Euro Asia Exports Ltd Directors Report

To,

The Members, RRP Defense Limited

Formerly known as Euro Asia Exports Limited

Your directors are pleased to present their 44th Annual Report on the Business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1) FINANCIAL HIGHLIGHTS:

Particulars (in thousands)	F.Y. 20242025	F.Y. 20232024
Revenue from operations	1,04,474.52	1,25,078.79
Less: Total Expenses	88,711.55	1,24,693.32
Less: Exceptional Items
Profit / (Loss) Before Tax	15,813.23	388.38
Less: Current Tax/Provision for Tax	4,390.00	152.99
Profit / (Loss) After Tax	11,423.23	235.39

2) PERFORMANCE HIGHLIGHTS:

During the year under review the Company has total income of INR 1,04,474.52 thousand as against the previous year turnover of INR 1,25,078.79 thousand. The Board takes note of the decrease in revenue and continues to monitor the Companys operations and financial performance closely, with a focus on improving efficiency and exploring growth opportunities in the upcoming year.

3) DIVIDEND

During the financial year under review, the Board has not recommended any dividend.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every financial year) are required to formulate a Dividend Distribution Policy, which must be disclosed on the website of the listed entity, along with a web link provided in their Annual Reports. This requirement is not applicable to the Company, as it does not fall within the list of top 1000 listed companies based on market capitalization as on March 31, 2025, as per the data provided by Bombay Stock Exchange.

4) STATEMENT OF DEVIATION OR VARIATION

During the financial year ended March 31, 2025, the Company proposed the issuance of 14,150,000 equity shares on a preferential basis, with the Extraordinary General Meeting held on February 24, 2025, and inprincipal approval received on April 3, 2025. However, the approval for this issue received after the yearend, there were no proceeds raised during the reporting period, rendering the Statement of Deviation or Variation under Regulation 32 of SEBI (LODR) inapplicable. Since the funds were not raised until after

March 31, 2025, there is no requirement for such a statement in the Annual Report for the year under review.

5) BUYBACK OF SHARES

During the financial year under review no shares were bought back by the Company.

6) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIM ED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

7) EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company does not have any Employee Stock Option Scheme (ESOP).

8) HUMAN RESOURCES

The Companys employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving longterm success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure A.

9) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor

Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid Dividend account shall be transferred by the company to the Investor Education and

Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be paid and required to be paid and required to be transferred to the IEPF by the Company during the year under review.

10) CAPITAL STRUCTURE:

i. Authorised Share Capital

During the period under review, the Authorised Share Capital of the Company has been increased to INR 16,50,00,000 (Indian Rupees Sixteen Crore Fifty Lakhs Only) divided into 1,65,00,000 One Crore SixtyFive Lakh Equity Shares having face value of INR 10/ (Indian Rupees Ten) Each.

ii. Issued, subscribed and paidup share capital

The issued share capital of the Company as on financial year ended on March 31, 2025 is INR 1,56,88,000/ (Indian Rupees One Crore FiftySix Lakhs EightyEight Thousand only) divided into 15,68,800/ (Fifteen Lakhs SixtyEight Thousand Eight Hundred) Equity shares of 10 each.

The subscribed and paid capital of the Company as on financial year ended on March 31, 2025 is INR 1,56,88,000/ (Indian Rupees One Crore FiftySix Lakhs EightyEight Thousand only).

.

iii. Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv.Listing on Stock Exchanges

The Equity Shares are listed on BSE Limited ("BSE"). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

11) AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

During the current year, the company has transferred INR 11423.23/ thousand into the General Reserve of the Company as on 31^st March 2025.

12) CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

13) RISK MANAGEMENT POLICY

Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the company does not fall under List of Top 1000 Companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a welldefined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment procedures and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

14) VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices.

In pursuit of this commitment, a Vigil Mechanism and Whistle Blower Policy ("the Policy") has been established in accordance with the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a secure and confidential channel for employees, directors, and stakeholders to report any suspected misconduct, unethical behavior, fraud, or violations of the Companys Code of Conduct for employees without fear of retaliation.

It also ensures direct access to the Chairperson of the Audit Committee, reinforcing independence and oversight.

Employees and other stakeholders are encouraged to report actual or suspected reportable matters as per the Policy. All reportable matters are objectively reviewed and investigated by an independent investigation team. Outcomes and actions taken are reported to the whistleblower committee and Audit Committee on a periodic basis.

The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee under this Policy.

During the financial year under review, no reportable matters were investigated.

15)DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a zerotolerance on sexual harassment and is committed to fostering a safe, respectful, and inclusive workplace for all. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its associated Rules, the Company has adopted a comprehensive

Prevention of sexual harassment ("POSH") Policy.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community.

An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year	Nil
b. Number of Complaints disposed off during the year	Nil
c. Number of cases pending for more than ninety days	Nil

16) SUBSIDIARY(IES) AND ASSOCIATE COMPANY(IES)

During the year under review, the company is not having any Subsidiary, Associates and Joint Ventures

17) CREDIT RATING

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken

18) CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company, however before the signing of the report company has altered its main object by inserting new clauses.

19) DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

20) DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

i. Appointment / reappointment or resignation of director(s)

As on the end of the financial year March 31, 2025 your company has the following Directors on its Board:

S.NO. NAME	DESIGNATION	DIN	DATE OF APPOINTMENT
1 Rajendra Kamalakant Chodankar	Managing Director	00665008	27022025
2 Raunaq Rajendra Chodankar	Wholetime Director	08054601	27022025
3 Piyush Garg	Independent Director	01144996	27022025
4 Amit Kirti Nagda	Independent Director	10954045	27022025
5 Riddhita Ramnaresh Agrawal	Independent Director	10954023	27022025
6 Venkateswara Gowtama Mannava	NonExecutive Director	07628039	18012025

Further the following changes took place during the year under review:

1. Mr. Rakesh Kumar Singhal (DIN: 06595136), has resigned from the post of Managing Director, w.e.f. 27.02.2025;

2. Ms. Shweta Gupta (DIN: 06557885), resigned from the position of NonExecutive Independent Director w.e.f. 28.02.2025;

3. Ms. Gagan Goel (DIN: 07166489), resigned from position of Executive Director w.e.f. 28.02.2025;

4. Mr. Mukund Murari (DIN: 08606277), resigned from the position of NonExecutive Independent Director w.e.f. 28.02.2025, and

5. Ms. Shivani Singh (DIN: 08270642), resigned from the position of NonExecutive Independent Director w.e.f. 28.02.2025.

ii. Appointment or resignation of KMP

During the financial year under review, Ms. Priyanka Sharma (appointed on 28.05.2024) has resigned from the post of Company Secretary and Compliance Officer w.e.f. 27.03.2025.

On 01.04.2025, Ms. Divya Shekhawat has been appointed as Company Secretary and Compliance Officer of the Company.

Further, Mr. Ekansh Bansal tender his resignation from the post of Chief Financial Officer w.e.f. 28.02.2025.

iii. Declarations from Independent Director(s)

As on financial year ended on March 31, 2025, Independent Directors have confirmed that:

they meet the criteria of Independence laid down under the Act and SEBI Listing Regulations;

they have complied with the code for Independent Directors prescribed under Schedule IV to the Act;

they have registered themselves with the Independent Directors databank maintained by the Indian

Institute of Corporate Affairs;

they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; they have not been associated with any material supplier, service provider, or customer of the Company;

they have not been partner, proprietor, or employee of the Companys Statutory Audit firm during the preceding Financial Year; they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and

apart from receiving Directors remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding Financial Years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its Subsidiaries, or Associate Companies during the preceding Financial Year.

Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

iv. Companys policy on Directors appointment and remuneration including criteria for determining qualifications positive attributes, independence of a director and other matters

The Nomination and Remuneration Policy ("NRC Policy") has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Companys Directors and senior management personnel of the

Company. The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving longterm growth and success of the Company.

During the financial year under review, there were no changes made to the NRC Policy. The NRC Policy can be accessed at www.euroasiaexportsltd.com.

Information regarding the composition of the Board and its committees, and other relevant disclosures is available in the Corporate Governance Report, which forms a part of this Annual Report.

v. Familiarization Programme for Independent Directors:

The Familiarization programs aim to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Secretarial Standards, nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time.

The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Companys management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the Industry in which it operates.

The details of familiarization programme undertaken have been uploaded on the Companys website at www.euroasiaexportsltd.com.

21) BOARD MEETINGS

During the Financial Year under review, 10 (Ten) meetings of the Board of Directors were held. The dates on which the said meetings were held:

i) 28.05.2024	vi) 18.01.2025
ii) 13.08.2024	vii) 25.01.2025
iii) 02.09.2024	viii) 10.02.2025
iv) 25.09.2024	ix) 27.02.2025
v) 13.11.2024	x) 25.03.2025

 

S. No. Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1 Rajendra Kamalakant	Managing Director	1	1	1
Chodankar
2 Raunaq Rajendra	Wholetime Director	1	1	1
Chodankar
3 Piyush Garg	Independent Director	1	1	1
4 Amit Kirti Nagda	Independent Director	1	1	1
5 Riddhita Ramnaresh	Independent Director	1	1	1
Agrawal
6 Venkateswara Gowtama	NonExecutive Director	4	4	4
Mannava

22) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Thursday, 6^th March, 2025 at the registered office of the Company.

23) PERFORMANCE EVALUATION OF BOARD

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors, including independent directors.

The Nomination and Remuneration Committee ("NRC"), in consultation with the Board, defined the evaluation framework and criteria, which focus on both qualitative and quantitative aspects of governance. Key parameters used in the evaluation included:

Composition and diversity of the Board and its committees;

Clarity of roles and responsibilities;

Quality, timeliness, and adequacy of information shared with the Board;

Effectiveness of the Boards decisionmaking processes and strategic inputs;

Performance of the Chairperson in leading the Board;

Active participation and contribution of individual directors;

Functioning of committees in discharging their responsibilities effectively; and

Compliance with applicable regulatory requirements.

In compliance with Section 149(8) of the Act read with Schedule IV and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of independent directors was carried out. This evaluation was based on parameters laid out by the NRC in line with the Companys policy for evaluation of the performance of the board of directors, which is available on the Companys website and can be accessed at www.euroasiaexportsltd.com

24) NONEXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the

Company which, in the judgment of the Board, may affect their independence.

25) COMMITTEES OF THE BOARD

As on the financial year ended March 31, 2025, the Board has three (3) committees constituted in compliance with the applicable provisions of the Act and SEBI Listing Regulations, as given below:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholder Relationship Committee;

Audit Committee:

The Audit Committee of the Company is constituted/reconstituted in line with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit

Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table:

S.No. Name	Designation
1. Mr. Piyush Garg	Chairman
2. Mr. Rajendra Kamalakant Chodankar	Member
3. Ms. Riddhita Ramnaresh Agrawal	Member
4. Ms. Shweta Gupta (Till 27.02.2025)	Member
5. Ms. Mukund Murari (Till 27.02.2025)	Member
6. Ms. Shivani Sanghi (Till 27.02.2025)	Member

During the Year under review 05 (Five) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

a. 28.05.2024 b. 13.08.2024 c. 25.09.2024 d. 13.11.2024 e. 25.03.2025

S.No. Name of the Members	Designation	No. of Audit Committee Meetings attended during the year*
1. Mr. Piyush Garg	Chairman and Independent	1
	Director
2. Mr. Rajendra Kamalakant	Managing Director	1
Chodankar
3. Ms. Riddhita Ramnaresh	Independent Director	1
Agrawal
4. Ms. Shweta Gupta (Till	Independent Director	3
27.02.2025)
5. Ms. Mukund Murari (Till	Independent Director	3
27.02.2025)
6. Ms. Shivani Sanghi (Till	Independent Director	3
27.02.2025)

*The Composition of the Audit Committee has been duly reconstituted in the Board Meeting held on 27.02.2025 due to change in management.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The details of the composition of the Committee are set out in the following table:

S. No. Name	Status	Designation
1. Mr. Piyush Garg	Independent Director	Chairman
2. Mr. Amit Kirti Nagda	Independent Director	Member
3. Ms. Riddhita Ramnaresh	Independent Director	Member
Agrawal
4. Shweta Gupta	Independent Director	Member
(till 27.02.2025)
5. Mukund Murari	Independent Director	Member
(till 27.02.2025)
6. Shivani Sanghi	Independent Director	Member
(till 27.02.2025)

During the Financial Year under review 03 (Three) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held are as follows:

a) 28.05.2024 b) 18.01.2025 c) 27.02.2025

During the period under review, due to change in the existing management of the Company the composition of the committee has been reconstituted in the Board Meeting held on 27.02.2025.

Stakeholders Relationship Committee:

The Board has renamed the ‘Shareholders / Investors Grievance Committee of the company with ‘Stakeholders Relationship Committee as required under Companies Act, 2013. The Board had delegated the power to consider and resolve grievance of security holders of the company to Stakeholders Relationship committee

S. No. Name	Status	Designation
1. Mr. Piyush Garg	Independent	Chairman
	Director
2. Mr. Amit Kirti Nagda	Independent	Member
	Director
3. Ms. Riddhita Ramnaresh Agrawal	Independent	Member
	Director
4. Shweta Gupta (till 27.02.2025)	Independent	Member
	Director
I 5. Mukund Murari (till 27.02.2025)	Independent	Member
n	Director
6. Shivani Sanghi (till 27.02.2025)	Independent	Member
c	Director

mpliance with the SEBI guidelines the Company has appointed M/s. Skyline Financial Services Private Limited as RTA (Registered Transfer Agent) to look after the share transfer, transmission, transposition issuance of duplicate share certificate, share dematerialization/rematerialization etc. independently under the supervision and control of the Stakeholders Relationship committee.

Meeting & Attendance

At present the Stakeholders Relationship Committee of the company comprises of the following members who are Directors of the company and Dates of Meeting as follows:

S. No. Dates of Meeting	Directors Present in the Meeting
1. 13.11.2024	3

26) AUDITORS AND AUDITORS REPORTS

i) Statutory Auditors

During the period M/s A Sachdev & Co, (FRN 001307C) Chartered Accountant resigned as Statutory Auditor of the Company and M/s. A Arora & Co., Chartered Accountants, (FRN: 023066N), was appointed on 13.08.2024.

M/s. A Arora & Co., Chartered Accountants, (FRN: 023066N) was also resigned as the Statutory Auditors of the Company with effect from June 06, 2025.

The Board of Directors, at its meeting held on 06.06.2025 approved the appointment of M/s. TDK & Company, Chartered Accountants (FRN: 109804W) Statutory Auditors in casual vacancy of the Company for the financial year 2024 2025.

Statutory Auditors Report

The Statutory Auditor Report for the financial year ended 31^st March, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Consolidated Financial Statements

In accordance with the Section 129(3) of the Companies Act, 2013, the Audited Consolidated Financial Statements are provided in the Annual Report is Not Applicable.

iii) Secretarial Auditors

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s. JRP & Associates, Practicing Company Secretary, were appointed to undertake the Secretarial Audit of the Company for the year 202425.

The Secretarial Audit Report for the year 202425 is annexed as "Annexure B" and forms part of this Report.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has submitted the Annual Secretarial Compliance Report with BSE in compliance of Regulation 24A of the SEBI Listing Regulations.

The Board recommends to appoint M/s. Amit Saxena and Associates, Company Secretaries, a peerreviewed firm as Secretarial Auditors of the Company for a period of five years from Financial Year 20252026 to 20292030 subject to the Shareholders approval at the ensuing

44^th AGM.

iv) Internal Auditor

During the period under review, M/s G Akash & Associates, Chartered Accountant was appointed as the Internal Auditor of the Company in compliance with Section 138 of the Act.

In this role, they were entrusted with overseeing the internal audit function across business processes, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Companys systems and processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on a quarterly basis.

v) Cost Auditor

During the Financial Year 20242025, your Company is not required to maintain cost records.

27) INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Internal financial controls are an integral part of the Companys risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business.

This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Companys business.

Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and selfassessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and (c) Independent design and operational testing by the Statutory and Secretarial Auditors.

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

28) DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured returntowork programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better worklife balance.

29) PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised

Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code").

The Code is applicable to all Directors, Designated persons and connected persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a code of practices and procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Companys website at: www.euroasiaexportsltd.com

30) STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

31) CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the CEO and CFO are required to provide a Compliance Certificate as per Part B of Schedule II. However, during the period under review the CFO of the Company has tendered his resignation w.e.f. 28.02.2025.

32) DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS

AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS

CODE OF CONDUCT

The Code of conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at www.euroasiaexportsltd.com

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, a confirmation from the Managing Director regarding compliance with the code by all the Directors and senior management of the Company is annexed in "AnnexureC"

33) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "AnnexureD".

34) STATUTORY DISCLOSURES

i. Details in respect of frauds reported by auditors

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. TDK & Co, Chartered Accountants, Statutory Auditors and M/s. JRP and Associates, Company Secretaries, Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee. ii. Requirements for maintenance of cost records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. Annual Return

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at www.euroasiaexportsltd.com

iv. Material changes and commitments, if any, affecting the financial position of the

Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

After the closure of the financial year, the Company has altered its object clause and involved in the business of manufacture, operations, repair, renting services and training of all type of Drones.

Also, the Company has changed its name from "Euro Asia Exports Limited" to "RRP Defense Limited"

v. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

vi. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report is set out as a separate section under this Annual Report.

vii. Business Responsibility and Sustainability Report ("BRSR")

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the top 1000 listed companies based on market capitalization (as on March 31 of the preceding financial year) are required to submit a Business Responsibility and Sustainability Report (BRSR) in the format prescribed by SEBI Circular No. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated May 10, 2021, with effect from the financial year 2022 23.

However, the Company does not fall within the top 1,000 listed entities based on market capitalization as per the list published by BSE as on March 31, 2025, and accordingly, the requirement to submit the BRSR for the financial year 2024 25 is not applicable to the

Company.

viii. Corporate Governance Report

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of subregulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

ix. Transactions with related parties

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arms length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC2 in terms of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

xi. Particulars of loans, advances, guarantees and investments

Details of loans and advances given, investments made or guarantees given or security provided as per the relevant provisions of Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

xii. Details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/ by the Company during the period under review.

22 xiii. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard1 and Secretarial Standard2 issued by the Institute of

Company Secretaries of India and notified by the Ministry of Corporate Affairs ("MCA").

xiv. Revision of Financial statements and Board Report

During the financial year under review, there were no revisions in the financial statements and Board Report of the Company.

xv. Utilisation of proceeds of QIP

During the financial year under review, no securities were issued through QIP.

xvi. Valuation done at the time of one time settlement

During the financial year under review, disclosure with respect to the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable.

35) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:

In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

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

The directors have prepared the annual accounts on a going concern basis;

The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

36) CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forwardlooking within the meaning of applicable securities law and regulations while actual outcomes may differ materially from what is expressed herein.

The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply of Companys product and services, Changes in Government regulations, tax laws, forex volatility etc.

37) OPEN OFFER DISCLOSURE

During the financial year under review, an open offer was triggered pursuant to acquisition of equity shares/voting rights by Mr. Rajendra Kamalakant Chodankar. In compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, a Public Announcement was made on 25.01.2025 and the Letter of Offer was filed with SEBI and the Stock Exchanges.

38) ACKNOWLEDGMENTS

The Board would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners and all other business associates for their continuous support to the Company and their confidence in its management. We look forward to their continuous support in the future.

By order of the Board For RRP Defense Limited Formerly known as Euro Asia Exports Limited

Sd/ Rajendra Kamalakant Chodankar Managing Director DIN: 00665008 Date: 06th September, 2025 Place: Delhi