Rap Media Ltd Directors Report

Dear Members,

On behalf of the Board of Directors (‘the Board), it is our pleasure to present the 31st Annual Report of the Company along with the Audited financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31,2025 (“FY 2024-25”).

1. Financial Highlights

Financial highlights of the Company for FY 2024-2025 as compared to the preceding financial year in given below:

(Rs. In lakhs)

Particulars	Consolidated		Standalone
	FY 2025	FY 2024	FY 2025	FY 2024
Net Sales /Income from Business Operations	-	-	-	-
Other Income	34.77	1.38	34.77	1.38
Total Income	34.77	1.38	34.77	1.38
Expenses excluding Depreciation	201.28	82.52	108.81	82.52
Profit /(loss)before Interest and Depreciation	(166.51)	(81.14)	(74.04)	(81.14)
Less Interest	-	-	-	-
Less Depreciation and amortization	30.81	25.05	30.81	25.05
Profit / (loss) after depreciation and Interest	(197.32)	(106.19)	(104.85)	(106.19)
Exceptional Item	-	-	-	-
Less Current Income Tax	-	-	-	-
Less Previous year adjustment of Income Tax	-	-	-	-
Less Deferred Tax	(35.53)	(27.17)	(35.53)	(27.17)
Net Profit/ (Loss) after Tax	(161.79)	(79.03)	(69.32)	(79.03)

The Audited Standalone and Consolidated Financial Statements of your Company for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), Indian Accounting Standards (‘Ind AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations).

In accordance with the provisions of Section 129(3) of the Act, the audited consolidated financial statements are also provided in the Annual Report.

During the year, the Company could not achieve any revenue on standalone basis. The Companys properties which were earlier on rental basis, were not fetching any income as the earlier clients have gone into insolvency process. The Company has incurred loss of Rs. 69.02 lakhs during the financial year.

There was no change in the revenue streams during the year, and no revenue was reported.. Your Directors are striving to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

During the year, the Company could not achieve any revenue on consolidated basis. White River Properties LLP (‘LLP), an associate of the Company has not carried any business. However the said LLP holds certain Land in Pune which capable of being developed in the future. The Company has incurred loss of Rs. 161.79 lakhs during the financial year.

2. State of Companys Affairs & Future Outlook

The Board of Directors has been considering the monetization of the assets of the Company since 2023-24. After various considerations, the Company has reclassified its property of Agra into stock in trade w.e.f. 1st April, 2024 and necessary accounting effect was given in June, 2024 Quarter.

As on 31st March 2025, the Companys properties consisted of properties in Agra and Meerut. As on the date of this report the company has sold its property at Agra for a consideration of Rs. 62.12 Crores (Rs. Sixty-Two crores and Twelve lakhs approx.). However, the Company is having “Zero Outside Debt” and has been able to weather all the storms. The Company s management is exploring various options to overcome the challenges in respect of the said properties and explore ways to generate income.

3. Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve.

4. Dividend

In view of the losses incurred, the Board doesnt recommend any dividend for the Financial Year under review.

5. Share Capital

The current Authorised Capital of the Company is Rs. 12,00,00,000 divided into 1,20,00,000 Equity Shares of Rs. 10/- each.

The total issued, subscribed and paid-up share of the Company is Rs. 5,88,10,000 consisting of 58,81,000 equity shares of Rs. 10 each fully paid-up on the date of this Report.

There was no change in the share capital during the year under review.

6. Change of name of the Company

During the Financial Year under review, change of name of the Company from Rap Media Limited to Rap Corp Limited was approved by Ministry of Corporate Affairs pursuant to shareholders approval w.e.f. January 24, 2025.

7. Details relating to Deposits covered under Chapter V of the Act

Sr. No.	Particulars	Amount (in INR)
1.	Accepted during the year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	NIL
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
	i. at the beginning of the year
	ii. Maximum during the year
	iii. at the end of the year	NIL
4.	Details of deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

*Note: Disclosure pursuant to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014: During the year under review and prior years, the Company has accepted loans from directors, the details of which are given in the Note No. 14.2. of the Financial Statements.

8. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company except the company has sold its property at Agra for a consideration of Rs. 62.12 Crores (Rs. Sixty-Two crores and Twelve lakhs approx.) after the end of the financial year and the date of this report.

9. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

10. Subsidiaries, Associates and Joint Ventures

During the year under review, the Company has made an investment in White River Properties LLP by acquiring a 42.5% stake in the said entity. Pursuant to this investment, White River Properties LLP has become an Associate of Rap Corp Limited in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards. As on the date of the report, the stake of the Company has changed to 33%.

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and associates are prepared in accordance with the provisions as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed form AOC-1 is attached as “Annexure- I” to the Boards Report. This statement also provides the details of the performance and financial position of each subsidiary/Joint Ventures and Associates.

11. Particulars of Loans, Guarantees or Investments

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements. The Company is in compliance of provision of Section 186 of the Companies Act, 2013.

12. Corporate Governance and Additional Shareholders Information

Pursuant to Regulation 15(2) of SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance and report thereunder, are not applicable to the Company as the equity share capital and net worth of the Company is less than prescribed limits as on the last date of the previous financial year.

Therefore, the Corporate Governance Report is not required to be annexed with this report.

13. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

14. Board of Directors and Key Management Personnel

• Appointment/Re-appointment of Directors

During the year under review, there is no change in the Board.

• Retirement by Rotation of Mr. Rupinder Singh Arora (DIN: 00043968)

As per Section 152 of the Companies Act, 2013, Mr. Rupinder Singh Arora, Managing Director of the Company retires by rotation at the forthcoming 31st Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies by Mr. Rupinder Singh Arora along with his shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Rupinder Singh Arora is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

• Key Management Personnel

The following persons continued to be designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Rupinder Singh Arora, Managing Director

• Mr. Surendra Gupta, Chief Financial Officer

• Mr. Irshad Mansuri, Company Secretary & Compliance Officer

15. Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

16. Details of Directorship/ Committee Memberships

The names and categories of Directors, their attendance at the Board meetings during the year and at the last Annual General Meeting (‘AGM) and also the number of Directorships held by them in Public Limited Companies and names of listed entities where they hold Directorships and category of such Directorships are provided below:

Sr. No.	Name	Category	Board Meetings Held	Attendance Board Meetings Attended	Last AGM Attended	Total no of Directorships including this listed entity*	Relationship with other Directors
1	Mr. Rupinder Singh Arora	Managing Director	6	6	Yes	3	Mr. Rupinder Singh Arora is the father of Mrs. Ritika Arora
2	Ms. Ritika Arora	Non-Executive Non Independent Director	6	6	Yes	1	Ms. Ritika Arora is daughter of Mr. Rupinder Singh Arora
3	Ms. Deepa Kunal Bhambhani	Non-Executive- Independent Director	6	6	No	3	-
4	Mr. Kapil Bagla	Non-Executive- Independent	6	6	No Director	6	-

*Excludes Directorships in private limited companies, foreign companies and companies registered under Section 8 of the Act. None of the Directors holds Directorships in more than 20 companies as stipulated in Section 165 of the Act.

17. Meetings:

The Company Secretary, in consultation with the Chairman of the Company and Chairman of the respective Board Committees, prepares the agenda and supporting documents for discussion at each Board meeting and Committee meetings, respectively. The Board and the Audit Committee meet in executive session, at least four times during a financial year, mostly at quarterly intervals inter alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if deemed necessary, to conduct the business. During the Financial year 2024-25, 6 meetings of Board of Directors were held on viz May 29, 2024, August 13, 2024, September 02, 2024, November 14, 2024, February 13, 2025, March 28, 2025. The maximum gap between two Board Meetings did not exceed 120 days.

18. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation was carried in an objective manner with evaluation of the Board as a whole, Committees of the Board and Individual Directors was carried out.

During the year under review, the Independent Directors of the Company met on February 13, 2025 without presence of other directors.

19. Board Committees

In compliance with the statutory requirements under Companies Act, 2013, the company has constituted mandatory committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

20. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Accordingly, the Audit Committee of the Board of Directors consists of 2 Independent Directors and one Executive-Director The members of Audit Committee are financially literate and have experience in financial management. The Committee comprised of Mr. Rupinder Singh Arora, Managing Director & Member, Ms.

Deepa Kunal Bhambhani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director.

Company Secretary acts as Secretary of the Committee.

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 202425, (i.e. May 29, 2024, August 13 2024, November 14, 2024, February 13, 2025 and March 28, 2025).

The Board has accepted all recommendations made by the Audit Committee during the year.

21. Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder. The committee comprises of Ms. Deepa Kunal Bhambhani Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Mr. Rupinder Singh Arora, Managing Director and Member.

Company Secretary acts as a Secretary of the Committee.

There was 1 (One) Meeting of the Stakeholders Relationship Committee of the Board of Directors held during the Financial Year 2024-25 i.e. May 29, 2024.

22. Nomination and Remuneration Committee

The composition of Nomination and Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder. The committee comprises of Ms. Deepa Kunal Bhambhani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Ms. Ritika Arora, Non-Executive Director and Member.

Company Secretary acts as a Secretary of the Committee.

There was 1 (One) Meeting of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2024-25 i.e. May 29, 2024.

23. Remuneration Policy

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management. The same is available on the website of the Company at https://rapcorpltd.co.in/policy.html. During the year there were no changes in the said Policy.

24. Business Risk Management

The Company has established a robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Companys objectives.

25. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31,2025 and of the loss of the company for that period;

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts on a going concern basis; and

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. 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;

26. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

27. Related Party Transactions

During the year under review, there were no transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Section 188 the Companies Act, 2013.

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your company. There were no transactions with related parties which require compliance under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. In view of the same, the disclosure in prescribed form AOC 2 are not applicable and the form AOC-2 is not attached.

28. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

The policy also provides access to the chairperson of the Audit Committee under certain circumstances. During the year, none of the whistle blowers was denied access to Audit Committee.

29. Auditors Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Jain Vinay & Associates, Chartered Accountants (FRN- 006649W) were appointed as the Statutory Auditors of the Company for a period of 3 years from the conclusion of 28th Annual General Meeting to hold office till the conclusion of the 31st Annual General Meeting (AGM) of the Company to be held in the year 2025. They will be retiring from the office of Statutory Auditor in the ensuing general meeting of the Company. Being eligible for re-appointment and upon recommendation of Audit Committee, the Board proposes re-appointment of M/s Jain Vinay & Associates, Chartered Accountants for a second term of 5 years subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Dharmendra Sharma of M/s Dharmendra Sharma & Associates, Practising Company Secretaries (Membership no.-F9081, COP-12973) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2024-2025. The secretarial audit report for FY 2024-25 is attached as “Annexure-N”.

Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of sub-section (1) of section 148 of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

30. Boards Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2025. The Report is enclosed with financial statements in this Integrated Annual Report.

• The Secretarial Auditors Report for the financial year ended March 31, 2025 doesnt contain any qualification, reservations or adverse remarks.

31. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

32. Significant and Material Orders Passed by the Courts/Regulators

During FY 2024-25, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

33. Corporate Social Responsibility Initiatives

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company as the Company has incurred losses.

34. Information Required Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company was not required to constitute Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment since the number of employees did not exceed the prescribed limit.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2025, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY2025 - 0

b) Number of complaint(s) disposed of during FY2025 - 0

c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - 0

35. Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

36. Disclosures

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following items and accordingly affirm as under:

• The Company has neither revised the Financial Statements nor the report of the Board of Directors.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• The Company has not formed any Employee Stock Option Scheme and has not granted any stock options.

• There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

• No petition/application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

• The company has software for maintaining its books of account and has a feature of recording audit trail for each transaction with audit log.

37. Particulars of Employees

The ratio of the remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as “Annexure-IN” Statement of Disclosure of Remuneration.

38. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Since the Company is not carrying on any manufacturing activity as such, provision of Section 134(3)(m) of the Company Act, 2013, read with the Rule 3 of Companies (Account) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

During the year under review, total Foreign Exchange Earnings and Outgo is as under:

Rupees in Lakhs

Particulars	FY 2025	FY 2024
Foreign Exchange Earning	NIL	NIL
Expenditure in Foreign Exchange	11.52	NIL

39. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31,2025, on its website at https://rapcorpltd.co.in/annual returns.html

40. Annual Listing Fees:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) where its securities are listed.

41. Human Resources:

The relationship with the staff remained cordial and harmonious during the year and management received full cooperation from employees.

42. Depository System:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

43. Directors Disqualification:

None of the directors of the Company is disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31st March 2025.

44. Acknowledgement

We thank our clients, vendors, investors, bankers, employees, for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. We further place on record our sincere appreciation for the assistance and co-operation received from Government Authorities and Business Partners.

For and on behalf of the Board of Directors of Rap Corp Limited

(Formerly known as Rap Media Limited)

Sd/-

Rupinder Singh Arora

Chairman

DIN:00043968

Place: Mumbai

Date: August 13, 2025