Rane (madras) Limited · NSE:RML
Rane (madras) — Merger or Acquisition (February 2024)
32 slides from Rane (madras)'s merger presentation, Feb 9, 2024
Slide 1: Exchange filing cover letter: Investor Presentation
Registered Office Tel . 91 44 2811 2472 • Maithri URL : www.ranegroup.com 132. Cathedral Road. Chennai 600 086. India CIN . L.65993TN2004PLC052856 Rane (Madras) Limited Rcine // Online Submission // RML/SE/06 it/ 2023-24 February 09, 2024 BSE Limited National Stock Exchange of India Ltd. Listing Cen
Slide 2: Investor Presentation on Proposed Reorganization
Investor Presentation On Proposed Reorganization February 2024 1
Slide 3: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Timelines & Advisors Appendix 2
Slide 4: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Timelines & Advisors Appendix 3
Slide 5: Rane Group – One of the Leading Auto Ancillary Players
Rane Group – One of the Leading Auto Ancillary Player GROUP SALES OF INR 6,690 CR (~USD 820 MN)-FY’23 Founded in 1929 and headquartered in Chennai, Rane Group is one of the STEERING AND SUSPENSION SYSTEMS preferred OE manufacturer and supplier for global auto majors 61% Rane (Madras) Ltd ZF Rane Aut
Slide 6: Rane Group – One of the Leading Auto Ancillary Players
Rane Group – One of the Leading Auto Ancillary Players …And has achieved credible size over the years The Group today has… 10 Years 14,516 27 Employees Manufacturing 9% Group Aggregate Sales on-roll Plants CAGR FY23 Group Aggregate Sales* 6,690 (INR Cr.) Presence across Technical FY23 Group Aggregat
Slide 7: Rane (Madras) Ltd. (RML)
Rane (Madras) Ltd. (RML) MANUFACTURING PLANT • Market leader in steering gear and steering linkage products in India. We have started catering to hydraulic products such as HSU and steering cylinders. • Best in class manufacturing facilities at Chennai, Mysore, Puducherry and Pant Nagar. • End to en
Slide 8: Rane Engine Valve Ltd. (REVL)
Rane Engine Valve Ltd. (REVL) MANUFACTURING PLANT • Incepted In 1959, REVL manufactures valves and valve train components for various engine applications • Non Automotive applications such as power generation, marine, defence, locomotive, etc. • Comprehensive test laboratory for material characteris
Slide 9: Rane Brake Lining Ltd. (RBL)
Rane Brake Lining Ltd. (RBL) MANUFACTURING PLANT • Established in 1964, RBL is a leader in Friction Products across OEM segments and supplies products to over 15 countries • Technical collaboration with Nisshinbo Brakes Inc. and TMD Friction • Library of widely tested and approved formulations to su
Slide 10: ZF Rane Automotive India Private Limited (ZRAI)
ZF Rane Automotive India Private Limited (ZRAI) Joint venture partnership with ZF Group, Germany. MANUFACTURING PLANT Steering Gear Division • Design, Development and Application capability for complete Hydraulic Power Steering system for all vehicles. • Advanced design tools for 3D modeling, simula
Slide 11: Rane NSK Steering Systems Private Limited (RNSS)
Rane NSK Steering Systems Private Limited (RNSS) MANUFACTURING PLANT • Joint venture partnership with NSK, Japan. • State-of-art R&D test lab for validation of steering columns. • Manufacturing facilities across four locations in Chennai, Bawal, Rudrapur & Ahmedabad. • Design & Development capabilit
Slide 12: Rane Aftermarket Business
Rane Aftermarket Business Increasing Group’s brand presence in aftermarket through enhanced product portfolio and wider market reach 11
Slide 13: Global Footprint
Global Footprint Sweden Canada Russia Germany Poland Slovakia UK Czech Republic Belgium Hungary France Austria Spain Romania USA Novi, MI Portugal Italy Turkey China Japan Qatar S. Korea Morocco Bhutan Nepal Bangladesh Mexico UAE India Saudi Arabia Singapore, Malaysia & Thailand Serve customers 30+
Slide 14: We create and deliver value to our customers
We create and deliver value to our customers Passenger Vehicle Commercial Vehicle Farm Tractor Two/Three-Wheeler Other Applications INDIA INTERNATIONAL 13
Slide 15: Track Record of Creating Wealth for Shareholders – Share Price (10 Years CAGR)
Track Record of Creating Wealth for Shareholders – Share Price (10 Years CAGR) SENSEX BSE AUTO NSE AUTO 71,752 43,995 19,227 13% 14% 14% 20,514 11,569 5,010 31-Jan-2014 31-Jan-2024 31-Jan-2014 31-Jan-2024 31-Jan-2014 31-Jan-2024 RHL RML REVL RBL 753 442 871 1,234 23% 19% 14% 23% 127 120 155 110 31-J
Slide 16: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Governance & Timelines Appendix 15
Slide 17: Current Corporate Structure
Current Corporate Structure Rane Holdings Ltd. (RHL) Subsidiaries Joint Venture/Associate Rane (Madras) Ltd. (RML) ZF Rane Automotive India 71.77% Pvt. Ltd. (ZRAI) 49% Rane Engine Valve Ltd. (REVL) 58.29% Rane NSK Steering Systems Pvt. Ltd. (RNSS) 49% Rane Brake Lining Ltd. (RBL) 50.03% Considered f
Slide 18: Proposed Reorganization: An Overview
Proposed Reorganization: An Overview Inter-se merger among subsidiaries of RHL Proposed Structure Proposed Reorganisation envisages merger of REVL Rane Holdings Limited and RBL into RML (Merged entity) 71.77% 58.29% 50.03% RML REVL Objectives RBL Merger Simplification of Group structure Unlock syner
Slide 19: Swap Ratio Recommended by Valuers and Fairness Opinion Providers
Swap Ratio Recommended by Valuers and Fairness Opinion Providers Independent valuation exercise conducted by PwC and M/s Bansi S Mehta, the registered valuers Valuation recommended the merger share exchange ratios Fairness opinion on the recommended share exchange ratio obtained from 3 merchant bank
Slide 20: Pre and Post Scheme Shareholding Pattern
Pre and Post Scheme Shareholding Pattern Pre-Scheme Shareholding Pattern Issuance of RML Shares Post-Scheme Shareholding Pattern RML Issuance to RBL shareholders Shareholder #Shares (Cr.) % 21 equity shares of RML to be RHL 1.17 71.77% issued to RBL shareholders for Others 0.46 28.23% every 20 share
Slide 21: Objectives and Benefits of Proposed Reorganization
Objectives and Benefits of Proposed Reorganization • Consolidates all operating business subsidiaries under one Rane umbrella, i.e., RML which Simplification of captures full value of listed businesses of the Group Group structure • Brings down the number of listed entities within the group • Enhanc
Slide 22: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Timelines & Advisors Appendix 21
Slide 23: Diversified and Scalable Product Portfolio
Diversified and Scalable Product Portfolio Merged Entity Proforma Revenue (LTM – Jan’23 to Dec‘23)-Rs. 3,373 Cr By Product (%) Column1 Balanced revenue across 55% 19% 16% 8% 2% market segments Steering & Suspension Friction Materials Valve Train Components Light Metal Castings Others Synergy leverag
Slide 24: Sizeable Auto Component Player with Enhanced Scale and Financial Strength – LTM
Sizeable Auto Component Player with Enhanced Scale and Financial Strength – LTM (Jan’23 to Dec’23) LTM Particulars Jan’23 to Dec’23 Rs. In Crores % on Revenue Revenue from operations 3,373.3 Material cost 1,989.8 59.0% Employee benefits 430.0 12.7% Other expenses 642.5 19.0% Operating EBITDA 311.0 9
Slide 25: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Timelines & Advisors Appendix 24
Slide 26: Indicative Timelines
Indicative Timelines Feb Jan Mar Apr May June July Aug Sept Oct Nov Dec Feb 2024 2025 Board Approval Filing with NCLT NCLT / other regulatory process Receipt of NCLT order ROC filing Implementation of the scheme is expected to take around ~ 9 - 12 months subject to receipt of the requisite approvals
Slide 27: Transaction Advisors
Transaction Advisors Financial Advisor Tax Advisor Legal Advisor 26
Slide 28: Other Agencies
Other Agencies Independent Valuers Financial & Legal Fairness Due Diligence Opinion Providers RML RBL REVL 27
Slide 29: Table of Contents
Table of Contents Group Overview Proposed Reorganization Merged Entity – Proforma Financials Transaction Timelines & Advisors Appendix 28
Slide 30: Glossary
Glossary Abbreviation Expansion Abbreviation Expansion BSE Bombay Stock Exchange NCLT National Company Law Tribunal CAGR Compounded Annual Growth Rate NSE National Stock Exchange Cr Crores OEM Original Equipment Manufacturer CV Commercial Vehicle OES Original Equipment Supplier Earnings Before Inter
Slide 31: Disclaimer
Disclaimer This presentation may contain certain forward looking statements concerning Rane’s future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. T
Slide 32: Thank You
Thank You For further information, please contact: investorservices@ranegroup.com Rane Corporate Centre “Maithri" 132, Cathedral Road, Chennai - 600 086, India www.ranegroup.com 31
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