To,

The Members,

The Directors of your company have pleasure in presenting to you the 45^th Annual Report together with the Audited Statements of Accounts for the year ended on 31 ^st March, 2023.

FINANCIAL RESULTS

(Amount in Rupees)

Due to the vulnerabilities of our domestic economy & the global market dislocation, the Company has recorded lower total income of Rs. 35,98,687/- as compared to Rs. 50,00,665/- for the previous year but higher Net Profit after tax of Rs. 3,45,845/- for the year as compared to the profits of Rs. 1,768/- in the previous year.

The Company has got the NBFC license revived from the RBI and hence can start doing the NBFC business again which is good news from the future business prospects. Also, the company has started the financial advisory services and business for mutual investments and loan against property which would help the company to do better in future.

The board of directors is bullish on the financial services business and expects quantum increase in business activity in the coming quarters.

In order to plough back the entire profits after tax into the business of the company. No dividend was recommended by the board of directors.

The paid up equity capital as on March 31, 2023 was Rs. 1,31,00,000/- during the year under review.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

The RBI has restored the NBFC license which was revoked in 2018 on March 23, 2023 after the High Court order dated February 20, 2023.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri. Neel Kumar Jain monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

As per the provisions of the Companies Act, 2013, Smt. Nina Ranka (DIN: 00937698) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment. Mr. Arun Jain had resigned as Independent Non-Executive Director of the company w.e.f. 1^st April, 2023 and Mr. Kanishk Ranka has been appointed as Non-Independent Non-Executive Director by the board w.e.f. from 1^st April, 2023 whose appointment was regularized on 28^th June, 2023 via Postal Ballot. Further, Mr. Kanishk Ranka is now being appointed as an executive director subject to the resolutions passed in the Annual General Meeting. The necessary resolution for the appointment of Smt. Nina Ranka (DIN: 00937698) and for change in designation of Mr. Kanishk Ranka (DIN: 06967647) are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made thereunder and are independent of the Management.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, 4 (Four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company s operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

The Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology (computer technology and telecom infrastructure) in ensuring it is connected with its clients across the globe.

During the period under review there was no foreign exchange earnings or out flow.

Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have 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 or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large except for the transaction of loan Portfolios between the company and Veritas Buildtech Private Limited and KMP remuneration. The disclosure of material Related Party Transaction in FORM AOC-2 is given in Annexure A to this report.

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company s website www.rapidinvestments.co.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company s procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Aneesh Jain & Co., Chartered Accountant, Mumbai, (Firm Reg. No. 020778C) has been appointed by the Shareholders at the 43^rd Annual General Meeting of the Company held on 30 September, 2021 for a period of 5 years i.e. upto conclusion of 48^th Annual General Meeting of the Company.

Details of Audit Qualification: The company has purchased Selected 308 Loan portfolios aggregating to Rs 775.62. Lakhs from Veritas Buildtech Private Limited and has sold 44 Existing Loans aggregating to Rs 95.57 Lakhs to Veritas Buildtech Private Limited which remain unverified due to non-availability of adequate agreement(s) and repayment schedules. Hence, we are unable to comment upon the correctness of carrying value of financial assets and financial liabilities in accompanying statement.

For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: As the certificate of registration of the Company as Non-Banking Financial Company (NBFC) was restored by the Reserve Bank of India (RBI), the Company has purchased 308 Loan Portfolios aggregating to Rs. 775.62 lakhs from Veritas Buildtech Private Limited and the amount is now payable and has sold 44 existing loans aggregating to Rs. 95.57 lakhs to Veritas Buildtech Private Limited and the amount is now receivable and proper agreement is also executed with regards to the same.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial year ended 31^st March, 2023 in the prescribed form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure B".

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following:

1. The Company does not have website updated with required information under Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Rule 10 and Rule 20(4)(v) of Companies (Management and Administration) Rules, 2014, which requires the Company to give advertisement for Closure of register of members and to publish the Notice of E-voting, respectively and Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires the intimation of Board Meeting to consider and approve the financial results, in at least one vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and at least once in English language in an English Newspaper having a wide circulation in that district, were not complied by the Company. However communication on each matter is done in writing with shareholders holding 99.79% shares.

3. As per requirement of Secretarial Standard on Board meetings (SS-1), & General Meetings (SS-2), the maintenance & preservation of minutes of Board & General Meetings (SS-5) are not strictly followed.

4. As per the requirement of Amendment provisions of Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, the individuals who has been appointed as an independent director in the company have not applied for inclusion of their name in the Independent Director s Data Bank.

However, the company would ensure in future that all the provisions will be complied to the fullest extent.

The Annual Return for FY 2022-23 as per provisions of the Act and Rules thereto, is available on the Company s website at http://www.rapidinvestments.co.in/investor-relations/2Form_MGT_7%20for%20website.pdf

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the management s actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

There are no employees covered under these rules and hence the said provision is not applicable.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS: The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure C and Annexure D, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.