RRP Defense Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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. 2024-2025	F.Y. 2023-2024
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 Company''s 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
in-principal approval received on April 3, 2025. However, the approval for this issue received after the
year-end, 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) BUY-BACK 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 Company’s 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 long-term 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 Sixty-
Five Lakh Equity Shares having face value of INR 10/- (Indian Rupees Ten) Each.

ii. Issued, subscribed and paid-up 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 Fifty-Six Lakhs Eighty-Eight Thousand only) divided into
15,68,800/- (Fifteen Lakhs Sixty-Eight 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 Fifty-Six Lakhs Eighty-Eight 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 well-defined 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 Company’s 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 zero-tolerance 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 / re-appointment 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	27-02-2025
2 Raunaq Rajendra Chodankar	Whole-time Director	08054601	27-02-2025
3 Piyush Garg	Independent Director	01144996	27-02-2025
4 Amit Kirti Nagda	Independent Director	10954045	27-02-2025
5 Riddhita Ramnaresh Agrawal	Independent Director	10954023	27-02-2025
6 Venkateswara Gowtama Mannava	Non-Executive Director	07628039	18-01-2025

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

f-\

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

* V

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

>i J

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

l J

5. Ms. Shivani Singh (DIN: 08270642), resigned from the position of Non-Executive 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 Director’s 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 Company’s 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 Director’s 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. Company’s 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 Company’s 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 long-term 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 Company’s 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 Company’s 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 Chodankar	Managing Director	1	1	1
2	Raunaq Rajendra Chodankar	Whole-time Director	1	1	1
3	Piyush Garg	Independent Director	1	1	1
4	Amit Kirti Nagda	Independent Director	1	1	1
5	Riddhita Ramnaresh Agrawal	Independent Director	1	1	1
6	Venkateswara Gowtama Mannava	Non-Executive Director	4	4	4

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:

I Composition and diversity of the Board and its committees;

I Clarity of roles and responsibilities;

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

I Effectiveness of the Board’s decision-making processes and strategic inputs;

I Performance of the Chairperson in leading the Board;

I Active participation and contribution of individual directors;

I Functioning of committees in discharging their responsibilities effectively; and
I 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 Company’s policy for evaluation of the performance of the
board of directors, which is available on the Company’s website and can be accessed at
www.euroasiaexportsltd.com

24) NON-EXECUTIVE DIRECTOR’S 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:

I Audit Committee;

I Nomination and Remuneration Committee;

I Stakeholder Relationship Committee;

Audit Committee:

The Audit Committee of the Company is constituted/re-constituted 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 management’s 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 Director	1
2.	Mr. Rajendra Kamalakant Chodankar	Managing Director	1
3.	Ms. Riddhita Ramnaresh Agrawal	Independent Director	1
4.	Ms. Shweta Gupta (Till 27.02.2025)	Independent Director	3
5.	Ms. Mukund Murari (Till 27.02.2025)	Independent Director	3
6.	Ms. Shivani Sanghi (Till 27.02.2025)	Independent Director	3

*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 Agrawal	Independent Director	Member
4.	Shweta Gupta (till 27.02.2025)	Independent Director	Member
5.	Mukund Murari (till 27.02.2025)	Independent Director	Member
6.	Shivani Sanghi (till 27.02.2025)	Independent Director	Member

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 Director	Chairman
2.	Mr. Amit Kirti Nagda	Independent Director	Member
3.	Ms. Riddhita Ramnaresh Agrawal	Independent Director	Member

4.	Shweta Gupta (till 27.02.2025)	Independent Director	Member
15. n	Mukund Murari (till 27.02.2025)	Independent Director	Member
6. c	Shivani Sanghi (till 27.02.2025)	Independent Director	Member

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 de-materialization/re-
materialization 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 AUDITOR’S 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 2024-25.

The Secretarial Audit Report for the year 2024-25 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
peer-reviewed firm as Secretarial Auditors of the Company for a period of five years from
Financial Year 2025-2026 to 2029-2030 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 Company’s 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 2024-2025, 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 Company’s 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 Company’s 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 self-assessments;

(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
return-to-work 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 work-life 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 Company’s 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. It’s 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 COMPANY’S
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 “Annexure-C”

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-D”.

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 Company’s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and Company’s 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/CMD-2/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 sub-regulation (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 arm’s length basis and ordinary course of
business. Hence, disclosure under the prescribed form AOC-2 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.

xiii. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable
provisions of the Secretarial Standard-1 and Secretarial Standard-2 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 one-time 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:

I 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;

I 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;

I 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;

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

I 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

I 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 Company’s intent expectations or
forecasts that appear to be forward-looking 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 Company’s performance could be the demand and supply of Company’s 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

---

Mar 31, 2024

Your directors have pleasure in presenting their 43^rd Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Board’s Report shall be prepared based on the standalone financial statements of the company. The
Company’s financial performance is given hereunder.

(Amount in Thousand)

Particulars	Financial Year	Financial Year
	ended 31.03.2024	ended 31.03.2023
Revenue from Operations	1,25,078	2,574
Other Income	2.91	195
Total Income	1,25,081	2,769
Finance Cost	-	-
Employee benefits expense	1,002	977
Other Expenses	1,23,691	1,509
Total Expenses	1,24,693	2,486
Profit/ (Loss) before Tax	388	283
Current Tax	152.99	73.67
Tax for earlier year	-	57.32
Deferred Tax	-	-
Profit/Loss after Tax	235	152
Earning per Equity Share	0.15	0.10
Diluted	0.15	0.10

2. INFORMATION ON STATE OF COMPANY’S AFFAIRS AND RESULT OF OPERATIONS:

During the Year under review, the company has earned net profit of Rs.235 (in Thousand) in comparison to profit
of Rs.152 (in Thousand) in the previous year.

3. DIVIDEND:

The Board has not recommended any dividend for the Financial Year 2023-24.

4. RESERVES:

The Company has not transferred any amount to its General Reserves during the year under review.

5. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR:

The Company is engaged in the business of trading of all types of goods. During the year under review, the
company has made net profit of of Rs.235 (in Thousand). The performance of the company is expected to be
better in the coming years.

1. EXISTING BUSINESSES

The Company is pursuing the Business of Trading in garments and other trading material.

2. NEW PROJECTS

The Company envisages in the business of Oil trading as new project during the financial year
under review.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company which
occurred between the end of the financial year of the company and date of this Report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a proper and adequate system of internal controls. This ensures that all transactions are
authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. In addition here are operational controls and fraud risk controls, covering the
entire spectrum of internal financial controls.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES:

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL
STATEMENT:

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

10. DEPOSITS:

The Company has not accepted any deposits during the financial year under review.

? Accepted during the year: NIL

? Remained unpaid or unclaimed as at the end of the year: NIL

? If there has been any default in repayment of deposits or payment of interest thereon during the year
and if so, number of such cases and the total amount involved:

? At the beginning of the year: NIL

? Maximum during the year: NIL

? At the end of the year: NIL

11. AUDITOR’S AND THEIR REPORT:

M/s A Sachdeva & CO., Chartered Accountants, is appointed as Statutory Auditors of the Company for
holding the office of Statutory Auditors for a period of 4 years i.e. till the conclusion of 43^rd Annual General
Meeting of the Company. The Company has received confirmation from them to the effect that their ratification
of appointment is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified
for holding the office of the Auditors. Accordingly, the Board recommends appointment of new firm as Statutory
Auditors of the Company by the members.

The notes on Financial Statement referred in the Auditors’ Report are self-explanatory and do not call for
further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

? Frauds reported by Auditors (Section 134(3)(ca)

As per Section 143 of the Companies Act, 2013 the report of Auditors states that the Company has
not committed any frauds during the year.

12. COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not Applicable to the company.

13. APPOINTMENT OF SECRETARIAL AUDITOR AND THEIR REPORT:

The Board had appointed M/s. JRP & Associates, Practicing Company Secretary, to conduct the Secretarial
Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended on March 31,
2024, in the prescribed format is attached herewith as Annexure- I to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark to be explained
by the Directors of the Company.

14. INTERNAL AUDIT REPORT:

The Internal Auditor, M/s G Akash & Associates has conducted Internal Audit periodically for the Financial
Year 2023-24 and submitted their reports to the Audit Committee. The reports submitted by the Internal
Auditor have been reviewed by the Statutory Auditors and the Audit Committee.

15. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India, is presented as Annexure-II in this report.

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the
corporate governance requirements set out by SEBI. The Company has also implemented several best
corporate governance practices as prevalent globally. The report on Corporate Governance as prescribed under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Certificate on report on
Corporate Governance attached as Annexure-III.

17. SHARE CAPITAL:

During the Financial Year, there is no change in the share capital of the Company. However, the Paid-up Share
Capital of the Company is divided into the following categories:

Subscribed and paid up: Rs. 15688000

a. Issue of equity shares with differential rights;

The Company has not issued equity shares with differential rights.

b. Issue of sweat equity shares;

The Company has not issued sweat equity shares.

c. Issue of employee stock options;

The Company has not issued employee stock options.

d. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees;

Since shares of the Company has not purchased by the employees or trustees for their benefits therefore
there is no requirement for the provision of money to be made by the Company for the same purpose.

18. ANNUAL RETURN:

Annual Return as per Section 92 (3) of the Companies Act, 2013 is available on the website of the Company
i.e. https://www.euroasiaexportsltd.com/annual-return.html.

19. DIRECTORS AND KEY MANAGERIAL PERSONS:

The Company is enriched with highly qualified professionals and responsive Board of Directors. It is composed
of Executive as well as Non- Executive Directors including Women Director. The details for Composition of
Board of Directors of the Company as on date are as follows:

S. No.	DIN & PAN	Name	Designation
1.	06595136	Mr. Rakesh Kumar Singal	Managing Director
2.	07166489	Mr. Gagan Goel	Executive Director
3.	08606277	Mr. Mukund Murari	Independent Director
4.	06557885	Ms. Shweta Gupta	Independent Director
5.	07325235	Mrs. Navneet Kaur (till 18.01.2024)	Independent Director
6.	08270642	Ms. Shivani Sanghi (From 12.02.2024)	Independent Director
7.	BMQPA0257A	Mr. Ekansh Bansal	Chief Financial Officer
8.	AODPC1805J	Ms. Shruti Choudhary(till 23.02.2024)	Company Secretary

The Company has formulated a policy on performance evaluation of the Independent Directors, Board and its
Committees and other individual Directors which shall be based on, inter alia, criteria like attendance, effective
participation, domain knowledge, access to management outside Board Meetings and compliance with the Code
of Conduct, vision and strategy and benchmark to global peers.

On the basis of policy for performance evaluation of Independent Directors, Board, Committees and other
individual directors, a process of evaluation was carried out. The performance of the Board, individual directors
and Board Committees were found to be satisfactory.

Further, Independent Directors of the Company have given declaration that they meet the eligibility criteria of
Independence as provided under Section 149(6) of the Companies Act, 2013.

a. Declaration by an Independent Director(s) and re- appointment, if any

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as
to qualify for their appointment as an Independent Director under the provisions of Section 149 of the
Companies Act, 2013.The Board confirms that the said independent directors meet the criteria as laid down
under the Companies Act,2013.

The Board proposes the terms of 5 years for the independent directors and they shall not be liable to retire by
rotation.

b. Formal Annual Evaluation

The evaluation frame work for assessing the performance of Directors comprises of the following key areas:

? Attendance of Board Meetings and Board Committee Meetings

? Quality of contribution to Board deliberations

? Strategic perspectives or inputs regarding future growth of Company and its performance

? Providing perspectives and feedback going beyond information provided by them management

? Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of
Directors. A member of the Board will not participate in the discussion of his/her evaluation.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

Your Company has put in place a system to familiarize its Independent Directors about the Company, its Business
Segment, the Industry and Business model of the Company. In addition, it also undertakes various measures to update
the Independent Director about the ongoing events and development relating to the Company. All the Independent
Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment/
re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their
engagement, including the compliance required from him under Companies Act 2013, Listing Regulation and other
various statues and an affirmation is obtained for the same. The Detail of the Familiarization Programme for Directors
are available on the Company’s Website -www.euroasiaexportsltd.com

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business strategies/ policies and review the financial
performance of the Company. In case of business exigencies, the Board’s approval is taken through circular
resolutions. The Circular Resolutions are noted at the subsequent Board Meeting. The notice and detailed agenda along
with the relevant notes and other material information are sent in advance.

Particular details of Board Meeting are as follows: During the financial year, Four Board meetings were held.

S. No.	Dates of Board Meeting	Directors Present in the Meeting
1.	25.05.2023	5
2.	11.08.2023	5
3.	08.11.2023	5
4.	12.02.2024	5

22. MANAGERIAL REMUNERATION:

None of the employee of the company falls under the provisions of rule pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Since no director of the company was in receipt of any remuneration or commission therefore the company is
not required to make disclosure under the applicable provisions of the Companies Act, 2013.

23. DISCLOSURE REGARDING VARIOUS COMMITTEES:

The Company has the following Committees of the Board:

A) Audit Committee

Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to
supervise the Company’s internal controls and financial reporting process. The Composition, quorum, powers,
role and scope are in accordance with section 177 of the Companies Act, 2013 and the provisions of Regulation
18 of the Listing Regulation. All the Members of the Audit Committee are financially literate and bring in
expertise in the fields of Finance, Taxation, Economics, Risk and international Finance. It functions in
accordance with its terms of reference that defines its authority, responsibility and reporting function.

S. No.	Name	Category
1.	Shweta Gupta	Independent Director
2.	Mukund Murari	Independent Director
3.	Navneet Kaur (til 18.01.2024)	Independent Director
4.	Shivani Sanghi (From 12.02.2024)	Independent Director

Meeting & Attendance

The Audit Committee met four times during the Financial Year 2023-24. The Maximum gap between two
meetings was not more than 120 Days. The necessary quorum was present for all meetings. The Chairperson of
the Audit Committee was present at the last Annual General Meeting of the Company.

S. No.	Dates of Board Meeting	Directors Present in the Meeting
1.	25.05.2023	3
2.	11.08.2023	3
3.	08.11.2023	3
4.	12.02.2024	3

All the members of the committee are financially literate Ms. Shweta Gupta was appointed as Chairperson of
the Audit Committee.

Terms & Reference

The Audit committee inter alia performs the functions of approving Annual Internal Audit Plan, review of
financial reporting system, internal controls system, discussion on financial reporting system, discussion on
financial results, interaction with statutory and Internal Auditor, recommendations for the appointment of
statutory and Internal Auditors and their remuneration, Review of Business Risk Management Plan,
Management Discussion and Analysis, Review of Internal Audit Reports, Significant related party transactions.
The Company has framed the Audit Committee Charter for the purpose of effective Compliance of Provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulation. In fulfilling the above
role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek
information from employees and to obtain outside legal and professional advice.

B) Nomination and Remuneration Committee

Performance Evaluation Criteria for Independent Directors and Remuneration Policy for Directors,
Key Managerial Personnel and other employees

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed
the Board Report. Further, the Company has devised a Policy for performance evaluation of Directors.

The Board of the company has decided that the committee will also be known with the name Nomination and
Remuneration Committee as required under Companies Act, 2013. The Committee recommends
remunerations, promotions, increments and considers the appointment of Executive Directors as and when
required.

Meeting & Attendance

At present the Nomination and Remuneration Committee of the company comprises of the following members
who are Directors of the company and Dates of Meeting as under:

S. No.	Name	Category
1.	Shweta Gupta	Independent Director
2.	Mukund Murari	Independent Director
3.	Navneet Kaur (til 18.01.2024)	Independent Director
4.	Shivani Sanghi (From 12.02.2024)	Independent Director

Dates of Meetings as follows:

S. No.	Dates of Board Meeting	Directors Present in the Meeting
1.	25.05.2023	3
2.	12.02.2024	3

All the members of the committee are literate, Ms. Shweta Gupta was appointed as Chairperson of the
Nomination and Remuneration Committee

Terms & Reference

The Board has framed the Nomination & Remuneration Committee Charter which ensures effective
Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulation, which are
as follows:

• Reviewing the overall Compensation Policy, Service agreements and other employment Conditions of
Managing Director and Senior Management (One Level below the Board);

• To help in determining the appropriate size, diversity and composition of the Board;

• To recommend to the Board appointment / re-appointment and removal of Directors;

• To frame criteria for determining qualifications, positive attributes and Independence of Directors to create
an evaluation framework for Independent Director and the Board;

• To assist in developing a succession plan for the Board;

• To assist the Board in fulfilling responsibilities entrusted from time to time;

• Delegation of any of its powers to any member of the Committee or the Compliance Officer;

C) 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	Category
1.	Shweta Gupta	Independent Director
2.	Mukund Murari	Independent Director
3.	Navneet Kaur (till 18.01.2024)	Independent Director
4.	Shivani Sanghi (From 12.02.2024)	Independent Director

In compliance 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 de-materialization/re-materialization etc. independently under the supervision
and control of the Stakeholders Relationship committee.

Meeting & Attendance

At present the Nomination and Remuneration 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 Board Meeting	Directors Present in the Meeting
1.	08.11.2023	3

Terms & Reference

The Board has clearly defined the terms of reference for the committee, which generally meets at Regular
Interval. The Committee looks in to the matters of Shareholders/ Investors grievances along with other matters
listed below:

• Approval of Transfer of Shares/ debentures and issue of duplicate/ split/ consolidation/ sub-division of
share/debenture certificates

• Consider, resolve and monitor redressal of Shareholding grievances of the Company with respect to transfer
of shares, non - receipt of annual report, non - receipt of declared dividend.

• Review the Performance of the Company’s Registrar & Transfer Agents.

The secretarial Department of the Company and the Registrar and Share Transfer Agent, Skyline Services
Pvt. Ltd. Attend to all grievances of the Shareholders received directly or through SEBI, Stock Exchanges,
Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholder’s Relationship
Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings.
Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete
satisfaction of the investors.

Shareholders are requested to furnish their updated telephone number and email addresses to facilitate.

24. PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION:

During the year under review, the Company does not have any employee who is drawing the remuneration in
excess of the limits prescribed by provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5
(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The company has given remuneration according to the remuneration policy formulated by the Company. Further
information is as follows:

I. The Ratio of Remuneration of each Director to the Median Employees Remuneration of the Company for the
financial year 2023-24 is as follows:

No remuneration has been paid to any director in the Financial Year 2023-24.

II. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:

No remuneration was being paid to any director and there is changes in remuneration paid to Chief Financial
Officer and Company Secretary of the Company.

III. The percentage increase in the median remuneration of employees in the Financial Year 2023-24:

There has been an increase of 12.76 % of median remuneration paid to employees in the Financial Year 2023¬
24 as compared to Financial Year 2022-23.

IV. The number of permanent employees on the rolls of company:

The numbers of permanent employees on the rolls of the Company are: 2.

V. Average percentile increase already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

No managerial remuneration was being paid to any director in Financial Year 2023-24.

VI. Affirmation that the remuneration is as per the remuneration policy of the company:

The Directors of the Company confirm that the remuneration in the Financial Year 2023-24 has been paid
according to the remuneration policy of the Company.

25. SIGNING OF BALANCE SHEET:

The Balance Sheet of the Company is signed in pursuance to the provision of Section 134 of companies act,
2013. The Balance Sheet was signed by two Directors; one of them is Managing Director of the company and
Chief Finance Officer and Company Secretary of the Company, as on the date of signing of Balance Sheet.

26. POLICIES:

The Board of the Company has framed various Policies in order to comply with the requirements of Companies
Act, 2013 and SEBI (LODR) 2015; the details of them are available at website of the company at
www.euroasiaexportsltd.com under the Investors Column:

Whistle Blower Policy;

Policy of Remuneration of Directors, KMP and Other Employees;

Policy on Familiarization Programmes for Independent Directors;

Policy on Website Archival;

Policy on Determination and Disclosure of Materiality of Events and Information;

Policy on Materiality of Related Party Transaction and on Dealing with Related Party Transactions;

Risk Management Policy.

27. RISK MANAGEMENT POLICY:

The Board of Directors of the company is of the view that currently no significant risk factors are present which
may threaten the existence of the company.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:

The details of Loans given, Investments made, Guarantees given and Securities provided by the Company are
given in Note Number 10 to the Financial Statement. The Company has given no Loan during the financial year
ended as on 31.03.2024.

AFFIRMATIONS AND DISCLOSURES:

1. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation,
the Company has formulated Whistle Blower Policy for Vigil Mechanism of Directors and employees to report
to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The
Company has established a vigil mechanism for Directors and employees to report their genuine concerns,
details of which have been given in the Corporate Governance Report forming part of annual report.

2. RISK MANAGEMENT POLICY:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 contemporary practices of
good corporate governance, Company has developed the policies & procedures to assess the risk associated
with the Company and minimization thereof and periodically informed the Board of Directors for their review
to ensure that the executive management, controls the risk in accordance with the defined policies and
procedures adopted by the company. Business risk evaluation and management is an ongoing process within
the Company. The assessment is periodically examined by the Board.

3. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The concept of Corporate Social Responsibility is not applicable to the Company.

4. LISTING:

The shares of the Company are listed at BSE Ltd.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has given no short term loan during the financial year ended as on 31.03.2024.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Company has not or made any arrangement with the related parties during the financial year.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURT SO TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in future.

8. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are
covered under this policy and during the year no complaints have been received from them.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A) Conservation of Energy

The operations of the Company are not energy intensive therefore no capital investment has been made
on energy conservation equipments during the year. The company has endeavored to conserve energy
consumption, wherever feasible and has not utilized alternate sources of equipments.

B) Technology Absorption

No new technology has been imported during last 4 years as the orders received by the company are
gradually declining. However, the technology for Transistorized Converters, other equipments and parts
of Induction Heating Machines imported has been fully absorbed.

The industry has been under recession from past many years due to which manufacturing is unviable at
low volumes and as a result of which company is incurring losses from its manufacturing activities and
has decided to shut down manufacturing activities and dispose of plant and machinery.

C) Foreign Exchange Earnings and Outgo

Activities relating to export, initiatives taken to increase exports and development of New Export market

Foreign exchange outflows: Nil
Foreign exchange inflows: Nil

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable
Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013,
have been followed and there are no material departures from the same;

ii) 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 March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

iii) 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) the Directors have prepared the Annual Accounts of the Company for the Financial Year ended March 31,
2024 on a ‘going concern’ basis;

v) the Directors have laid down Internal Financial Control to be followed by the Company and that such
internal financial control is adequate and were operating effectively; and

vi) 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.

29. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the
Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation
and support received from the Government of India, various state governments, the Banks/ Financial institutions
and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend
the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s
success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors of
Euro Asia Exports Limited

Mukund Murari Rakesh Kumar Singal

Director Managing Director

DIN: 08606277 DIN: 06595136

Place: New Delhi
Date: 13.08.2024

Telephone: [phone]
Email id: [email protected]

Website: www.euroasiaexportsltd.com

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Mar 31, 2014

Dear Shareholders,

We are pleased to present the Thirty third Annual Report of Euro Asia Exports Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2014. The Financial Highlights for the year under review are given below:

Financial Results (Rs.) (Rs.) 2013-14 2012-13

Total Income 5183205 1767628

Profit / (Loss) before Interest and Tax, 27646 6936

Interest 0 0

Profit / (Loss) before Tax 27646 6936

Provision for Taxation 8543 2180

Profit / (Loss) after Tax 19103 4756 Performance

During the year under review, the company has earned total income of Rs. 5183205 which culminates into increase of about 200% from the last year income of Rs. 1767628. The Company had earned net profit of Rs. 19103 in comparison to Profit of Rs. 4756 in the previous year.

Dividend

No dividend is recommended in respect of Equity shares of the Company during the financial year.

Business Operations Overview & Future Outlook

The Company is not pursuing any serious business as of now. It is exploring possibilities to restart business of export of commodities in European countries and USA.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 2013, Shri Sunil Kumar Sharma, who retires by rotation and being eligible, offer himself for re-appointment as non executive Director.

Mr. Ganesh Prasad Nayak & Mr. Bhim Sain Goyal were appointed as Independent Directors of the Company w.e.f. April 1st, 2014 for a period of five years.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

Particulars of Energy, Technology and Foreign exchange

A- Energy conservation - NIL

B- Technology absorption - NIL

C- Foreign Exchange earnings and out go: NIL

Personnel and Particulars of Employees

No employee of the company is covered under these Guidelines.

Auditors

Auditors M/s VBR & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Sections 139, 141,142, and other applicable provisions, if any of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act'' 1956.

Listing

The company shares are Listed at Delhi, Jaipur and Bombay Stock exchanges.

Audit Committee recommendations

The Audit Committee of the Company has recommended the Annual Accounts for approval.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from M/s. VBR & Associates, Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Appreciation

Your Directors greatly appreciate the efforts of Investors for the support.

For and on Behalf of the Board

Place: New Delhi Sunil Kumar Sharma Bhim Sain Goyal Date: 08.08.2014 Director Director DIN: 00370304 DIN: 02139510

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Mar 31, 2012

Dear Shareholders,

The are pleased to present the Thirty First Annual Report of Euro Asia Exports Limited together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31st March 2012. The Financial Highlights for the year under review are given below:

Financial Results (Rs.) (Rs.) 2011-12 2010-11

Total Income 880450 1459890

Profit/(Loss) before Interest and Tax, (1390549) 357929

Interest 0 0

Profit/(Loss) before Tax (1390549) 357929

Provision for Taxation 0 64526

Profit/(Loss) after Tax (1390549) 293403

Performance

During the year under review, the company has earned total income of Rs. 8,80,450/- which culminates into decrease of 40% from the last year income of Rs. 14,59,890/-.

Dividend

It is regretted that no dividend can be paid in respect of Equity shares of the Company.

Business Operations Overview & Future Outlook

The Company is not pursuing any serious business as of now. It is exploring possibilities to restart business of export of commodities in European countries and USA

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Bhim Sain Goyal, Director of the Company is retiring by rotation and being eligible, offer himself for re-appointment as non- executive/Independent Director.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have 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 judgements 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 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2012 on a ‘going concern' basis.

Particulars of Energy, Technology and Foreign exchange

A - Energy conservation - NIL

B - Technology absorption - NIL

C - Foreign Exchange earnings and out go - NIL

Personnel and Particulars of Employees

No employee of the company is covered under these Guidelines.

Auditors

M/s. Rajesh Mani & Associates, Chartered Accountants, Statutory Auditors of the Company, is retiring at the conclusion of ensuing Annual General Meeting, had expressed their unwillingness to continue as Statutory Auditors of the Company. The Board of Directors of your company has considered the appointment of M/s. VBR & Associates, Chartered Accountants, in place of retiring Auditors. The Company has received a certificate from them stating that their appointment if made would be within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Auditors' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act' 1956.

Listing

The company shares are Listed at Delhi, Mumbai and Jaipur Stock exchanges.

Audit Committee recommendations

The Audit Committee of the Company comprising of Shri Bhim Sain Goyal as Chairman and Shri Sunil Kumar Sharma and Shri Narinder Kumar Goyal, as Members of the Committee, have recommended the Annual Accounts for approval.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from M/s. Rajesh Mani & Associate, Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

Appreciation

Your Directors greatly appreciate the efforts of Investors for their support and co-operation.

For and on Behalf of the Board

Sunil Kumar Sharma Bhim Sain Goyal Managing Director Director

Place : New Delhi Date : 14.07.2012

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Mar 31, 2011

Dear Shareholders,

We are pleased to present the Thirtyth Ninth Annual Report of Euro Asia Exports Limited together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31st March 2011. The Financial Highlights for the year under review are given below:

Financial Results (Rs.) (Rs.) 2010-11 2009-10

Total Income 1,459,890 880,000

Profit / (Loss) before Interest and Tax, 357,929 1,042

Interest 0 0

Profit/Loss before Tax 357,929 1,042

Provision for Taxation 64,526 322

Profit /(Loss) after Tax 293,403 720

Dividend

In view of the brought forward losses, your Directors have been unable to recommend any dividend.

Business Operations Overview & Future Outlook

The Company is not pursuing any serious business as of now. It is proposing to start trading in fabric, garments etc. and also exploring the possibilities to revive its export business in big way.

Performance

During the year under review, the company has earned total income of Rs. 14,59,890/-, which culminates into increase of 65% from the last year income of Rs. 8,80,000/-. The profits also jumped by 343 times in comparison to last year.

The Company is expected to perform better in the coming years.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Sunil Sharma, Director of the Company retire by rotation and being eligible, offer himself for re-appointment as non- executive Director.

Dr. Vishwa Nath and Shri Anil Sharma, Directors resigned from the Directorship. Shri Dev Raj Goyal was appointed Additional director of the Company. The Board place on record its gratitude for the services rendered by outgoing directors during the tenure of their Directorship of the company.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a ‘going concern' basis.

Particulars of Energy, Technology and Foreign exchange

A- Energy conservation – NIL

B- Technology absorption – NIL

C- Foreign Exchange earnings and out go: NIL

Personnel and Particulars of Employees

No employee of the company is covered under these Guidelines.

Auditors

M/s Rajesh Mani & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1B) of the Companies Act, 1956.

Auditors' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act' 1956.

Listing

The company shares are Listed at Delhi, Mumbai and Jaipur Stock exchanges.

Audit Committee recommendations

The Audit Committee of the Company has been constituted with Shri Bhim Sain Goyal as Chairman and Shri Sunil Kumar Sharma and Shri dev aj Goyal, as Members of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from M/s. Rajesh Mani & Associate, Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

Appreciation

Your Directors greatly appreciate the efforts of Investors for the support.

For and on Behalf of the Board

Narinder Kumar Goyal Bhim Sain Goyal Director Director

Place : New Delhi Date : 4th May, 2011