Rander Corporation Ltd Directors Report

Dear Member,

Your directors have pleasure in presenting their 32^nd Annual Report on the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

Financial Performance

(Rupees in lakhs)

Particulars	Year Ended 31-Mar-25	Year Ended 31-Mar-24
Total income	140.79	398.86
Expenditure (including depreciation)	123.06	153.67
Profit / (Loss) before taxation	17.73	245.18
Tax Expenses:
Current Tax	71.99	59.67
Deferred Tax
Profit/ (Loss) after tax	-54.25	185.51
Earnings per equity share (Face Value Rs. 10/- each)
Basic	-0.44	1.5
Diluted	-0.44	1.5

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure.

PRINCIPAL ACTIVITY

There has been no change in the nature of business of the Company. The principal activity of the Company is

‘Financing and Securities Trading. It also operates in the infrastructure segment. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the resources so available.

BUSINESS REVIEW

Despite challenging economic conditions, our company has maintained a strong presence in the Boisar real estate market. Our success is built on a foundation of financial strength, a proven business strategy that thrives in any economic climate, and a dedicated team committed to achieving our goals. We are also well-positioned to expand our already solid footing in the NBFC segment in the coming years.

FINANCIAL HIGHLIGHTS

The Company has recorded a total income of Rs. 140.79 lacs as against Rs. 398.86 lacs in the previous year. The loss after tax for the year under review was Rs. 54.25 lacs as against a profit of Rs. 155.08 lacs in the previous year. This loss was majoring because of an amount of 62.94L pertaining to income tax liability of the previous financial year has been written off, as no provision had been made for the same in the earlier period and it could not be adjusted or set off subsequently. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2024-25 and the date of this report.

The Financial Statements of the Company for the F.Y. 2024-25 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Companies Act, 2013 ("the Act"). In accordance with the provisions contained in Section 136 of the Act, the Annual Report of the Company, containing therein its Notice of the Annual General Meeting, Standalone Financial Statements, notes to accounts, cash flow statements,

Report of the Auditors and Board of Directors thereon are available on the website of the Company at https:\\randergroup.com. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual report.

RESERVES

The Company does not propose to carry any amount to general reserves. The closing balance of the retained earnings of the Company for F.Y. 2024-25, after all appropriation and adjustments was Rs. 1053.07 lakhs.

DIVIDEND

Based on the Companys financial performance for the year 2024-25 and in order to conserve resources to face the challenges and the contingencies in future, the Board of Directors have not recommended any dividend on equity shares for the financial year 2024-25.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital from Rs. 12,70,00,000 divided into 1,27,00,000 shares of Rs. 10/- each to Rs. 18,00,00,000 divided into 1,80,00,000 shares of Rs. 10/- each vide resolution passed in the Extra-ordinary General Meeting held on Friday, January 03, 2025.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 12,33,70,000/- (Rupees Twelve Crores Thirty-Three Lakhs Seventy Thousand Only) divided into 1,23,37,000 Equity Shares of Rs. 10 each.

Further, during the year, the Board of Directors of the Company in its Meeting held on March 15, 2025 has approved the right issue of shares for an amount not exceeding Rs. 50 Crore.

The Company has;

- not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014; - not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014; - not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

DEPOSITS

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have any Subsidiaries/Associates/Joint Ventures as on date.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year, the applicable accounting standards had been followed along with proper explanation relating to material departures.

32^nd Annual Report

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the accounts for the financial year on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNELs

Your Companys Board comprises of mix of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report. The list of Directors & Key Managerial Personnels of the Company as on March 31, 2025 are as follows:

1. Mr. Rohan Rander (DIN: 06583489), Executive Director

2. Mr. Vishal Atmaram Patil (DIN: 10580038), Non-Executive Independent Director

3. Mrs. Priyanka Abhishek Patil (DIN: 10578775), Non-Executive Independent Director

4. Mrs. Ravi Kumar Periwal (DIN: 07241859), Non-Executive Independent Director

5. Mr. Dineshkumar Ratanlal Rander (DIN: 00427280), Executive Director

6. Mr. Amarchand Rander (PAN: AABPR1775N), Chief Executive Officer (KMP)

7. Mr. Amitkumar Rander (DIN: 05311426) (PAN: AJDPR4813Q), Chief Financial Officer (KMP) and Executive Director

8. Mrs. Jinita Vaibhav Maru (PAN: DBBPK6377K) Company Secretary and Compliance officer

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNELs

During the year under review, the following changes took place in the composition of the Board & Key Managerial Personnel:

1. Mr. Amit Kumar Rander was appointed as the Executive Director and Chairman of the Company w.e.f. May 1, 2025.

2. Mr. Ravi Kumar Periwal was appointed as the Independent Director of the Company w.e.f. from May 1, 2025.

3. Mr. Vishal Atmaram Patil was appointed as the Independent Director of the Company w.e.f. from May 1, 2025.

4. Mrs. Priyanka Abhishek Patil was appointed as the Independent Director of the Company w.e.f. from May 1, 2025.

5. Mrs. Jinita Vaibhav Maru (ACS-61824) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. October 24, 2024.

6. Ms. Sangeeta Kabra (ACS-43074) resigned from the position of the Company Secretary and Compliance Officer of the Company with effect from August 05, 2024.

7. Mr. Sarwankumar Baldwa (DIN: 08705510) resigned from the position of the Non-Executive Independent Director of the Company with effect from April 30, 2024 due to expiry of his second term. There was no other material reason of his resignation.

8. Mr. Jitesh Rander (DIN: 02739297) and Mrs Bhagyashree Patil (DIN: 06538935) resigned from the position of the Non-Executive Independent Directors of the Company with effect from April 30, 2024. There was no other material reason of their resignation other than those mentioned under resignation letters.

As on March 31, 2025, none of the other Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Act, and Regulation 16 read with Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfil the Conditions specified in the Act and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Act read with rules framed thereunder.

BOARD MEETINGS AND BOARD COMMITTEES

The details of the Board and Committee Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report.

DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act, 2013 (the "Act") and in terms of the Memorandum and

Articles of Association of the Company, Mr. Rohan Rander (DIN: 06583489), Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 32^nd AGM of the Company, for a brief profile of the Director.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTOR

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-?-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions. In a separate meeting of Independent Directors held on 14^th February 2025 the performance evaluation of the Board as whole, Chairman of the Company and the Non-Independent Directors was evaluated. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through various internal programs and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES

In Compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulation, the

Company has adopted a Whistle Blower Policy. The Companys vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys

Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. The Company has disclosed the policy at the website at www.randergroup.com. No complaints were received during the financial year 2024-25.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Regulation 34 of SEBI Listing Regulations along with the Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2024-25.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONAL AND PARTICULARS OF EMPLOYEES

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

PARTICULARS OF EMPLOYEES

During the year under review, there are no employees who come within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel approved by the Nomination and Remuneration Committee and the Board. The policy is available at the website of the Company at www.randergroup.com.The purpose of the said Policy is to establish and govern the procedure applicable:

To evaluate the performance of the members of the Board;

To ensure remuneration payable to Directors, KMPs & other senior Management and to strive appropriate balance and commensurate among others with the functioning of the Company and its long-term objectives;

To retain, motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create competitive advantage.

The policy inter-alia covers the Directors appointment and remuneration, Key Managerial Personnels and other senior management appointment and remuneration.

AUDITORS

a) Statutory Auditors

The members of the Company in the AGM held on September 30, 2022 appointed M/s. Ishwarlal & Co. Chartered Accountants, Statutory Auditors of the Company as Statutory Auditors for a term of Five years (5 consecutive years). The Auditor has confirmed to the Company that they are not disqualified from continuing as Auditors of the Company. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comment. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed Mrs. Amita Karia, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report is annexed herewith as "Annexure-B". Further, there are no observations under the Secretarial Audit Report provided by the Secretarial Auditor.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the recommendation of the Audit Committee, considered and recommended the appointment Mrs. Amita Sachin Karia, Practicing Company Secretary as Secretarial Auditors of the Company for Audit period of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-2030, subject to approval of the Members of the Company at the ensuing Annual General Meeting (AGM)..

c) Internal Auditor:

Ms. Pournima Gopale, has performed the duties of internal auditor of the Company for the financial year 2024-25 and their report is reviewed by the audit committee from time to time.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 is available on the Companys website at www.randergroup.com.

RELATED PARTY TRANSACTIONS:

All transactions undertaken by the Company during the financial year with related parties were on arms length basis & in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Further, the Company has not entered any material transactions falling under the purview of section 188 of the Companies Act, 2013. Accordingly, the details are not required to be given under AOC-2. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: www.randergroup.com.

LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made, or guarantee given, or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security, if any are forming part of the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is a Non-Banking Finance Company. The disclosure of information relating to conservation of energy and technology absorption is therefore not applicable to your company. There were no foreign exchange earnings or outgoes for your Company during the year.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CEO/CFO CERTIFICATION

In terms of SEBI Listing Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

MISCELLANOUS

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

The provisions of section 135 regarding Corporate Social Responsibility (CSR) is not applicable to your company;

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future;

During the year under Report review, no funds were raised through preferential allotment or qualified institutional placement;

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder;

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India;

The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961;

During the year under review, the Company has not made any application under Insolvency and Bankruptcy Codes, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Banks, customers, business partners, vendors, bankers, financial institutions, regulatory, government authorities and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels during the year under review. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.

Date: 14.08.2025	By the Order of the Board
Place: Mumbai	Rander Corporation Limited
	Sd/-	Sd/-
	Rohan Rander	Amit Rander
	(Director)	(Chairman and Director)
	DIN: 06583489	DIN: 05311426