RRP Semiconductor Ltd

Dear Members,

Your Directors have pleasure in presenting Forty fifth (45 th ) Director's Report of RRP Semiconductor Limited ('The Company'), together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The standalone and consolidated financial highlights of the Company's operations are summarized below :

(Rs. In Lakhs)

	Standalone
PARTICULARS	202425	202324
Revenue from operations	3,159.14	38.00
Other Income	35.98	0
Total Income	3195.13	38.00
Total expenses	2,048.76	39.70
Profit/(Loss) before Exceptional Item and Tax	1,146.37	(1.70)
Exceptional Item	0	0
Profit/(Loss) before Tax	1,146.37	(1.70)
Total Tax Expenses	300.00	0
Profit / (Loss) for the period	846.37	(1.70)
Earnings per Equity Share (in Rs)
Basic	5.99	(0.28)
Diluted	5.99	(0.28)

2. BUSINESS PERFORMANCE/STATE OF THE COMPANY'S AFFAIRS (RS. IN LAKHS) :

During the year under review, the Company has achieved turnover of Rs. 3,159.14/ as against Rs. 38.00/ for the previous year. After deducting total expenditure aggregating to Rs. 2,048.76/, the Company has earned profit after tax of Rs. 846.37/ as against loss of Rs. 1.70/ of the previous year.

3. TRANSFER TO RESERVES :

During the year under review, no amount has been transferred to the general reserve of the Company .

4. DIVIDEND :

The Company has not recommended any dividend for the financial year 202425.

During the financial year under review, the company at its Extra ordinary General Meeting held on 27 th May, 2024 has increased its Authorised Share Capital of the Company from Rs. 75,00,000/ consisting of 2,50,000 equity shares of face value of Rs. 10/ each and

50.000 preference shares of Rs. 100/ each to Rs. 30,00,00,000/ consisting of 2,95,00,000 Equity shares of face value of Rs. 10/ each and 50,000 Preference shares of Rs. 100/ each and Paid up capital from 60,00,000 to 14,12,40,000.

During the year under review the Company has issued and allot 1,35,24,000 equity shares of face value of Rs. 10/ each to Promoter & Nonpromoter of the company and received Inprincipal approval on 23 rd May, 2024. The company has allotted 96,24,000 Equity shares on 31 st May, 2024 and 39,00,000 Equity shares on 5 th June, 2024 and received Listing approval on 25 th June, 2024 for 96,24,000 Equity shares and 39,00,000 Equity shares respectively. The trading approval for these shares was granted on dated 16 th July, 2024 and these shares are now under lock in till 31 st March, 2026.

BSE during the year under consideration has withdrawn the Listing permission of

1.35.24.000 equity shares of face value of Rs. 10/ each to Promoter & Nonpromoter of the company allotted on 31st May, 2024 & 5 th June, 2024 This order of BSE was on account of the company being a corporate Share Holder of another Listed company of earlier promoter and accordingly a PAC which was delisted by NSE and BSE in March 2017. Against the said decision of the SE, the company filed an Appeal before the Hon'ble Securities Appellate Tribunal and the Tribunal has passed an interim order to maintain status quo.

6. LISTING OF EQUITY SHARES:

The Company's Equity shares are listed on the following Stock Exchange:

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001, Maharashtra, India

7. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES :

The Company does not have any Associates and/or Joint Venture Companies as defined under Section 2(6) of the Companies Act, 2013.

8. NATURE OF BUSINESS:

During the Financial Year under review, the company has changed its nature of business to Information and Technology Industry (Semiconductor & digital chips etc.).

This change is in line with the Company's long term strategic objective and is expected to contribute positively to the overall growth and profitability of the Company.

9. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has changed its name in an Extraordinary General Meeting held on 27/05/2024 from ' G D Trading & Agencies Limited ' to ' RRP Semiconductor Limited ' to reflect the main business activities of the Company.

Composition:

The Company recognizes that a diverse and wellbalanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and NonExecutive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decisionmaking and help maintain the Company's strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of Five (5) Directors, including:

One Executive Director and

One is NonExecutive NonIndependent Directors and Three are NonExecutive Independent Directors (including one Independent Woman Director)

Change in Directorship during the year :

During the Financial Year 202425, the following changes took place in the composition of Board of Directors of the company;

A ppointment:

During the year under review Mr. Rajendra Chodankar (DIN:00665008) was appointed on 23 rd April, 2024 as an Additional Director (NonExecutive) and regularised/appointed in the Extraordinary meeting held on 27 th May, 2024.

Mr. Avinash Tiwari (DIN: 05336563), Mrs. Sanghamitra Sarangi (DIN: 08536750) and Mr. Nitin Oza (DIN: 03198502) who was appointed as an Additional (Non Executive Independent) w.e.f. 31 st January, 2024 for a period of 5 years and Mr. Ramesh Chandra Mishra (DIN: 00206671) as an Additional Director (NonExecutive NonIndependent) w.e.f. 31 st January, 2024 and regularised/appointed in the Extraordinary meeting held on 29 th April, 2024.

During the year under review, Mrs. Sumita Mishra (DIN: 00207928) was appointed as an Additional Director designated as Managing Director with effect from 11 th July, 2024 for a period of 3 Years and regularised in the 44 th Annual General Meeting held on 2 8 th August, 2024.

Resignation :

Mr. Avinash Tiwari (DIN: 05336563), resigned from the post of Independent Director with effect from 3 rd July, 2024 due to Other Professional Commitments and personal reasons as mentioned in his Resignation Letter. He had confirmed there are no Material

reasons for his resignation.

Mr. Rajendra Chodankar (DIN:00665008) resigned from the post of NonExecutive Director w.e.f. 26 th July, 2024 due to preengagement.

Mrs. Sumita Mishra (DIN: 00207928) resigned from the post of Managing Director with effect from 30 th May, 2025 due to Other professional engagement as mentioned in her Resignation Letter. However, she is continuing as Director (Non Executive NonIndependent) of the company.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Manas Ranjan Palo was appointed as an Additional Director designated as Managing Director with effect from July 01, 2025 for a period of Three Years commencing from 01072025 to 30062028 subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Accordingly, the Board of Directors of the company as on date comprises the following ;

Sr. No. Name	Designation	DIN
1) Mr. Ramesh Chandra Mishra	NonExecutive NonIndependent	00206671
2) Mrs. Sumita Mishra	NonExecutive NonIndependent	00207928
3) Mrs. Sanghamitra Sarangi	Independent Director	08536750
4) Mr. Nitin Arvind Oza	Independent Director	03198502
5) Mrs. Sejal Dattaram Yerapale	Independent Director	08544413
6) Mr. Manas Ranjan Palo	Additional Director (Managing Director)	01933994

DIRECTORS RETIRING BY ROTATION:

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, Mr. Ramesh Chandra Mishra (DIN: 00206671) NonExecutive NonIndependent Director being longest in the office is liable to retire by rotation at the ensuing Annual General Meeting ( ' AGM ' ) and being eligible, has sought reappointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their reappointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard 2 on General Meetings, necessary details of Mr Ramesh Chandra Mishra, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Appointment & Resignation of CFO:

During the year under review, Ms. Sejal Patel appointed as Chief Financial Officer w.e.f. 11/07/2024 and resigned from the post of Chief Financial Officer w.e.f. 14/11/2024.

Mr. George Abraham Vithayathil was appointed as Chief Financial Officer w.e.f. 14/11/2024 and resigned from the post of Chief Financial Officer w.e.f. 21/05/2025.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors in a meeting held on 14 th August, 2025 has appointed Mr. Manas Ranjan Palo as Chief Financial Officer with effect from 14 th August, 2025.

Appointment & Resignation of CS:

During the year under review, Miss. Asha Pal (Membership No: A58325) resigned from the post of Company Secretary and Compliance Officer w.e.f. 05/02/2025 and based on recommendation of the Nomination and Remuneration Committee, the Board of Directors in a meeting held on 12 th February, 2025 appointed Ms. Sejal Nilesh Patel (Membership No. ACS75733) as Company Secretary and Compliance Officer w.e.f. 12/02/2025.

11. INDEPENDENT DIRECTORS :

Statement on Declaration given by Independent Directors :

The Company has now three Independent Directors, namely Mrs. Sanghamitra Sarangi (DIN: 08536750), Mr. Nitin Oza (DIN: 03198502) and Ms Sejal Dattaram Yerapale (DIN: 08544413). Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company's Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors' databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company

Familiarization Programme for Independent Directors :

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support their effective participation on the Board. As part of the familiarisation process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and grouplevel businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

12. DIRECTORS' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (5) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standard 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 the end of the financial year and of the Profit or Loss of the Company for that period.

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

4. The Directors have prepared the Annual accounts on a going concern basis.

5. 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.

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

13. NUMBER OF MEETINGS OF THE BOARD :

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. During the financial year, Twelve (12) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

INDEPENDENT DIRECTORS MEETING :

During the year under review, the Independent Directors of the Company met 1 (one) time on February 12, 2025.

14. ANNUAL BOARD EVALUATION :

The Company has established a comprehensive framework for evaluating the

performance of the Board of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company's Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Board's functioning, the effectiveness of its committees, and the performance of each Director. The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Company's operations and business environment, application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Company's core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board's performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis was placed on the Board's ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees, and individual Directors, including Independent Directors, was found to be satisfactory.

15. COMMITTEES OF THE BOARD :

As on March 31, 2025, the Board has constituted the following committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholder's Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

16. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

17. CORPORATE SOCIAL RESPONSIBILITY :

The provision of Corporate Social Responsibility as given under section 135 of Companies Act, 2013 is not applicable to Company. However, in current financial year (FY 202425) the Company have earned Profit before tax of Rs. 1,146.37 (Rs. In Lakh) and therefore the provision of Corporate Social Responsibility as given under section 135 of Companies Act, 2013 will be applicable to the Company from next Financial Year (FY 202526) .

18. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

The HR function is strategically integrated with the Company's longterm vision and is geared towards enhancing employee experience, performance, and future readiness. This year, RRP Semiconductor Limited remained committed to nurturing an inclusive and collaborative workplace culture that encourages transparency, creativity, and mutual respect. The Company actively promotes a learning oriented environment by investing in skillbuilding, leadership development, and crossfunctional exposure, ensuring employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee wellbeing and worklife balance, striving to create a healthy, engaging, and performance driven culture. Through various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its workforce, reinforcing its commitment to building longterm, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized various interactive sessions and teambuilding activities, which encouraged open communication, collaboration, and relationshipbuilding across departments. These initiatives played a significant role in reinforcing team spirit and enhancing organizational cohesion.

19. NOMINATION AND REMUNERATION POLICY :

The Company has established a comprehensive Policy on Director Appointment and Remuneration, which also encompasses Key Managerial Personnel and other employees. This policy serves as a framework for the Nomination and Remuneration Committee to identify and recommend individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down clear criteria for assessing the

independence of Directors in accordance with regulatory requirements and the Company's governance standards.

Furthermore, the policy ensures that the Company's remuneration strategy is aligned with its overarching business objectives. Remuneration packages are designed to reward individual contributions as well as overall organizational performance, while remaining competitive and in line with industry benchmarks. This approach not only motivates Directors and employees to deliver sustainable value but also supports the retention of highcaliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing regulatory landscapes and evolving best practices in corporate governance. This enables the Company to maintain a balanced and performancedriven reward system that fosters long term growth and accountability.

The remuneration policy approved by the board of Directors is available on the website of the Compan

20. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company

a) Code of Conduct for Directors and Senior Management

b) Nomination and Remuneration Policy

c) Policy on Disclosure of Material Events

d) Policy on preservation of Documents

e) Policy on archival of data

f) Whistle Blower Policy

g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy

j) Policy on Material Subsidiary

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There was material changes and commitments have occurred between the end of the Company's financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a ' Going Concern ' .

During the year under review, the Company has received the email dated 10 th May, 2024 from BSE for payment of SOP Fine for late submission with requirement of Regulation 27(2) and Regulation 31 of SEBI (LODR) Regulation, 2015 for the Quarter ended December 2014 and the company has paid the fine of Rs. 22,420/ on 16 th May, 2024.

The Board would like to bring to the notice of the Shareholders about the unprecedented price movements at BSE which is not supported by the financials of the Company . The members and all stake holders are requested to deal with the securities of the company judiciously.

22. INTERNAL FINANCIAL CONTROL SYSTEMS THEIR ADEQUACY AND RISK MANAGEMENT:

The Company has in place a robust internal control system, commensurate with the size, scale, and complexity of its operations. These controls are supported by welldocumented policies and standard operating procedures that govern key business processes. The internal control framework is designed to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has established a structured Internal Audit function. The scope, authority, and functioning of the internal audit are defined and reviewed periodically by the Audit Committee. Internal audits are conducted at regular intervals to assess the effectiveness of operational and financial controls and to provide assurance on the design and operating effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management, stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented to the Audit Committee on a quarterly basis, along with management's responses and action plans. Followup mechanisms are in place to ensure the timely implementation of corrective measures.

The internal control environment of the Company is dynamic and responsive to evolving business needs. It is reviewed periodically and strengthened as required to ensure high standards of governance, transparency, and accountability are maintained throughout the organization.

The internal and operational audit responsibilities are assigned to Mr. Manas Dash, who function independently and report directly to the Audit Committee to ensure objectivity and transparency in the audit process. The primary focus of their audit activities is to conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal controls, and review core business processes for efficiency, compliance, and alignment with industry best practices.

23. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

There is no amount due to be transferred to the IEPF account.

24. RELATED PARTY TRANSACTIONS :

Your Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions and is published on the Company's website a

The Company has established a robust and transparent framework for the review, approval, and monitoring of Related Party Transactions (RPTs). This framework ensures that all transactions with related parties are conducted in a fair, arm'slength manner and are aligned with the Company's commitment to ethical business practices and regulatory compliance.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company's Policy on Materiality and Dealing with Related Party Transactions, all relevant information pertaining to proposed RPTs—including transaction details, nature of the relationship, commercial rationale, and pricing justification—is submitted for prior review and approval of the Audit Committee.

The Audit Committee plays a critical oversight role by ensuring that such transactions are in the best interest of the Company and its stakeholders, and do not result in any conflict of interest. For material RPTs and those requiring shareholder approval, the Company ensures timely disclosure and compliance with all applicable regulatory requirements and SEBI circulars.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate changes in law and evolving governance best practices. The Company disclosed the Details of material contracts or arrangement or transactions which at arm's length basis in Form AOC2 as a part of Annual report in terms of Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 However company has not entered in any transaction which are not at arm's length basis:.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

During the financial year 202425 the approval of Members was obtained by way of Special resolution in the Extra ordinary meeting held on 29 th April, 2024, authorizing the Directors to make such loans, guarantees or investment exceeding the prescribed limits; .

(a) give loan to any person or body corporate or give guarantee or provide security in connection with a loan to any other person or body corporate provided that the aggregate amount of such loan investment and guarantee outstanding at any time shall not exceed Rs. 1,000 Crores;

(b) Make investment and acquire by way of subscription, purchase or otherwise securities of any other body corporate by cash or swap of shares or other mode or any combination hereof provided that the total amount of such investments outstanding at any time shall not exceed Rs. 1,000 Crores; and which exceeds the prescribed ceiling under Section 186 of the Companies Act 2013.

The particulars of Loans, Guarantees or Investments made/ given by the Company in the financial year 202425 as per section 186 of the Companies Act, 2013 is stated in the notes to account which forms part of this financial statements.

26. DEPOSITS:

During the financial year, The Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 of the Act, read with the Rules made thereunder, and therefore, no amount of principal or interest on deposit was outstanding as of the Balance Sheet date. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company Shree Vindhya Paper Mills Ltd was listed with BSE & NSE. The said company suffered losses and because of that the company could not able comply with various provision of listing agreement prevalent and filings in the BSE Portal.

The RRP Semiconductor Limited (Formerly known as G D trading & Agencies Limited) company listed with BSE and was a corporate shareholder alongwith Mr. Shekar Somani (the earlier promoter of G D trading & Agencies Limited) was a Promoter of Shree Vindhya Paper Mills Ltd.

The Company Shree Vindhya Paper Mills Ltd, was compulsorily delisted by the NSE w.e.f. March 24, 2017 and from BSE w.e.f. August 23, 2017.

At the time of compulsory delisting of Shree Vindhya the company was a promoter of Shree Vindhya holding 18% shareholding, and therefore, as per Regulation 24 of Delisting Regulations, 2009, the Company was barred from directly or indirectly accessing the securities market or seeking listing for any equity shares for a period of 10 years from the date of such delisting i.e., until March 23, 2027.

Accordingly, pursuant to BSE due to debarment under regulation 34 of SEBI (Delisting of Equity Shares) Regulations, 2021 withdrew the listing Approval and the company is against the said order filed an Appeal before SAT.

The Hon'ble SAT passed an Order in May 2025 to maintain the Status quo and presently the matter is subjudice.

28. ENVIRONMENT. HEALTH AND SAFETY :

Your Company remains fully committed to upholding the highest standards of legal compliance and operational excellence in all aspects of Health, Safety, and Environmental (HSE) management. During the year under review, the Company continued to focus on energy and water conservation, enhanced utilization of renewable energy sources, and efforts to minimize waste generation across operations. These initiatives are in alignment with the Company's broader goals of sustainable development and environmental stewardship.

In line with this commitment, the management has actively fostered a culture of safety and wellbeing across the organization. The Company organizes routine fire safety drills, along with periodic health checkups for both permanent and contractual employees, ensuring

proactive care and risk prevention at the workplace.

The Company recognizes that safety is not a onetime initiative but an ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the overall workforce wellbeing, promoting a proactive approach to health and safety, and embedding a strong safetyfirst culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure working environment across all manufacturing units and office, thereby ensuring a responsible and peoplecentric approach to organizational growth.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil Mechanism and Whistle blower Policy have been implemented in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

These mechanisms are designed to enable employees and other stakeholders to confidentially report concerns regarding actual or suspected misconduct, including unethical behaviour, violations of legal or regulatory requirements, and breaches of the Company's Code of Conduct. The system ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation. Comprehensive information on the Company's Vigil Mechanism and Whistle blower Policy is provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The Policy is also available on the Company's official website at

There were no Complaints received for the financial year ended March 31, 2025.

30. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. 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 also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

31. AUDITORS AND THEIR REPORT:

a) ST A TUTORY A UDfTOR:

CA Adityanarayan Somani (Membership No.138456) from Maheshwari & Associates, Chartered Accountants (ICAI Firm Registration No: 311008E) Statutory Auditors has resigned with effect from 1 st July, 2024 due to other urgent assignments.

As the Statutory Auditors has resigned during the year hence the Board of Directors on the recommendation of Audit Committee in their meeting held on 2 nd August, 2024 has appointed M/S. PAMS & Associates (ICAI Firm Registration No: 316079E) as the Statutory Auditors of the Company in the 44 th Annual General Meeting for a term of five years from the conclusion of the 44 th Annual General Meeting till the conclusion of 49th Annual General Meeting for the Financial year 202829 be held in the year 2029.

The Auditor's Report on the Financial Statements for the year ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications, disclaimers, or reservations. The notes accompanying the financial statements are comprehensive and selfexplanatory, requiring no additional clarifications. Furthermore, the Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of the Act.

b) SECRETA RIA L A UDfTOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Amarendra Mohapatra & Associates, Practicing Company Secretaries firm (Membership No: 26257, COP NO: 14901) was appointed to conduct secretarial audit for the financial year 202425.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as per SEBI Circular dated 12 th December, 2024 the Board of Directors of the Company subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, the appointment of Mr. Amarendra Mohapatra, Practising Company Secretaries (Membership No. F7649 and COP. 18278), as Secretarial Auditors of the Company for a term of 5 years starting from FY 202526 to 202930. The Company has received a consent letter from Mr. Amarendra Mohapatra, that they are not disqualified and are eligible to hold the office as Auditors of the Company, if appointed.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as AnnexureIII and forms an integral part of this Report. There is no qualification, reservation, adverse remark or disclaimer made by the secretarial auditor in his report. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3)(ca) of the Act.

c) INTERNAL AUDITORS:

The Company has appointed M/s Manas Dash & Co., as the Internal Auditors of the company for the Financial Year 202425. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

Based on the recommendation of Board of Directors from this Financial year the board has appointed M/s. Kalpesh Khatri & Associates as an Internal Auditor of the Company for the financial year 20252026 and 20262027.

32. REPORTING OF FRAUDS BY AUDITORS :

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

33. ACCOUNTING STANDARDS :

The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.

34. ANNUAL RETURN :

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Company's official website

35. CORPORATE GOVERNANCE :

The Company remains steadfast in its commitment to upholding the highest standards of Corporate Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance has been included as part of this Integrated Annual Report as AnnexureI .

Additionally, a certificate issued by Mr. Amarendra Mohapatra, Practising Company Secretaries, Secretarial Auditor of the Company, confirming compliance with the Corporate Governance requirements as prescribed under the Listing Regulations is annexed as Annexure I .

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and is annexed as AnnexureII .

The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3:

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and maintains a zerotolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive AntiHarassment and Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted at the Group level to address and resolve complaints related to sexual harassment in a timely and fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in addressing such concerns and aims to offer guidance and support to employees across all offices of the Company. The policy covers all women employees, including those who are permanent, temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 202425 are as follows:

Sr. No.	Particulars	Complaints
1	Number of complaints at the beginning of the financial year	NIL
2	Number of complaints filed and resolved during the financial year	NIL
3	Number of complaints pending at the end of the financial year	NIL

38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

> Conservation of energy:

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

> Technology absorption:

1. The efforts made towards technology absorption: N.A.

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The details of technology imported: N.A.

The year of import: N.A.

Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

> Foreign Exchange Earnings and Outgo: N.A.

39. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS1) and General Meetings (SS2).

40. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any onetime settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 202425.

43. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of 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 workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code. Declaration of Code of Conduct is annexed as Annexure IV .

44. SHIFTING OF THE REGISTERED OFFICE:

The Members of the Company in the Extraordinary General Meeting held 27 th May, 2024 approved by special resolution to changed the registered office the company from 129B, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Mumbai, Maharashtra, India, 400072 to ' A396/397, TTC Industrial Area, Mahape, Navi Mumbai, Thane 400710 pursuant to the provisions of Section 12(5) and other applicable provisions, if any, of the Companies Act, 2013.

45. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

46. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

47. CAUTIONARY STATEMENT:

Certain statements made in this Report, including those under Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual Report, may constitute ' forwardlooking statements ' as per applicable laws and regulations. These statements reflect the Company's current intentions, expectations,

projections, or forecasts regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes in market conditions, economic developments, or unforeseen circumstances. The Company does not assume any obligation or responsibility for the accuracy or completeness of such forwardlooking statements, which may be subject to revision based on future events, developments, or the availability of new information.

48. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories, auditors, customers, vendors, business associates, suppliers, distributors, and the communities surrounding the Company's operations. The Directors are grateful for their continued support, trust, and confidence in the Compan y's Management.

For and behalf of Board of Directors, RRP Semiconductor Limited (Formerly Known as G D Trading & Agencies Limited)

Sd/

Sd/

Date: 14/08/2025 Place: Mahape, Thane

Ramesh Mishra Director

Manas Palo Managing Director DIN:01933994

DIN:00206671