G D Trading & Agencies Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Company mainly trading into electornic parts to supply specified clients. Now considering the need and demand in Indian semiconductor industry decided to carryout business activities in Indian semiconductor sector.

The Indian semiconductor industry has been experiencing significant growth and development in recent years. It plays a crucial role in the countrys electronics manufacturing sector and contributes to the advancement of various hightech industries. Overall, the Indian semiconductor industry is experiencing growth and transformation, driven by increasing domestic demand, government initiatives, and a focus on design and R&D. With continued support and investment, the industry is expected to contribute significantly to Indias electronics manufacturing capabilities and emerge as a global player in the semiconductor sector.

OPPORTUNITIES AND THREATS:

Due to stiff competitions in the finance field where the companys activities are cantered in, the overall margins are always under pressure, but maintainable, with the constant effort and good services rendered by the company.

The Indian semiconductor businesses will give good returns in the days to come along with the trading line of activities.

There is industrial growth expected to increase new opportunities in personal finance and there is favourable Govt. policies and that shall help the Company to start/ expand in near future.

A small change in the focus of a large competitor might wipe out any market position we achieve. Through highly prevailing in the market remains the main risk faced by the company for investment activity.

In the current financial Year 202425, the company has changed its main object and ventured in to new business of Electronics devices and Semiconductor. The Company is anticipating huge business opportunities considering growing demand of Electronics devices and Chips, and

incentive and subsidy benefits (PLI Scheme of Government) provided by State and central government for the business.

The semiconductor industry faces several threats that can impact its operations and growth. Here are some significant threats faced by the semiconductor industry:

Supply Chain Disruptions: The semiconductor industry relies on complex global supply chains, and disruptions at any stage can have severe consequences. Events like natural disasters, geopolitical tensions, trade disputes, or pandemics can lead to supply chain interruptions, component shortages, and production delays. Technological cost and its Obsolescence: The rapid pace of technological advancements in the semiconductor industry means that products and technologies can quickly become outdated. Companies must continually invest in research and development (R&D) to stay competitive and ensure their offerings remain relevant in the market. Failure to do so can lead to the risk of being left behind.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The Company has changed its main object in current financial year 202425 and started new business and doing well, and looking forward for growth in the future in trading activities.

OUTLOOK:

While economy recovery is expected in 2024, and if some of the forecasts hold true, India will become the fastest growing large economy of the world in the coming years. Government initiatives such as Make in India coupled with the new governance regime will boost confidence of global investors and act as a catalyst for overall growth of the industry. The growth momentum in India is expected to be driven by focused spending on development projects in the form of increased public spending on infrastructure development. This will become the engine for driving several sectors of economy and lead increased industrial activity. A continuously moderating inflation and a growth driving monetary policy coupled with improved purchasing power of an increasing middle class will further aid revival of domestic demand in turn leading to growth. Your companys ability to work closely with customers will enable it to counter threats from competition as well as strengthen the ability to create value proposition for customers. Further, the foreign source and several of them making India their sourcing hubs, overall growth prospects of the industry looks better.

RISKS AND CONCERNS

In semiconductor industry there is risk of supply chain disruption of recent years and current political and economic uncertainty. The semiconductor industry is influenced by global

economic conditions. Periods of economic downturns, recessions, or fluctuations in consumer demand can impact semiconductor sales and revenue. Companies need to be prepared to navigate through economic uncertainties and adapt their strategies accordingly. The semiconductor industry requires highly skilled professionals, including engineers, researchers, and technicians. However, there is a shortage of talent with the necessary expertise in certain regions. This scarcity can impede technological advancements and innovation in the industry.

The Financial need of the company in Indian semiconductor industry trading activities and FAB center is huge and company may face a lot of challenges in this regard.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has a proper and adequate system of internal control to ensure that all the assets are safeguarded, protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. The internal audit reports are reviewed for corrective actions wherever required. The views of statutory auditors are also considered to ascertain the adequacy of internal control system.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

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

The financial summary for year ended is as follows:

	For the current year ended 31st March, 2024	For the previous year ended 31st March, 2023
Revenue from operations	3,159.14	38.00
Other Income	35.98	0.00
Total Income	3195.13	38.00
Expenditure	2,048.76	39.70
Profit / (Loss) for the year Before Tax	1,146.37	(1.70)
Less: Provision for Taxation	300.00	0.00
Net Profit/(Loss) After tax	846.37	(1.70)

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED:

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. Considering commencement of new business the Company need/ hire highly skilled employees & professionals, including engineers, researchers, and technicians etc.

KEY FINANCIAL RATIO

Please refer notes of financial statement for the year ended 31.03.2025 for Key Financial Ratio.

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

The net worth of the Company is Rs. 1690.51 lakh against Rs. (778.73) Lakh in last year in the company.

For and on behalf of the Board RRP SEMICONDUCTOR LIMITED (Formerly Known as G D Trading & Agencies Limited)

Sd/

Place: Mahape, Thane Ramesh Chandra Mishra

Date: 14/08/2025 Director

DIN: 00206671

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 st MARCH 2025

Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

RRP Semiconductor Limited

(Formerly Known as G. D. Trading and Agencies Limited) A396/397, TTC Industrial Area, Mahape, Thane, Maharashtra, India, 400710.

We have conducted the secretarial audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. RRP Semiconductor Limited (Formerly Known as G. D. Trading and Agencies Limited) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed website and other records made available to us and maintained by the Company for the Financial Year ended on March 31, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws Framed thereunder

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations,2011 and amendments from time to time;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 and amendments from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;and (Not applicable to the Company during the audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)

(vi) In our opinion and as identified as informed by the management, the Company has

adequate systems to monitor and ensure compliance (including the process of renewal

/fresh/pending applications with government authorities), the following laws are

specifically applicable to the company.

1. The Information Technology Act, 2000 and the rules made thereunder.

2. Software Technology Parks of India rules and regulations.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments from time to time.

We have also reviewed the compliances of the following:

i) Address other than registered office at which the books of accounts maintained.

ii) Remote evoting of the company in a fair and transparent manner.

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following

observations:

1. The Company has complied with the 100% promoters holding in the demat form.

2. Filing of various forms and returns with Registrar of Companies in the prescribed time or within the extended time with payment of additional fees under Companies Act, 2013.

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

4. During the year under review, the Company received the Show Cause Notice (SCN) from BSE dated 5th February, 2025 and in order the BSE has decided to withdraw the approvals granted for Preferential issue of 1,35,25000 Equity shares of Rs 10/ in Extraordinary General Meeting dated 27th May, 2025 due to debarment under regulation 34 of SEBI (Delisting of Equity Shares) Regulations, 2021 and further the company is taking appropriate legal action against the said order before SAT.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision was carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit period following events have occurred, which has major bearing on the Companys affairs:

1. Adoption of Memorandum of Association as per Companies Act, 2013

2. Adoption of Articles of Association as per Companies Act, 2013

3. Alteration in object clause of Memorandum of Association

4. Make Loans or Investment(s) or provide security and guarantee in excess of the prescribed limits under Section 186 of the Companies Act, 2013;

5. Increase in Borrowing limit and creation of Security on the assets of the Company under Section 180 of the Companies Act, 2013;

6. Conversion of loan into subscription of equity shares of the company of Loan received from

Director;

7. Company has changed its name 2024 from G D Trading & Agencies Limited to RRP Semiconductor Limited to reflect the main business activities of the Company;

8. Company has changed its registered office from 129B, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Mumbai, Maharashtra, India, 400072 to A396/397, TTC Industrial Area, Mahape, Navi Mumbai, Thane 400710

9. Company has issued and allot 1,35,25,000 equity shares of face value of Rs. 10/ each to Promoter & Nonpromoter of the company through Preferential issue

10. Company has expanded and enlarged the objective of Preferential issue

For M/s. Amarendra Mohapatra & Associates

Company Secretaries

Sd/

Amarendra Mohapatra Proprietor M. No.: A26257 C P No.: 14901 PR No. 1880/2022 UDIN:A026257G000515119

Date: 30/05/2025 Place: Bhubaneshwar

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

CHARTERED ACCOUNTANTS

Head Office :Plot No: 506, Unit — IX, Bhoi Nagar, Behind Baya Baba Math, Bhubaneswar — 751022 Telephone No : 0674 2543828 , Mobile: +919437076636 Email :