Directors Report of RRP Semiconductor Ltd.

Mar 31, 2025

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 :

	Standalone
PARTICULARS	2024-25	2023-24
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 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 ;

Sr. No.	Name	Designation	DIN
1)	Mr. Ramesh Chandra Mishra	Non-Executive Non¬ Independent	00206671
2)	Mrs. Sumita Mishra	Non-Executive Non¬ Independent	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) 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:

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 (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

---

Mar 31, 2024

The directors have great pleasure in presenting the 44^th along with Audited Statement of Accounts and the Auditor''s Report of the company for the financial year ended 31st March 2024. The Company sustained a good performance during the FY 2023-24.

The key highlights of the financial performance/losses, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under:

(Amount in Rs. in Lakhs)
Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Total Income	38.00	0.00
Total Expenditure	39.70	7.22
Profit/(loss) before tax	(1.70)	(7.22)
Current Tax	-	-
Deferred Tax	-	-
Profit/(loss) for the year from continuing operations	(1.70)	(7.22)

PERFORMANCE OF THE COMPANY:

The total income for the financial year under review was Rs. 38.00 Lakhs as against NIL income for the previous financial year. The Loss before exceptional items and tax was Rs. 1.70 Lakhs for the financial year under review as against Rs. 7.22 Lakhs for the previous financial year.

Your director has assessed the ongoing financial condition of company and keeping the growth prospect of the business, board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.

AMOUNT TO BE CARRIED TO GENERAL RESERVE:

No amount was transferred to general reserve during FY 2023-24.

STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS:

During the period under review company has expanded the business objectives of trading and post the financial year ended has by passing the special resolution on 27^th May, 2024 to diversify the business activities which were untapped by the company before. The Company ventured into ventured in to new business of Electronics devices and Semiconductor.

The company has changed its name from "G D Trading and Agencies Limited" to "RRP Semiconductor Limited" to properly reflect the object of the company post the financial year.

CHANGE OF MANAGEMENT OF THE COMPANY:

Through an open offer and in compliance with regulation 3 and 4 of SEBI SAST Regulations 2011 the company has changed its management by Ms. Ira Mishra.

Mr. Rajendra Chodankar in the month of April, 2024 through an preferential allotment of Shares decided to change the management of company through an open offer in compliance with regulation 3 and 4 of SEBI SAST Regulations 2011 presently the said open offer is pending before SEBI for disposal.

CHANGE OF REGISTERED OFFICE:

During the year, the Company changed their Registered Office from Indian Mercantile Chambers, 3rd Floor, 14-R, Kamani Marg, Ballard Estate, Mumbai-400001 to Unit-B/ 103-Bldg-''B’ - ANSA Industrial Estate, Andheri (E), Mumbai -400072, Maharashtra within local limits w.e.f. 31/01/2024.

DEPOSITS:

During the year under review, the Company has not accepted any deposits falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder. The requisite return for FY 2022-23 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

The Company has no subsidiary / associate / joint venture companies.

PARTICULARS OF LOANS TAKEN BY THE COMPANY:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 75,00,000 (Rupees Seventy Five Lakhs) and paid up capital of the Company is Rs. 60,00,000/-( Rupees Sixty Lakhs). During the year there was no change in Share capital of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THEDATE OF THE REPORT:

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financialyear and the date of this report.

DETAILS OF CHANGES IN DIRECTORS AND KEYMANAGERIAL PERSONNEL:

Mr. Shekhar Somani earlier Promoter, Chief Financial Officer and Chief Executive Officer of the Company resigned as with effect from 31-01-2024 due to pre-occupation and change of management of the Company.

Mr. Bharat Somani resigned as a Non-Executive Director of the Company with effect from 06-04-2024.

Mr. Sanjay Somani resigned as a Non-Executive Director of the Company with effect from 06-04-2024.

The Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors of the Company. Also, the Board re-constituted its Board on 31^st January 2024.

Name	Designation	Appointment/Cessation/Change in Designation	Date
*Ramesh Chandra Mishra	Director	Appointment (Additional Director)	31/01/2024
*Nitin Arvind Oza	Director	Appointment (Additional Director)	31/01/2024
*Avinash Ramshiromani Tiwari	Director	Appointment (Additional Director)	31/01/2024

*Sanghamitra Sarangi	Director	Appointment (Additional Director)	31/01/2024
Shekhar Somani	CFO & CEO	Cessation	31/01/2024

* Ramesh Chandra Mishra, Nitin Arvind Oza, Avinash Ramshiromani Tiwari and Sanghamitra Sarangi were regularized at Extra Ordinary General Meeting held on 29^th April, 2024. Mr. Sanjay Somani (DIN: 00629858) Non-Executive Independent Director and Mr. Bharat Somani (DIN: 00286793) Non-Executive Director resigned from the post with effect from 06th April, 2024.

**Avinash Ramshiromani Tiwari - Independent Director has resigned as member of the Board with effect from 03^rd July, 2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met Six (6) times during the financial year, the details of which are as given below: The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Sr. No	Date
1	29/05/2023
2	08/08/2023
3	01/09/2023
4	10/11/2023
5	31/01/2024
6	26/03/2024

CORPORATE GOVERNANCE:

The Company need not required to comply with regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 connected with corporate Governance as the criteria as per regulation 15(2) of SEBI LODR, 2015 it was not applicable to the company during the said financial year.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed as Annexure-I here to forming part of this report together with the requisite certificate from Amarendra Mohapatra & associates, Practicing Company Secretary as stipulated under the Listing Regulations.

The company constituted their internal committee(s) for better governance of the Board.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received Declaration of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/ continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of--

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

8. The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 read with applicable rules, provides that independent directors shall hold office for a term up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

9. Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

ANNUAL RETURN:

In terms 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 is available on the website of the Company at www.gdtal.com

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure -II forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments’ affecting the financial position of the Company except there was change of management and acquisition done during the financials years by way of Open offer declared under Regulations 3 & 4 of SEBI (SAST) Regulations, 2011 by Ms. Ira Mishra.

BOARD EVALUATION:

The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

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 Credit Policy, Loan Policy and 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31^st March, 2024, the Board consists of 7 members. Out of which Five Non-executive Independent Directors and Two Nonexecutive Non-Independent Directors.

The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We

affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Four Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Corporate Social Responsibility Committee

DISCLOSURE ON AUDIT COMMITTEE

The Company has a qualified and independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the management’s financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of Financial reporting.

COMPOSITION OF AUDIT COMMITTEE:

The Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013.

Upto 31^st January 2024 the Audit Committee was constituted as under:

Sr. No.	Name of the Director	Designation
1	Mr. Sanjay Somani	Chairman
2	Mr. Bharat Somani	Member
3	Ms. Sejal Yerapale	Member

Post 31^st January 2024 the Audit committee Constituted of :

Sr. No.	Name of the Director	Designation
1	Mr. Nitin Arvind Oza	Chairman
2	Mrs. Sanghamitra Sarangi	Member

3

Mr. Ramesh C Mishra

Member

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration Committee.

The purpose of this Committee of the Board of Directors (''The Board’) shall be to discharge the Board’s responsibilities related to nomination and remuneration of the Company’s Executive/ Non-Executive Directors. The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for executive /non-executive directors.

Composition of nomination and remuneration committee under section 178 of the Companies Act, 2013 is as follows:

Upto 31^st January 2024 the nomination and remuneration committee was constituted as under:

Sr. No.	Name of the Director	Designation
1	Mr. Sanjay Somani	Chairman
2	Mr. Bharat Somani	Member
3	Ms. Sejal Yerapale	Member

Post 31^st January 2024 the nomination and remuneration committee Constituted of

Sr. No.	Name of the Director	Designation
1	Mrs. Sanghamitra Sarangi	Chairman
2	Mr. Nitin Arvind Oza	Member
3	Ms. Sejal Yerapale	Member

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 21 years and below 75 years eligible to

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

DISCLOSURE ON STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has the mandate to review and redress shareholder grievances including complaints related to non-receipt of Securities/ Share certificates, nonreceipt of balance sheet, non-receipt of declared dividends etc.

The committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company’s performance in dealing with investor grievances and its share transfer system.

Composition of stakeholders relationship committee under section 178 of the Companies Act, 2013 is as follows

Upto 31^st January 2024 the stakeholders relationship committee was constituted as under:

Sr. No.	Name of the Director	Designation
1	Mr. Sanjay Somani	Chairman

2	Mr. Bharat Somani	Member
3	Ms. Sejal Yerapale	Member

Post 31^st January 2024 the stakeholders relationship committee Constituted of :

Sr. No.	Name of the Director	Designation
1	Mr. Nitin Arvind Oza	Chairman
2	Mr. Ramesh C Mishra	Member
3	Ms. Sejal Yerapale	Member

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

STATUTORY AUDITORS:

M/s. Maheshwari & Associates, Chartered Accountant (FRN: 311008E) was appointed as Statutory Auditor of the Company on 30th September, 2022 for period of 5 Years i.e. until the Annual General Meeting to be held for the financial year 2026-27.

M/s. Maheshwari & Associates, Chartered Accountant (FRN: 311008E) resigned as statutory Auditor of the Company on 01^st July, 2024 due to their pre-occupation.

The Board at their meeting on 02^nd August, 2024 has suggested the name of Peer review Auditor M/s. PAMS & ASSOCIATES, Chartered Accountant (FRN: 316079E) as the statutory Auditor of the Company. The same will be placed before the members at the forth coming Annual General meeting for the Approval of the members.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

The provision of section 204 read with section 134(3) of the companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has appointed M/s. Amarendra Mohapatra & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the year 2023-2024. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.

The Secretarial Audit report is annexed herewith as Annexure-III to this Board''s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in the Form AOC - 2 Annexed herewith as “Annexure IV” to this Report.

In fact there were no related party transactions except for the Loans given by the Promoter and Promoter Groups to the Company.

HUMAN RESOURCES MANAGEMENT:

The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential. Your director acknowledges and thanks employees for their continued contribution.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013 all companies having net worth of ''500 crore or more'' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during previous financial year are required to constitute an appropriate Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, at least one of whom must be an independent director and such company shall spend at least 2 % of the average net profits of the Company’s three immediately preceding financial year.

The Company presently does not fall with any of the criteria stated herein above. The company has a CSR committee consisting of:

Sr.No.	Name of the Director	Designation
1	Mr. Nitin Arvind Oza	Chairman
2	Ms. Sejal Dattaram Yerapale	Member
3	Mr. Ramesh Chandra Mishra	Member

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However, the company took adequate steps to conserve the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The

Foreign Exchange out go is Nil.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continuous support to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS ONBOARD AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards on Board Meetings and General Meetings issued by theInstitute of Company Secretaries of India.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of Company''s present Business.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is annexed as Annexure-V and forms an integral part of this Report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company''s shares are listed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013,

the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31^st March 2024 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

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

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

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Mar 31, 2014

Dear members,

The Directors have the pleasure in submitting before you the Thirty Fourth Annual Report with the Audited Balance Sheet and Profit & Loss account for the period ended on 31ST MARCH 2014.

1. BUSINESS:

The Company is in the business of trading of Shares & Securities.

2. FINANCIAL RESULTS

Particulars Year ended on Year ended on 31st March, 2014 31st March, 2013

Profit & Loss before Depreciation 2,5l2 1,603

Less: Depreciation - -

Profit before Tax (Current & Deferred) 2,512 1,603

Provision for Taxation

Income Tax paid for earlier year - 9430

Profit after Tax c/f to next year 2,512 (7,827)

3. DIVIDEND:

Your directors do not recommend any dividend for the year.

4. PARTICULARS OF EMPLOYEES:

There is no employees drawing remuneration exceeding the limits laid down in sub - section (2A) of section 217 of the Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975, such particulars are not given.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act,1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

i. That in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the accounts for the financial year ended 31ST MARCH 2014 on a ''going concern'' basis.

6. Remarks of the Auditors

As regards remark of the auditors the same is self explanatory and do not call further clarification.

7. Director: Shri Sanjay Somani the director of the Company retires by rotation but being eligible offers himself for reappointment.

7. AUDITORS:

The Auditors of the Company,M/S. J.K.Lahoti, Chartered Accountants, retire at the ensuing meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

8. ADDITIONAL INFORMATION:

Additional information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is given in Annexure-A to this report.

9. ACKNOWLEDGMENT:

Your Directors take this opportunity tD thank you all.

For and on behalf of the Board of Directors



Shekhar Somani Sanjay Somani Director Director DIN: 01912848 DIN: 00629853 Mumbai :22nd May 2014

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Mar 31, 2011

The Directors have pleasure in presenting the Thirty first Annual Report together with Audited Accounts for the year 2010-2011 - i.e. from 1st. April 2010 to 31st March, 2011

I. FINANCIAL RESULTS :

The summarized results of the year's working are as under :-

Current Year Previous Year 2010-11 2009-10

Net Profit / (Loss)before Taxation 551 4701

Less: Provision for taxation 0 200

Profit/(Loss) after taxation 551 4501

T.D.S. Adjustment 0 0

Add: Surplus(Deficit) C/F from previous year (27,16,390) (27,20,891)

Profit(Loss) available for appropriation (27,15,839) (27,16,390)

Less: Proposed Dividend 0 0

Corporate Tax on Proposed Dividend 0 0

Balance carried to Balance Sheet (27,15,839) (27,16,390)

The working results for the year under review, resulted a Profit of Rs. 551/- The directors do not recommend any payment of dividend.

II. DIRECTORS:

We regret to inform you that our founder and Chairman of the Company Shri Nandkumar Somani has left for heavenly abode. The Board pray to Almighty let his soul rest in peace and give the strength to his family members.

Shri Sanjay Somani has been appointed as an Additional Director and he hold office up to this date of Annual General Meeting for which a notice has been received from one of the members of the Company signifying his intention to propose him as a candidate for the office of Director

Shri Shekahr Somani, a Director of the Company retire by rotation and being eligible, offers himself for re-appointment.

I. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, the Directors confirm: That

i) in the preparation of the annual accounts, the applicable Accounting Standard have been followed with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected applied consistently, and have made judgment and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company for the year under review;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company & detecting fraud & other irregularities;

iv) the annual accounts have been prepared on a going concern basis. Auditors' Remark: _As regards the remark made by the auditor the same is self explanatory and do not call any further comments.

IV. AUDITORS:

M/s. J.K. Lahoti & Company, the auditors of the company, retire at the forthcoming Annual General Meeting. They are available for re-appointment for a fresh term. Your Directors recommend their reappointment as auditors of the Company.

V. PARTICULARS OF EMPLOYEES:

There is no employee employed by the Company for the whole year or part of the year who was in receipt of remuneration in excess of limits provided u/s. 217 (2A) of the Companies Act, 1956 read with the companies (particulars of Employees) Rules, 1975.

BY ORDER OF THE BOARD

Director Director

Place: Mumbai

Date: 02/09/2011

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with Audited Accounts for the year 2008-2009 - i.e. from 1st April 2008 to 3 1st March, 2009

I FLNANCIAL RESULTS :

The summarized results of the years wording are as under :-

Current Year Previous Year 2008-09 2007-08 Net Profit / (Loss)before Taxation (124349) 8588 Less: Provision for taxation 0 0 Profit/(Loss) after taxation (124349> 8588 T.D.S. Adjustment 0 0 Add Surplus(Deficit) C/F from previous yrs (25.96,542) (26,05,130) Profit/(Loss) available for appropriation (27,20,891) (25,96,542) Less: Proposed Dividend 0 0 Corporate Tax on Proposed Dividend 0 0 Balance carried to Balance Sheet . (28.13,522) (25,96.542)

The working results for the year under review, resulted a Loss of Rs 216980/- which is due to fall in market price of the shares. In view of the loss the Directors do not recommend any payment of dividend

II DIRECTORS:

Shri Shekhai Somani, a Director of the Company retire by rotation and being eligible. offers himself for re-appointment.

I DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to Section 217 (2AA) of the Companies Act, the Directors confirm: That

i) in the preparation of the annual accounts, the applicable Accounting Standard have been followed with proper explanation relating to material departures,

ii) appropriate accounting policies have been selected applied consistently, and have made judgement and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company for the year under review;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company & detecting fraud & other irregularities;

iv) the annual accounts have been prepared on a going concern basis

Auditors Remark:

As regards the remark made by the auditor the same is self explanatory and do not call

any further comments.

IV. AUDITORS:

M/s JK Lahoti & Company, the auditors of the company, retire at the forthcoming Annual General Meeting They are available for re-appointment for a fresh term. Your Directors recommend their reappointment as auditors of the Company.

V PARTICULARS OF EMPLOYEES:

There is no employee employed by the Company for the whole year or par; of the year who was in receipt of remuneration in excess of limits provided u/s. (2A) of the Commets Act. 1956 read with the companies (particulars of Employees) Rules. 1975

BY ORDER OF THE ROARD Director Place Mumbai Date : June 2009