Total 541 413
*Group’s share of other comprehensive income pertaining to Joint Venture / associate entities amounting to `35 lakhs
(31 March 2021: `15 lakhs) not included in the above.


The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’ line
item in the statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
(iv) Risk Exposure
The Group has invested the plan assets with the insurer managed funds. The entire plan assets are managed by Life
Insurance Corporation of India (LIC). The data on plan assets has not been furnished by LIC. The expected rate of return
on plan asset is based on expectation of the average long term rate of return expected on investments of the fund
during the estimated term of the obligation.
The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market. The expected rate of return on plan
assets is based on the composition of plan assets held (through LIC), historical results of the return on plan assets, the
Group’s policy for plan asset management and other relevant factors.
(v) The principal assumptions used for the purposes of the actuarial valuations were as follows:
Particulars Valuation as at
31 March 2022 31 March 2021
Discount rate(s) 5.40% to 7.32% 4.20% to 6.91%
Expected rate(s) of salary increase
Executives and staff 4.50% to 12.00% 4.50% to 12.00%
Operators 4.50% to 12.00% 4.50% to 12.00%
Attrition rate
Executives and staff 3.00% to 40.00% 3.00% to 47.00%
Operators 1.00% to 8.00% 1.00% to 5.00%
(vi) Sensitivity analysis
Change in assumption Valuation as at

31 March 2022 31 March 2021
A. Discount rate + 50 BP 5.65% to 7.82% 4.70% to 7.41%
Defined Benefit Obligation 4,836 4,345
B. Discount rate - 50 BP 4.90% to 6.82% 3.70% to 6.41%
C. Salary escalation rate +50 BP 5.00% & 12.50% 5.00% & 12.50%
D. Salary escalation rate -50 BP 4.00% & 11.50% 4.00% & 11.50%
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may
be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been
calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied
in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Corporate Overview
Management Reports

The weighted average duration of the defined obligation (range) is 2.29 to 10.50 years (31 March 2021: 2.22 to 11.75
years). The expected maturity analysis of undiscounted gratuity is as follows:

Year 1 594 597
Year 2 687 563
Year 3 373 419
Year 4 632 389
Year 5 478 626
Next 5 Years 3,086 2,540
In respect of a US subsidiary of Rane (Madras) Limited [Rane Light Metal Casting Inc.]
Rane Light Metal Castings Inc. has a 401k plan set up for its employees. The contributions payable to these plans by
Rane Light Metal Castings Inc. are at rates specified in the rules of the schemes.
The total expense recognised in profit or loss of ` 108 Lakhs (for the year ended 31 March 2021: ` 114 Lakhs) represents
contributions payable to these plans by LMCA at rates specified in the rules of the plans.
Pension -
A participant is eligible for his normal retirement pension after the participant has attained age of 62 and terminates
employment. A participant shall receive a monthly benefit payable at normal retirement age equal to:
- $23:00 multiplied by years of benefit service from December 2003 to 10 October 2005; plus
- $24:00 multiplied by years of benefit service from October 2005 to 09 October 2006; plus
- $25:00 multiplied by years of benefit service from 09 October 2006, to 08 October 2007; plus
- $26:00 multiplied by years of benefit service from 08 October 2007 to 16 December 2010; plus
- $16:00 multiplied by benefit service after 16 December 2010.
Disability benefit:
The benefit will be payable in the form of a lifetime pension until the earliest of: recovery, death or normal retirement
date.
Death benefit:
If a participant dies after he/she has become vested under the Plan but before he/she begins to receive a retirement
pension benefit, his/her spouse will receive a 50% survivor benefit if he/she has been married at least one year.
The liability with regards to the Plan are determined by the actuarial valuation, performed by an independent actuary,
at each balance sheet date using projected unit cost method. Rane Light Metal Castings Inc. contributes all ascertained
liabilities to the registered investment companies which are held under a separate trust through custodian, Charles
Schwab, as permitted by the Department of Labor, USA.
Rane Light Metal Casting Inc. is exposed to various risks in providing the above pension benefit which are as follows:
Interest rate risk: The plan exposes Rane Light Metal Castings Inc. to the risk of fall in interest rates. A fall in interest rates
will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value
of the liability (as shown in financial statements)
Investment risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular
investment
Salary escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary increase
rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of
increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability


Demographic risk: Rane Light Metal Casting Inc. has used certain mortality and attrition assumptions in valuation of the
liability. LMCA is exposed to the risk of actual experience turning out to be worse compared to the assumption
(i) Movements in the present value of the defined benefit obligation are as follows:

Present value of obligations at the beginning of the year 4,892 5,014
Interest cost 153 150
Re-measurement (gains)/losses:
- Actuarial gains and losses arising from experience adjustment 35 (47)
- Actuarial gains and losses arising from financial assumptions (275) (23)
Foreign currency translation adjustment 143 (125)
Present value of obligations at the end of the year 4,847 4,892

Fair value of plan assets at beginning of year 3,523 2,892
Contributions from the employer 129 306
Return on plan assets, excluding interest income (190) 455
Foreign currency translation adjustment 104 (79)
Fair value of plan assets at the end of the year 3,521 3,523
(iii) The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans
is as follows :

Present value of funded defined benefit obligation 4,847 4,892
Fair value of plan assets 3,521 3,523
Net liability arising from defined benefit obligation 1,326 1,369
Current - -
Fair value of plan assets at the end of the year 1,326 1,369
(iv) Amounts recognized in statement of profit and loss in respect of these defined benefit plans are as follows:
Net Interest expense 43 64
Components of defined benefit costs recognized in profit or loss 97 123
Components of defined benefit cost recognized in other comprehensive income
Remeasurement on the net defined benefit liability:
- Actuarial gains and losses arising from experience adjustment (240) (70)
Return on plan assets 190 (455)
Net income / (cost) in other comprehensive income (50) (525)

Corporate Overview
Management Reports

Assumptions 2021-22 2020-21

Discount rate 3.08% 3.08%
Expected rate of salary increases
Executives Managers & below / Senior Manager & above 0.00% 0.00%
Operators 0.00% 0.00%
Expected rate of attrition
Rate of employee turnover 90% of 2003 90% of 2003
SoA SPAT Table SoA SPAT Table
Rane Light Metal Castings Inc. has generally invested the plan assets with the insurer managed funds. The insurance
company has invested the plan assets in Government Securities, Debt Funds, Equity shares, Mutual Funds, Money Market
Instruments and Time Deposits. The expected rate of return on plan asset is based on expectation of the average long
term rate of return expected on investments of the fund during the estimated term of the obligation.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected
salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible
changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The results of sensitivity analysis is given below:
Sensitivity analysis
31 March 2022 31 March 2021
Projected benefit obligation on current assumptions 4,847 4,892
Delta effect of +0.5% change in rate of discounting (329) (366)
Delta effect of -0.5% change in rate of discounting 368 412
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis
presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that
the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been
calculated using the projected unit credit method at the end of the reporting period, which is the same method as
applied in calculating the projected benefit obligation as recognised in the balance sheet.
There was no change in the methods of assumptions used in preparing the sensitivity analysis from prior years.
The weighted average duration of the defined benefit obligation is 10 years. The expected maturity analysis of
undiscounted gratuity is as follows:
Particulars 31 March 2022

Year 1 188
Year 2 189
Year 3 198
Year 4 205
Year 5 215
Next 5 Years 1,189


40 Related party disclosures
Description of relationship Name of the related party

List of related parties where joint control exists
Joint venture / associate entities ZF Rane Automotive India Private Limited (ZRAI) (formerly known
as Rane TRW Steering Systems Private Limited (RTSS))
Rane NSK Steering Systems Private Limited (RNSS)
Other related parties where transactions have taken place
Key Management Personnel (KMP) Mr. L Ganesh
Mr. Harish Lakshman
Relative of KMP Mr. L Lakshman
Mr. Aditya Ganesh
Enterprises over which KMP or relatives of KMP can exercise Rane Foundation
significant influence
Post employment benefit plans Rane Holdings Limited Gratuity Fund
Rane Holdings Limited Senior Executives Superannuation Fund
Rane Madras Employee Gratuity Fund
Rane Madras Employee Senior Executives Pension Fund
Rane Engine Valve Limited Employees Gratuity Fund
Rane Engine Valve Limited Senior Executives Pension Fund
Rane Brake Lining Limited Employees Gratuity Fund
Rane Brake Lining Limited Senior Executives Pension Fund
Details of related party transactions and balances:
Description Joint venture / Key management Relative of KMP Enterprises over Post employment
associate entities personnel which KMP or benefit plans
relatives of KMP
can exercise
significant
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Transaction during the year
Fee for services rendered
ZRAI 810 757 - - - - - - - -
RNSS 734 534 - - - - - - - -
Trademark fee income
ZRAI 1,275 982 - - - - - - - -
RNSS 1,401 1,064 - - - - - - - -
Fee for services received
Rane Foundation - - - - - - 5 - - -
Other income
ZRAI 12 - - - - - - - - -
Sales
ZRAI 1,319 767 - - - - - - - -
Purchases
ZRAI 314 303 - - - - - - - -
RNSS 3,082 1,769 - - - - - - - -
Reimbursement of expenses
from
ZRAI 30 12 - - - - - - - -

Corporate Overview
Management Reports

relatives of KMP
can exercise
significant
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
RNSS 40 -
Reimbursement of expenses
to
ZRAI 2 1 - - - - - - - -
Dividend received
ZRAI 612 350 - - - - - - - -
CSR contributions to
Rane Foundation - - - - - - 132 176 - -
Advisory fee paid
L Lakshman - - - - 106 100 - - - -
Salary and other perquisites
L Ganesh - - 204 186 - - - - - -
Harish Lakshman - - 79 78 - - - - - -
Aditya Ganesh - - - - 59 57 - - - -
Commission
L Ganesh - - 295 188 - - - - - -
L Lakshman - - - - - 56 - - - -
Sitting fees - - 16 3 2 1 - - - -
Contribution to post
employment benefit plan
Rane Holdings Limited - - - - - - - - 30 37
Gratuity Fund
Rane Holdings Limited Senior - - - - - - - - 23 19
Executives Superannuation
Fund
Rane Madras Employee - - - - - - - - 290 1092
Gratuity Fund
Rane Madras Employee - - - - - - - - 58 57
Senior Executives Pension
Fund
Rane Engine Valve Limited - - - - - - - - 240 82
Employees Gratuity Fund
Rane Engine Valve Limited - - - - - - - - 22 21
Fund
Rane Brake Lining Limited - - - - - - - - 143 263
Employees Gratuity Fund
Rane Brake Lining Limited - - - - - - - - 26 23
Fund


relatives of KMP
can exercise
significant
influence
2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21 2021-22 2020-21
Balance as at 31 March
Trade payable
ZRAI 58 72 - - - - - - - -
RNSS 468 322 - - - - - - - -
Commission payable
L Ganesh - - 295 188 - - - - - -
L Lakshman - - - - - 3 - - - -
Receivables
ZRAI 329 554 - - - - - - - -
RNSS 139 380 - - - - - - - -
Remuneration to Key Management Personnel

31 March 2022 31 March 2021
Short-term benefits paid 560 433
Other long term benefits paid 18 19
Total 578 452
Note: As the future liabilities of gratuity and compensated absences are provided on an actuarial basis for the respective companies as
a whole, the amounts pertaining to key managerial person is not ascertainable separately and therefore, not included above..
41 Segment reporting
The Group is engaged in the activities related to manufacture and supply of auto components and providing technological
services for transportation industry. The Chief Operating Decision Maker (Board of Directors) reviews the operating
results as a whole for purposes of making decisions about resources to be allocated and assess its performance, the entire
operations are to be classified as a single segment, namely components and technological services for transportation
industry. All the manufacturing facilities are located in India and United States of America. Accordingly, there is no other
reportable segment as per Ind AS 108 Operating Segments.
Geographical information
The Group’s revenue from external customers by location of operations and information about its non current assets**
by location of operations are detailed below.
Particulars Revenue from external Non-current assets**

customers
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March
2022 2021 2022 2021
India 2,01,549 1,52,149 78,163 74,877
Rest of the world 66,181 51,387 12,099 12,102
Total 2,67,730 2,03,536 90,262 86,979
The geographical information considered for disclosure are – India and Rest of the World.
** Non-current assets are used in the operations of the Group to generate revenues both in India and outside India. Non-

Corporate Overview
Management Reports

current assets exclude financial assets, deferred tax assets and tax assets.
Information about major customers
The group does not have any customers contributing more than 10% of the total sales.
42 a. Contingent liabilities
31 March 2022 31 March 2021
Claims against the Group not acknowledged as debts
- Income tax matters 2,930 2,966
- Indirect tax matters 1,082 1,082
- Labour related matters 464 391
- Others - customer claim disputed by the Group 73 73
4,550 4,512
b. Commitments and guarantees
31 March 2022 31 March 2021
Commitment
a. Estimated amount of contracts remaining to be executed on capital account (net of 5,192 5,274
advance)
b. Uncalled liability on investment in Auto Tech I, L.P 360 515
Guarantees and letter of credit
a. Letters of credits - 475
b. Outstanding bank gurantees 156 538
43 Earnings per share

31 March 2022 31 March 2021
Profit after tax attributable to the owners 2,414 (5,057)
Weighted average number of shares - basic and diluted 1,42,77,809 1,42,77,809
Earnings per share - basic and diluted (in `) 16.91 (35.42)
44 Leases
a. Break-up of current and non-current lease liabilities:
The following are the break-up of current and non-current lease liabilities:
31 March 2022 31 March 2021
Current lease liabilities 307 239
Non-current lease liabilities 819 899
Total 1,126 1,138
b. Movement in Lease liabilities:
The following are the movement in lease liabilities:
31 March 2022 31 March 2021
Opening balance as on 1 April 2021 / 2020 1,138 931
Additions 259 606
Finance costs accrued during the year 106 97
Deletions (15) (152)
Effects of foreign exchange (1) (9)
Balance as on 31 March 2022 / 2021 1,126 1,138


c. The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
31 March 2022 31 March 2021
Less than one year 366 309
One to five years 449 578
More than five years 1,131 1,183
Total 1,951 2,070
d. Amounts recognized in profit or loss

31 March 2022 31 March 2021
Interest on lease liabilities 106 97
Expenses relating to short-term leases recognized in other expenses 381 261
e. Amounts recognized/disclosed in cash flow statement

31 March 2022 31 March 2021
Total cash outflows for leases 361 335
45 Exceptional Items

31 March 2022 31 March 2021
Impairment of goodwill (refer note 6) (163) -
Employee retention credit (refer note 45.1) 2,726 -
Paycheck protection program (refer note 45.1) 1,945 -
VRS expenditure (refer note 45.2) (420) (173)
Profit on sale of land (refer note 45.3) - 2,396
4,088 2,223
45.1 In respect of a step down subsidiary in U.S., Rane Light Metal Castings Inc., (“LMCA”) was entitled to certain economic
relief provided by the U.S. government in order to manage the impact of COVlD-19 pandemic. Pursuant to such
economic relief schemes, during the year ended March 31, 2022, LMCA received an approval for forgiveness of the
paycheck protection program loan (‘PPP Loan’) from the U.S. Small Business Administration (SBA) for an amount
of USD 2.63 million (`1,945 lakhs). Further, LMCA was eligible for employee retention credit (ERC), from the U.S.
Internal Revenue Service during the year ended March 31, 2022 for an amount of USD 3.66 million (`2,726 lakhs).
The aggregate amount of such relief has been recorded as exceptional income for the year ended 31 March 2022.
45.2 Voluntary Retirement Scheme (VRS) expenditure incurred in respect of employees of certain subsidiaries who have
opted for VRS aggregated to `421 lakhs (31 March 2021: `173 lakhs).
45.3 During the year ended 31 March 2021, profit on sale represents profit on sale of vacant land of REVL a subsidiary
company, in Medchal (Hyderabad) amounts to `2,396 lakhs (net of incidental expenses) (carrying value of vacant
land of `7 lakhs classified as held for sale in 2019-20).

Corporate Overview
Management Reports

46 Group information
The group’s subsidiaries, joint venture / associate entities are set out below
Companies Country of incorporation % of voting power held

As at As at
31 March 2022 31 March 2021
a. Information about subsidiaries
Rane (Madras) Limited - (RML) India 71.77% 68.47%
Rane (Madras) International Holdings B.V (RMIH) - The Netherlands 100.00% 100.00%
(subsidiary of RML)
Rane Light Metal Castings Inc. (LMCI) The United States of America 100.00% 100.00%
Rane Engine Valve Limited - (REVL) India 54.82% 54.82%
Rane Brake Lining Limited - (RBL) India 50.03% 47.57%
Rane t4u Private Limited India 98.59% 70.01%
Rane Holdings America Inc. The United States of America 100.00% 100.00%
Rane Holdings Europe GmbH Germany 100.00% 100.00%
b. Information about Joint venture / associate entities
ZF Rane Automotive India Private Limited (ZRAI) (formerly India 49.00% 50.00%
known as Rane TRW Steering Systems Private Limited)
Rane NSK Steering Systems Private Limited - (RNSS) India 49.00% 49.00%
47 Disclosure of additional information as required by Schedule III:
Name of the entity Net assets, i.e., total Share of profit or loss Share in other Share in total
assets minus total comprehensive income comprehensive income
liabilities
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
Parent: Rane Holdings Limited 50.26% 50,543 96.63% 3,388 34.53% 299 84.33% 3,687
Subsidiaries - Indian
(Parent’s share)
1. Rane (Madras) Limited - 16.28% 16,372 20.37% 714 45.50% 394 25.34% 1,108
consolidated
2. Rane Engine Valve Limited 5.30% 5,326 (18.51)% (649) 0.69% 6 (14.71)% (643)
3. Rane Brake Lining Limited 12.08% 12,149 36.85% 1,292 (1.85)% (16) 29.19% 1,276
4. Rane t4u Private Limited 0.37% 371 (34.46)% (1,208) 5.77% 50 (26.49)% (1,158)
Subsidiaries - Foreign
1. Rane Holdings America Inc. 0.05% 50 0.77% 27 0.46% 4 0.71% 31
2. Rane Holdings Europe GmbH 0.04% 43 0.11% 4 (0.12)% (1) 0.07% 3
Non-controlling interests 22.81% 22,932 31.15% 1,092 17.55% 152 28.45% 1,244
Joint venture / associate entities
(investment as per the equity
method)
Indian
1. ZF Rane Automotive India 69.91% 2,451 1.04% 9 56.27% 2,460
Private Limited (formerly known
as Rane TRW Steering Systems
Private Limited)
2. Rane NSK Steering Systems (90.90)% (3,187) (3.58)% (31) (73.60)% (3,218)
Private Limited
Consolidation adjustments (7.19)% (7,232) (11.92)% (418) - - (9.56)% (418)
Total 100% 100,554 100% 3,506 100% 866 100% 4,372


Name of the entity Net assets, i.e., total Share of profit or loss Share in other Share in total
assets minus total comprehensive income comprehensive income
liabilities
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
Parent: Rane Holdings Limited 47.54% 46,856 (2.25)% 136 72.81% 1,339 (35.15)% 1,475
Subsidiaries - Indian
(Parent’s share)
1. Rane (Madras) Limited - 12.64% 12,456 65.47% (3,951) 18.87% 347 85.89% (3,604)
consolidated
2. Rane Engine Valve Limited 5.85% 5,763 5.53% (334) 0.38% 7 7.79% (327)
3. Rane Brake Lining Limited 11.47% 11,304 (24.77)% 1,495 1.74% 32 (36.39)% 1,527
4. Rane t4u Private Limited 0.85% 835 8.72% (526) 0.60% 11 12.27% (515)
Subsidiaries - Foreign
1. Rane Holdings America Inc. 0.17% 169 (0.30)% 18 -0.22% (4) (0.33)% 14
2. Rane Holdings Europe GmbH 0.04% 40 (0.07)% 4 0.05% 1 (0.12)% 5
Non-controlling interests 22.44% 22,113 16.21% (978) 6.36% 117 20.52% (861)
Joint venture / associate entities
(investment as per the equity
method)
Indian
1. ZF Rane Automotive India (20.66)% 1,247 (0.49)% (9) (29.50)% 1,238
Private Limited (formerly known
as Rane TRW Steering Systems
Private Limited)
2. Rane NSK Steering Systems 65.97% (3,981) (0.11)% (2) 94.92% (3,983)
Private Limited
Consolidation adjustments (0.99)% (974) (13.84)% 835 - - (19.90)% 835
Total 100% 98,562 100% (6,035) 100% 1,839 100% (4,196)
48 Financial instruments
48.1 Capital management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves
attributable to the equity shareholders of the Group.
The Group’s capital management is intended to create value for shareholders by achieving the long-term and short-term
goals of the Group, maintain the Group as a going concern and maintain optimal capital structure.
The Group determines the amount of capital required on the basis of annual operating plan coupled with long-term and
strategic investment and expansion plans. The funding needs are met through cash generated from operations, long-
term and short-term bank borrowings.
The capital structure of the Group consists of net debt (borrowings offset by cash and bank balances as detailed in notes
23 and 19.a) and total equity of the Group.
The Group monitors the capital structure on the basis of debt to equity, debt to capital employed etc. and the maturity
profile of the overall debt portfolio of the Group.
The Group is not subject to any externally imposed capital requirements.

Corporate Overview
Management Reports

48.2 Gearing ratio
The table below summarises net debt to equity:
31 March 2022 31 March 2021
Debt * 77,679 66,100
Cash and cash equivalents (2,715) (6,106)
Net debt 74,964 59,994
Total equity** 1,00,554 98,562
Net debt to equity ratio (in times) 0.75 0.61
*Debt is defined as long-term and short-term borrowings.

**Equity includes all capital and reserves of the Group.
48.3 Fair value measurements
The management considers that the carrying amount of financial assets and financial liabilities recognised at amortised
cost in the balance sheet approximates their fair value.
Financial instrument by category
Particulars As at 31 March 2022 As at 31st March2021

FVTPL FVOCI Amortised FVTPL FVOCI Amortised
Cost Cost
Financial assets
Loans - - 98 - - 46
Equity investments 496 - - 214 - -
Investments in equity instruments - 4,452 - - 4,452 -
Trade receivables - - 57,547 - - 48,615
Cash and cash equivalents - - 2,715 - - 6,106
Bank balances other than above - - 96 - - 215
Other financial assets (excluding investments) - - 6,509 - - 8,114
Fair value derivative hedging receivable 811 - - 236 - -
Mutual fund investments (mandatorily measured at FVTPL) 1,209 - - 2,293 - -
Total financial assets 2,516 4,452 66,965 2,743 4,452 63,096
Borrowings - - 77,679 - - 66,100
Trade payables - - 49,916 - - 46,220
Lease liability - - 1,126 - - 1,138
Derivative liability 22 - - 16 - -
Other financial liabilities - - 7,858 - - 5,464
Total financial liabilities 22 - 1,36,579 16 - 1,18,922
The group has not disclosed the fair values of financial instruments such as trade receivables, cash and cash equivalents, other bank
balances, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities because their carrying amounts
are at reasonable approximation of fair value.



48.3.1 The below table summarise the fair value hierarchy of the financial assets / liabilities:

Financial assets
a. Mutual fund investments 1,209 2,293 2 Fair value is determined based
(unquoted) (mandatorily on Net Assets Value published by
measured at FVTPL) respective funds.
b. Derivative investments 811 236 2 The fair value is determined using
(forward contracts) quoted forward exchange rates at
the reporting date and present value
calculations based on high credit
quality yield curves in the respective
currencies.
c. Investments in equity 4,452 4,452 3 Fair value of the investment is
instruments measured at determined based on the fair value
FVOCI of the net assets as furnished by the
fund which inturn is determined using
various significant unobservable
inputs including the purchase
price, developments concerning
the investee company of the fund
subsequent to acquisition, data and
projections of investee company
etc. The estimated fair value would
increase or decrease depending
upon changes to such inputs.
Total 6,472 6,981

Fair value derivative hedging 22 16 2 The fair value is determined using
liability quoted forward exchange rates at
the reporting date and present value
calculations based on high credit
quality yield curves in the respective
currencies.
Total 22 16
Net financial assets / 6,450 6,965
(liabilities)
Net financial assets / 6,450 6,965
(liabilities)
Note: Fair value information relating to investment in equity investments measured at FVTPL are not presented as these are not material to the financial statements.
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
Particulars Amount
Net change in fair value (unrealised) 1,809
(Sale) / Purchase (net) 448
Net change in fair value (unrealised) 384
(Sale) / Purchase (net) -384
There have been no transfers among Level 1, Level 2 and Level 3 during the year ended 31 March 2022 and 31 March 2021.
* Fair value hierarchy (Level 1,2,3)

Corporate Overview
Management Reports

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
48.4 Financial risk management
The Group has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk, credit
risk, equity price risk and liquidity risk. The Group’s focus is to foresee the unpredictability of financial markets and seek to minimise
potential adverse effects on its financial performance. The primary market risk to the Group is foreign exchange risk. The Group
uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Group’s exposure to credit risk is
influenced mainly by the individual credit profile of each customer and the concentration of risk from the top few customers.
The risk management objective of the Group is to hedge risk of change in the foreign currency exchange rates associated with it’s
direct & indirect transactions denominated in foreign currency. Since most of the transactions of the Group are denominated in its
functional currency (INR), any foreign exchange fluctuation affects the profitability of the Group and its financial position. Hedging
provides stability to the financial performance by estimating the amount of future cash flows and reducing volatility.
48.4.1 Market risk
Market risk is the risk that changes in the market prices - such as foreign exchange rates, interest rates and equity prices - will affect
the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimising the return.
The Group operates on a global platform and a portion of the business is transacted in multiple currencies. Consequently, the
Group is exposed to foreign exchange risk through its sales in the United States, European Union and other parts of the world, and
purchases from overseas suppliers in different foreign currencies. The Group holds derivative financial instruments such as foreign
exchange forward and options contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.
48.5 Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange and
option contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows:
Currency As at 31 March 2022 As at 31 March 2021

In equivalent In Foreign In equivalent In Foreign
` (Lakhs) Currency ` (Lakhs) Currency
(Lakhs) (Lakhs)
Financial assets
USD 17,372 210 13,137 180
EUR 2,372 28 1,250 14
GBP 31 - 46 -
USD 11,094 135 1,242 14
EUR 2,954 37 208 3
JPY 1,677 2,697 635 960
CNH 54 5 - -
SGD 7 - - -


48.5.1 Foreign currency sensitivity analysis
The Group is mainly exposed to US Dollar and EURO currencies. The following table details the group’s sensitivity to a
5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign
currency risk internally to key management personnel and represents management’s assessment of the reasonably
possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.
The sensitivity analysis includes loans to foreign operations within the Group where the denomination of the loan is in a
currency other than the functional currency of the lender or the borrower. A negative number below indicates a decrease
in profit or equity where the Indian Rupee strengthens by 5% against the relevant currency. For a 5% weakening of the
Indian Rupee against the relevant currency, there would be a opposite impact on the profit or equity.
Particulars Impact on profit or loss for the year Impact on total equity as at the end
of the reporting period
Strengthening Weakening Strengthening Weakening
Increase/decrease by 5%
2021-22
USD -91 91 -223 223
EUR 29 -29 - -
GBP -2 2 - -
JPY 84 -84 - -
2020-21
USD -372 372 -223 223
EUR -52 52 - -
GBP -2 2 - -
JPY 32 -32 - -
In management’s opinion, the sensitivity analysis is not a complete reflection of the inherent foreign exchange risk considering the
fact that the exposure at the end of the reporting period does not reflect the exposure during the year.
48.5.2 Derivative Financial Instruments
The Group holds derivative financial instruments such as foreign currency forward and option contracts to mitigate the
risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank
or a financial institution. It is the policy of the Group to enter into forward foreign exchange contracts to cover specific
foreign currency payments and receipts within a specific range. The Group also enters into forward foreign exchange
contracts to manage the risk associated with anticipated sales and purchase transactions ranging from 6 months to one
year by covering a specific range of exposure generated. Adjustments are made to the initial carrying amount of non-
financial hedged items when the anticipated sale or purchase transaction takes place.
The foreign exchange forward and options contracts mature within 12 months. The table below analyses the derivative
financial instruments into relevant maturity groupings based on the remaining period as of the Balance Sheet date:
31 March 2022 31 March 2021
Buy USD
Less than 3 months - (36)
Later than 3 months but upto 6 months - (216)
Total - (252)
Sell USD
Less than 3 months 4,145 638
Later than 3 months but upto 6 months 2,846 791
Later than 6 months but not later than 1 year 4,277 754
Later than 1 year 4,803
Total 16,072 2,183
Buy JPY

Corporate Overview
Management Reports

31 March 2022 31 March 2021
Less than 3 months (1,284) (714)
Total (1,284) (714)
Buy Euro
Less than 3 months (137) (91)
Total (137) (91)
Sell Euro
Less than 3 months 1,034 1,586
Later than 3 months but upto 6 months 691 1,568
Later than 6 months but not later than 1 year - 5,071
Total 1,725 8,225
Sell GBP
Less than 3 months 32 34
Total 32 34
The Group has designated foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign
exchange exposure on highly probable forecast cash transactions. The related hedge transactions for balance in cash
flow hedge reserve are expected to occur and reclassified to the Statement of Profit and loss within 3-12 months.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging
instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains
unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by
adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns
with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or
loss at the time of the hedge relationship rebalancing.
The reconciliation of cash flow hedge reserve for the year ended 31 March 2022 is as follows:
31 March 2022 31 March 2021
Balance at the beginning of the year 132 (184)
Gain/loss recognised in other comprehensive income during the year (net of tax) (132) 309
Acquisition of non-controlling interests - 7
Balance at the end of the year - 132
48.5.3 Interest rate risk management
The Group adopts appropriate policies to ensure that the interest rate risk exposure is at a fixed rate. This is achieved
partly by entering into fixed-rate instruments and partly by borrowing at a floating rate.
If interest rate had been 50 basis points higher / lower and all other variables were held constant, the Company’s profit
for the year ended 31 March 2022 would decrease / increase by ` 388 Lakhs (` 331 Lakhs). This is mainly attributable to
the Company’s exposure to interest rates on its variable rate borrowing.
48.6 Other price risks
The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic
rather than trading purposes. The Group doesn’t actively trade these investments.
48.6.1 Equity price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the
reporting period.
If the fair value had been 1% higher / lower, profit for the year ended 31 March 2022 would increase / decrease by
` 45 lakhs (31 March 2021: ` 45 lakhs) as a result of the changes in fair value of equity investments which have been


irrevocably designated at FVOCI.
48.7 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the group. Credit risk arises from cash and cash equivalents, investments carried at cost and deposits with banks and
financial institutions, as well as credit exposures to customers including outstanding receivables. The carrying amounts
of financial assets represent the maximum credit risk exposure.
The Group’s trade and other receivables consists of a large number of customers, across geographies, hence the Group
is not exposed to concentration risk.
48.7.1 Expected credit loss for investments, loans and security deposits
The estimated gross carrying amount of default is Nil (31 March 2021: Nil) for investments, loans and deposits.
Consequently there are no expected credit loss recognised for these financial assets. The credit risk on derivative
financial instruments is limited because the counterparties are banks with high credit-ratings.
48.7.2 Expected credit loss for trade receivables under simplified approach
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based
on a provision matrix. The provision matrix takes into account historical credit loss experience based on: a) Past trend of
outstanding receivables over a rolling period of past 24 months and b) actual amount of outstanding receivables as on
the reporting date.
48.8 Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the respective board of directors, which has established
an appropriate liquidity risk management framework for the management of the respective company’s short-term,
medium-term and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast
and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
48.8.1 Liquidity and interest risk
The following tables detail the Group’s remaining contractual maturity with agreed repayment periods. The below
information has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date
on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that
interest flows are floating rate, the undiscounted amount is derived from interest rate at the end of the reporting period.
The contractual maturity is based on the earliest date on which the Group may be required to pay.

Borrowings 77,679 48,267 34,403 871 83,541
Trade payables 49,916 49,916 - - 49,916
Other financial liabilities 7,880 7,880 - - 7,880
Lease liability 1,126 376 454 1,131 1,961
Total 1,36,601 1,06,439 34,857 2,002 1,43,298

Corporate Overview
Management Reports


Borrowings 66,100 46,966 32,056 1,611 9,484
Trade payables 46,220 46,220 - - 217
Other financial liabilities 5,480 5,478 2 - 159
Lease liability 1,138 310 578 1,183 202
Total 1,18,938 98,974 32,636 2,794 10,062
49 Events after reporting date
The Group has evaluated subsequent events from the balance sheet date through 26 May 2022, the date on which the
consolidated financial statements were authorised for issue, and determined that there are no items to disclose.
50 Approval of financial statements
The financial statements were approved for issue by the Board of Directors on 26 May 2022.




194
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statements of subsidiaries / joint venture / associate
Part “A”: Subsidiaries
` In Lakhs
USD in Thousands
Euro in Thousands

1. Sl. No. 1 2 3 4 5 6
2. Name of the subsidiary Rane (Madras) Rane Engine Rane Brake Rane t4u Private Rane Holdings Rane Holdings
Limited Valve Limited Lining Limited Limited America Inc. Europe GmbH
3. Reporting period for the subsidiary concerned, if different from No No No No No No
the holding company’s reporting period
4. Reporting currency and Exchange rate as on the last date of the USD EURO
relevant Financial year in the case of foreign subsidiaries. 1USD = `75.72 1EURO = `84.50
USD INR EURO INR
5. Share capital 1,627 672 773 1,800 20 10 25 18
6. Reserves & surplus 21,187 9,044 23,511 (1,464) 46 40 26 25

7. Total assets 122,989 31,159 39,895 1,063 123 93 70 59
8. Total Liabilities 100,173 21,443 15,611 727 57 43 19 16
9. Investments 146 215 135 - - - - -
10. Turnover 174,764 38,495 51,819 891 718 535 90 78
11. Profit / (Loss) before taxation 2,553 (1,501) 3,467 (762) 49 37 6 5
12. Provision for taxation 1,487 (315) 760 587 14 10 2 2
13. Profit / (Loss) after taxation 1,066 (1,186) 2,708 (1,349) 36 27 4 4
14. Proposed Dividend - - `20 per share - $ 10 per share - -
15. % of shareholding 71.77% 54.82% 50.03% 98.59% 100.00% 100.00%
For and on behalf of the Board of Directors of


Vice Chairman and Chairman and
Joint Managing Director Managing Director
DIN: 00012602 DIN: 00012583

Corporate Overview
Management Reports
Part “B”: Joint venture / associate

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Joint Venture / associate
` in Lakhs
Name of joint ventures Joint venture / associate entities

ZF Rane Automotive India Private Rane NSK Steering
Limited (Formerly known as Rane Systems Private Ltd
TRW steering systems Private
Limited)
1. Latest audited balance sheet date 31 March 2022 31 March 2022
2. Shares of joint ventures held by the company on the year end
Number of shares 4,281,740 8,771,000
Amount of investment in joint ventures 2,285 1,012
Extent of holding % 49.00% 49.00%
3. Description of how there is significant influence Note 1 Note 1
4. Reason why the joint venture / associate entities are not consolidated Note 2 Note 2
5. Networth attributable to shareholding as per latest audited balance sheet 21,069 5,028
6. Profit / (loss) for the year
i. Considered in consolidation 2,451 -3,187
ii. Not considered in consolidation 2,488 -3,317
Note 1 : There is significant influence due to percentage (%) of Share Capital.
Note 2 : The results of the Joint venture / associate are incorporated in the consolidated financial statements using Equity
Method of accounting
For and on behalf of the Board of Directors of


Vice Chairman and Joint Managing Director Chairman and Managing Director
DIN: 00012602 DIN: 00012583


Annexure to the Report of the Board of Directors
Particulars of Directors, Key Managerial

Personnel and Employees
for the Financial Year 2021-22
A. Details as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. Remuneration paid to Directors and Key Managerial Personnel
Name Designation Remuneration % increase / Ratio of

FY 2021-22 (decrease) of remuneration
(` in Crores) remuneration of each Director
FY 2021-22 to median
remuneration of
employees
Key Managerial Personnel
Mr. L Ganesh Chairman & Managing Director 2.98 23.00% 39.07
Mr. Harish Lakshman Vice-Chairman & Joint Managing Director 0.79 Not Comparable 10.35
(refer note iii)
Mr. Siva Chandrasekaran Secretary 0.56 Not Comparable
(refer note iv)
N.A
Mr. J Ananth Chief Financial Officer (up to Jan 31, 2022) 0.35 Not Comparable
Mr. M A P Sridhar Kumar Chief Financial Officer (from Feb 01, 2022) 0.12 (refer note v)
Note:
(i) None of the other Directors receive any remuneration from the Company except sitting fees for attending meeting
of the Board/ Committee(s) thereof.
(ii) Remuneration considered based on annual emoluments and designation as on date.
(iii) The remuneration to Mr. Harish Lakshman pertains to the perquisite value of furnished housing accommodation
provided by the Company.
(iv) The percentage increase or decrease is not comparable / relevant as there was a graded reduction in remuneration
to Directors /employees due to COVID-19 pandemic during the FY 2020-21.
(v) The percentage increase / decrease is not comparable as there was change in CFO during the year
2. Median remuneration of the employees of the Company for FY 2021-22 is `7.64 Lakhs. Increase in median remuneration
during the year: 29%
3. Number of permanent employees on the rolls of the Company as on March 31, 2022 was 95 and March 31, 2021 was 89.
4. Average percentile Increase already made in salary of employees other than the managerial personnel in last financial
year: 12%, as against the percentile Increase in managerial remuneration by 20%. The increase in managerial remuneration
is in line with the performance of the Company.
5. It is hereby affirmed that the remuneration paid is in accordance with the remuneration policy of the Company.

B. Details as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. Top ten employees in terms of remuneration drawn:
Name Designation Remuneration Nature of Qualifications and experience Date of Age (in Yrs) Last Percentage of Whether any
(Amount in `) employment of the commencement employment held equity shares such employee
employee of held by the is a relative of
employment employee in any Director or
the company Manager (if so,
name of Director /
Manager)
Mr. L Ganesh Chairman & Managing 2,98,38,505 Permanent B.Com., ACA, MBA & 43 years August 01, 2009 68 Chairman & Managing Director – 8.52% -
Director Rane Engine Valve Limited
Dr. P A Group CFO & President 1,23,75,560 Permanent B.Com, FCA, FCMA and FCS & August 17, 2018 56 CFO - Zydus Healthcare Limited 0.0017% -
Padmanabhan – Finance 31 years
Mr. R President 1,14,03,942 Permanent B.Sc., PG Dip. in Social Science, March 17, 2007 61 General Manager – - -
Venkatanarayanan – Corporate MHRM, CIPM & 36 years Human Resource, Rane Brake
Services Lining Limited
Mr. Harish Vice – Chairman & Joint 79,04,532 Permanent B.E. – BITS Pilani, August 01, 2019 48 Managing Director – Rane TRW 0.98% -
Lakshman Managing Director MSM - Purdue University, USA Steering Systems Pvt. Ltd.
Mr. Siva Executive Vice President 55,68,046 Permanent B.Sc, ACS, PGDCA July 01, 2005 58 Deputy General Manager – 0.0008% -
Chandrasekaran – Secretarial & Legal & 31 years Secretarial Services, Rane Brake
and Secretary Lining Limited.
Mr. S Varadharajan Executive Vice President 40,41,125 Permanent BE & 31 years April 01, 2006 53 Senior Manager – ERP, Rane TRW - -
– Information Systems Steering Systems Pvt Limited
Mr. J Ananth Vice President – Finance 34,87,630 Permanent B.Sc., ACMA, ACA, ACS January 17, 49 Deputy General Manager – - -
(upto 31st & CFO & 23 years 2013 Finance, Rane TRW Steering
January’22) Systems Pvt Limited
Mr. S. Prasad General Manager 32,43,470 Permanent BE (Computer Science), PGPM September 16, 40 Associate Member, Crisil India - -
– Chairman’s Office & 18 years 2015
Mr. Ashfaq Ahmed Vice President – 31,43,063 Permanent B.Com, PGDBA, ICWA & 30 November 11, 54 Senior Member – Diligent Tech - -
Kunjan Information Technology years 2016 India
Mr. Varadarajulu V General Manager – 25,00,866 Permanent B.Com, PG Diploma- Advanced February 19, 57 Manali petrochemical Ltd (SPIC) - -
Information Technology Programming, Microsoft 1999
Certified System Engineer &
36 years
Note:
#Includes joint holdings and HUF, if any
*Remuneration to Mr. Harish Lakshman mentioned above represents only the perquisite value of the furnished housing accommodation provided by the company
2. Employed throughout the financial year with remuneration not less than `1.02 crores per annum (excluding details of top ten employee(s) given in (i) above): NIL
3. Employees whose remuneration was not less than `8.50 lakhs per month (if employed part of the financial year, excluding details of top ten employee(s) given in (i)
above): NIL
4. Employees whose remuneration was in excess of that of MD / Whole time director / Manager and holding 2% of shares of the Company along with relatives (either

employed throughout the financial year or part thereof): NIL
Corporate Overview
Management Reports
197
CIN: L35999TN1936PLC002202
“Maithri”, 132, Cathedral Road,
Chennai-600086, India
Phone: +91 44 28112472 / 73
www.ranegroup.com

Rane Holdings

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Registered Office Tel: 91 44 2811 2472

“Maithri”, URL; www.ranegroup.com

Rane Holdings Limited

RHL/SE/014/2022-23 June 07, 2022

BSE Limited (BSE) National Stock Exchange of India Limited

In terms of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

For Rane Holdings Limited

Management Discussion and Analysis.............................. 21

Corporate Governance Report.......................................... 40

Standalone Financial Statements

Statement of Profit and Loss............................................... 71

Statement of Changes in Equity........................................ 72

Cash Flow Statement........................................................... 73

Consolidated Financial Statements

Statement of Profit and Loss.............................................125

Statement of Changes in Equity......................................126

Cash Flow Statement.........................................................128

FINANCIAL HIGHLIGHTS - STANDALONE

KEY PERFORMANCE INDICATORS

(#) Dividend payout is calculated on profits.

BALANCE SHEET HIGHLIGHTS**

RANE GROUP AGGREGATE

(*) Total Income are net of excise duty wherever applicable

Annual Report 2021-22 1

From the Desk of the Chairman

2 Annual Report 2021-22

Rane Holdings Limited

President - Corporate Services

President – Finance and Group CFO

Executive Vice President - Secretarial & Legal and Secretary

Senior Vice President - Finance & CFO

Annual Report 2021-22 3

Rane Holdings Limited

4 Annual Report 2021-22

Annual Report 2021-22 5

6 Annual Report 2021-22

Annual Report 2021-22 7

8 Annual Report 2021-22

Annual Report 2021-22 9

10 Annual Report 2021-22

Annexure to the Notice dated May 26, 2022

Name of the Director Mr. Harish Lakshman Mr. Rajeev Gupta

Annual Report 2021-22 11

Name of the Director Mr. Harish Lakshman Mr. Rajeev Gupta

(By order of the Board)

Chennai Siva Chandrasekaran

12 Annual Report 2021-22

Report of the Board of Directors

1. State of Company’s affairs of semiconductor shortage, shipping and logistics

1.1. Financial Performance

Sl. No. Name of investee company Products / Services Shareholding

a) Rane (Madras) International Holdings Holds strategic overseas investments 100.00%

Annual Report 2021-22 13

Particulars 2021-22 2020-21

*Re-measurement of defined benefit plans (net) recognised as part of retained earnings

14 Annual Report 2021-22

The Key Performance Indicators, operational 1.4. Share Capital

Annual Report 2021-22 15

16 Annual Report 2021-22

Annual Report 2021-22 17

18 Annual Report 2021-22

identification and monitoring of such transactions. Save applicable to the Company.

6. Corporate Social Responsibility (CSR) 8. Corporate Governance Report