In a significant development for the Indian auto components sector, Rane Holdings Limited, a Chennai-based company, has officially acquired a 63.80% stake in Rane (Madras) Limited (RML) following the allotment of 59,58,439 equity shares on April 23, 2025. This acquisition comes as part of a larger Scheme of Amalgamation involving Rane Engine Valve Limited and Rane Brake Lining Limited merging into RML.

Amalgamation and Share Allotment

The amalgamation scheme, approved through all relevant regulatory and legal frameworks, including SEBI and Ministry of Corporate Affairs guidelines, was undertaken to consolidate Rane Group's presence in the auto components industry. Pursuant to this, RML allotted equity shares as per the following share exchange ratio:

• 21 RML shares for every 20 shares of Rane Brake Lining Limited

• 9 RML shares for every 20 shares of Rane Engine Valve Limited

These shares were allotted at a fair value of ₹925.60 per equity share, as determined by a joint valuation report from PwC Business Consulting Services LLP and Bansi S. Mehta Valuers LLP.

Shareholding Details and SEBI Compliance

Following this allotment, the total post-amalgamation paid-up equity capital of RML stands at 2,76,37,137 equity shares of face value ₹10 each. Rane Holdings’ stake has now risen to 63.80%, although it reflects a 7.97% dilution from the pre-amalgamation figure.

Importantly, the transaction qualifies as a related party transaction, as Rane Holdings is part of the promoter group of RML. However, the allotment has been executed at arm's length, ensuring fairness and transparency under SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. Furthermore, under General Circular No. 30/2014 issued by the Ministry of Corporate Affairs, the requirements of Section 188 of the Companies Act, 2013 are not applicable to this type of amalgamation transaction.

Business Overview of RML

Rane (Madras) Limited is a prominent player in the automotive components industry, offering a diverse range of products including:

• Steering and Suspension Linkage Systems

• Steering Gear Products

• High Precision Aluminium Die Castings

• Engine valves, guides, tappets

• Brake linings, clutch facings, clutch buttons

• Disc pads, brake shoes, railway brake blocks

The company is listed on both the BSE Limited and the National Stock Exchange of India Limited, ensuring wide investor participation.

Financial Snapshot of RML

RML has consistently demonstrated robust financial performance. The audited standalone turnover for FY24 stood at ₹2,142.25 crore, with the net worth reported at ₹261.54 crore. A brief overview of RML’s turnover in the last three years is as follows:

• FY24: ₹2,142.25 crore

• FY23: ₹2,123.55 crore

• FY22: ₹1,555.00 crore

These figures underscore the company's strong position in the domestic auto components market and its resilience in maintaining performance amidst macroeconomic fluctuations.

Strategic Objectives and Long-term Impact

The primary objective of this acquisition is to consolidate shareholding within a single listed entity, thereby streamlining the group’s corporate structure and allowing Rane Holdings to better leverage the scale and synergies offered by RML's broader product portfolio. This move is expected to enhance operational efficiencies, drive cost optimization, and allow more strategic focus on core competencies.

Notably, no regulatory approvals were required for this acquisition beyond what was mandated for the amalgamation. Additionally, there will be no change in the management or control of RML following the share allotment. However, voting rights will now reflect the new shareholding pattern.

Conclusion

This strategic consolidation underlines Rane Group’s commitment to long-term value creation and enhanced stakeholder alignment. With a strengthened equity stake in RML and a broader auto component portfolio under a single umbrella, Rane Holdings Limited is well-positioned to tap into the growing opportunities in India’s automotive and mobility sectors.

Investors and stakeholders can expect greater transparency, scale, and growth potential following this corporate realignment, which aligns with global best practices in corporate restructuring and shareholder value creation.

This update is in compliance with Regulation 30 of the SEBI LODR Regulations, 2015, and was officially submitted to both BSE and NSE on April 24, 2025.

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