RRP Semiconductor Ltd

To,

The Members of RRP Semiconductor Limited

(Formerly known as G D Trading and Agency Limited)

Your 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:

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.

DIVIDEND:

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 depositsas of date.

SUBSIDIARY / ASSOCIATE / JOINT VENTURECOMPANIES:

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.

* 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.

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 director being evaluated.

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 Non-executive 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:

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

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:

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

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 become Independent Director (ID); 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, non-receipt 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:

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

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:

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 the Institute 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.