Rane Holdings Ltd

Meeting Details

• No meeting details available in provided chunk.

Business Overview

• Holding company Rane Holdings oversees the Rane Group, an auto components OE supplier.
• Rane Group serves PV, CV, tractors, 2W/3W, railways, and stationary engines.
• Strategic focus is expanding new business wins and LTV-driven growth.

Key Operational Highlights

• Q1 FY27 EBITDA margin was 7.3%, up 59 bps YoY.
• Group FY26 sales were Rs 8,414 crore.
• New business wins carry a total Lifetime Value of Rs 4,320 crore.
• LTV by entity: RML Rs 2,040 Cr (47%).
• LTV by entity: ZF Lifetec Rs 1,530 Cr.
• LTV by entity: RSSL Rs 325 Cr.
• LTV by entity: ZF Rane Rs 425 Cr.

Capital Structure & Liquidity

• Holding structure: RML 63.8% stake; RSSL 100%; ZRAI 49%; ZLRAI 49%.
• No material debt/equity actions disclosed in this update.

Strategic Priorities & Outlook

• Strategy focuses on expanding horizons through new business wins and higher LTV.
• LTV mix shows diversification across RML, RSSL, ZF Lifetec, and ZF Rane.

Meeting Details

• Date and time: August 21, 2026, 15:00–16:00 IST; mode: virtual group call.
• Organizer: Rane Group.

Participants

• President – Finance and Group CFO.
• Sr. EVP - Finance and CFO, Rane (Madras) Limited.
• EVP– Finance and CFO, Rane Holdings Limited.
• VP– Corporate Planning, Rane Holdings Limited.

Purpose

• Purpose: Earnings Conference Call to discuss quarterly results.

AGM Details

• AGM held on 13 August 2026 at 15:00 IST via VC/OAVM.
• Voting cut-off was 6 August 2026.
• Remote e-voting ran 10–12 August 2026; voting also at AGM.

Ordinary Business

• Adopt standalone financial statements for the year ended 31 March 2026; passed.
• Declare dividend on equity shares; passed.
• Appointment of director by rotation approved; passed.

Special Business

• Independent director Ramesh Rajan Natarajan appointed; passed.

AGM details

• AGM held Aug 13, 2026 via VC/OAVM at 15:00 IST.
• Cut-off entitlement date: Aug 6, 2026.
• Remote e-voting Aug 10–12; voting reopen 15 minutes after AGM.
• AGM concluded at 15:53 IST.

Resolutions & outcomes

• Ordinary 1: Adopt Audited Financial Statements; passed.
• Ordinary 2: Dividend on equity shares declared; passed.
• Ordinary 3: Re-appointment of Harish Lakshman; passed.
• Special 4: Independent Director appointment of Ramesh Rajan Natarajan; passed.

Voting highlights

• Dividend resolution: 71,14,037 in favour, 13 against.
• Re-appointment: 71,13,879 in favour, 171 against.
• Independent director: 68,66,690 in favour, 2,47,360 against.
• Total votes polled: 71,14,050.

Issue overview

• Type and securities: preferential issue of convertible warrants.
• Total size; no revision or undersubscription observed.
• Main objectives: strategic investments in group companies; repayment of borrowings; general corporate purposes (up to 25%).

Utilisation of proceeds

• Utilisation status: funds not yet utilised; shares allotted July 30, 2026; funds available for quarter ending Sep 30, 2026.
• Unutilised funds: Rs 10 crores parked in a dedicated bank account.
• GCP portion: Rs 10 crores under GCP unutilised; no board approval details recorded.

Governance and compliance

• Approvals: in-principle approvals from BSE/NSE obtained; no other statutory approvals required.
• Material events: None observed that affect viability.
• Deviations: No deviation observed in this first monitoring report.

General Corporate Purpose (GCP)

• GCP objective: up to 25% of proceeds; Rs 10 crores unutilised.
• Utilisation to date: zero deployment; no board approval indicated for allocation.
• Unutilised funds: kept in a dedicated bank account.

Fund-raising and deviation status

• Mode of fund raising: Preferential Issues.
• Date of raising funds: June 25, 2026.
• Amount raised: Rs 10 crore of a Rs 40 crore issue size.
• Status: Partly utilised; Rs 10 crore received; balance to be received later.
• Deviation status: Not indicated as applicable.

Deviation details and audit committee comments

• Audit Committee notes: Rs 10 crore received for 3,38,030 warrants; allotment completed July 30, 2026.
• Funds available for utilisation after allotment.
• Shareholder approval: Not applicable.
• Monitoring: Audit Committee of the Board.
• Auditors' comments: Not reported.

Objects and allocations

• Funds allocated for strategic investments in group companies.
• Repayment of borrowings.
• General corporate purposes (up to 25% of proceeds).
• Rs 10 crore received; Rs 30 crore remaining upon warrant conversion.

Financial results approved

• Board approved unaudited standalone and consolidated Q1 FY2026-27 results for quarter ended June 30, 2026.
• Limited Review Reports for standalone and consolidated results issued by B S R & Co. LLP.
• Results will be uploaded on the company website and stock exchanges.

Major transactions and actions

• Rane Madras Limited to acquire Hindustan Composites friction business for Rs 37,000 lakhs.
• RML received Rs 17,000 lakhs advance for land sale; retains 1.02 acres.
• Sale of 3.48 acres Velachery land for Rs 36,118 lakhs to Canopy Living LLP.
• Carrying value of land Rs 2 lakhs classified as Held-for-Sale.
• Warrant subscription of Rs 1,000 lakhs for 3,38,030 convertible warrants; allotment on 30 July 2026.
• Balance Rs 3,000 lakhs to be received within 18 months.

Regulatory and audit notes

• Auditors note emphasis of matter on warranty obligations; no impact on conclusions.
• IND AS 34 framework used; compliance with SEBI LODR noted.
• Limited Review completed for quarter ended 30 June 2026.

Board meeting details

• Board meeting held August 13, 2026.

Capital / Securities

• 3,38,030 convertible warrants allotted to Promoter/Promoter Group at Rs 295.83 per warrant.
• Warrants are convertible into equity shares, with 75% of the issue price payable at exercise.
• Warrant subscription price is Rs 295.83, 25% of Rs 1,183.32 issue price.
• Promoters Ganesh L (joint with Meenakshi Ganesh) and Harish Lakshman hold all warrants.
• Total number of investors: two; outcome: fully subscribed.
• Warrants exercisable in one or more tranches within 18 months from allotment.
• Face value of warrants is Rs 10 per equity share on conversion.