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 :

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 2024-25.

5. INCREASE IN ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL :

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 & Non-promoter of the company and received
In-principal 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BSE during the year under consideration has withdrawn the Listing permission of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 & Non-promoter 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 Extra¬
ordinary 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 well-balanced 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 Non-Executive 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 decision-making 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 Non-Executive Non-Independent Directors and Three are Non-Executive
Independent Directors (including one Independent Woman Director)

Change in Directorship during the year:

During the Financial Year 2024-25, the following changes took place in the composition
of Board of Directors of the company;

• Appointment:

During the year under review Mr. Rajendra Chodankar (DIN:00665008) was appointed
on 23^rd April, 2024 as an Additional Director (Non-Executive) and regularised/appointed
in the Extra-ordinary 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 (Non-Executive Non-Independent)
w.e.f. 31^st January, 2024 and regularised/appointed in the Extra-ordinary 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 Non-Executive
Director w.e.f. 26^th July, 2024 due to pre-engagement.

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 Non¬
Independent) 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 01¬
07-2025 to 30-06-2028 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 ;

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) Non-Executive Non¬
Independent Director being longest in the office is liable to retire by rotation at the
ensuing Annual General Meeting (“AGM”) and being eligible, has sought re-appointment.

Based on recommendation of the Nomination and Remuneration Committee, the Board
of Directors has recommended their re-appointment 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. ACS-75733) 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 www.gdtal.com

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 group-level 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 2024-25)
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 2025-26) .

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

The HR function is strategically integrated with the Company's long-term 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
skill-building, leadership development, and cross-functional exposure, ensuring
employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee well¬
being and work-life 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
long-term, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also
organized various interactive sessions and team-building activities, which encouraged
open communication, collaboration, and relationship-building 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
high-caliber 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 performance-driven
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 Company www.gdtal.com

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
www.gdtal.com.

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 un-precedented
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 well-documented
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. Follow-up 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 at www.gdtal.com

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's-length 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 AOC-2 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 2024-25 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 2024-25 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 sub-judice.

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
well-being across the organization. The Company organizes routine fire safety drills, along
with periodic health check-ups for both permanent and contractual employees, ensuring

proactive care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of
continuous improvement. Accordingly, it has outlined future plans aimed at further
enhancing the overall workforce well-being, promoting a proactive approach to health and
safety, and embedding a strong safety-first 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 people-centric 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 www.gdtal.com

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 2028-29 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
self-explanatory, 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 2024-25.

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 2025-26 to 2029-30. 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
Annexure-III 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 2024-25. 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 2025-2026 and 2026-2027.

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 www.gdtal.com

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 Annexure-I.

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 Annexure-II.

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 zero-tolerance 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 Anti-Harassment 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 2024-25 are as follows:

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 (SS-1) and General
Meetings (SS-2).

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 one-time 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 one-time 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 2024-25.

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 Extra-ordinary General Meeting held 27^th May, 2024
approved by special resolution to changed the registered office the company from 129-B,
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 sub-section (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 “forward-looking 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 forward-looking 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/-

Ramesh Mishra Manas Palo

Date: 14/08/2025 Director Managing Director

Place: Mahape, Thane DIN:00206671 DIN: 01933994