RRP Semiconductor Ltd

AGM Details

• AGM held on 30 September 2026 at 02:00 PM via VC/OAVM.
• Meeting concluded at 02:07 PM IST.
• Remote e-voting available 27-29 September 2026.

Key Resolutions

• Adopt audited financial statements for year ended 31 March 2026 and related reports.
• Re-appoint Sumita Mishra as Director by rotation.
• Appoint Lipika & Associates as Statutory Auditor for five years.

Voting Results

• All resolutions passed; no significant dissent reported.

Dividend

• No dividend proposed or declared.

Director Changes

• Sumita Mishra to be re-appointed as Director by rotation.

Auditor Appointments

• Lipika & Associates appointed as Statutory Auditor for five years.

Material Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• No other material approvals disclosed.

RRP Semiconductor Limited — Trading Window closed from 1 October 2026 until 48 hours after the announcement of the Unaudited financial results for the quarter ended 30t September, 2026; Board meeting for approving the Unaudited results on or before 14 November, 2026.

Lock-in extension

• BSE instructed extension of the lock-in for preferential allottees to 31 March 2027.
• Company extended lock-in based on BSE guidance; no other changes specified.

Overview

• Standalone BRSR for FY2025-26; company is RRP Semiconductor Ltd (formerly G D Trading & Agencies).
• Main activities: trading of securities and semiconductor products.
• 90% turnover reported for semiconductor trading; reporting boundary is standalone.
• Paid-up capital ₹14.12 crore.

Key ESG Risks & Opportunities

• Waste and hazardous materials risk; mitigated by regulatory-compliant waste handling and reuse.
• Workplace health and safety risk; hazard identification and preventive measures.
• Labour practices risk; compliance, transparent grievance channels, and whistleblower policy.
• Energy management risk; project underway to integrate clean energy.
• Community engagement CSR identified as an opportunity for long-term social impact.

Governance & Policy Highlights

• Board oversight via Business Responsibility and Sustainability Committee chaired by the MD.
• Key policies: Risk Management; Nomination & Remuneration; Dividend; RPTs; CSR; Whistleblower; Human Rights; Cyber/Data Privacy.
• SEBI interim order (Apr 2026) restraining trading; depositories to freeze shares; SAT status quo order.
• Code of Conduct includes Fair Dealing; no separate anti-bribery policy.

Social Responsibility & Workforce

• Total workforce 3; 2 male, 1 female; all permanent; no differently-abled employees.
• CSR: voluntary contribution ₹7.75 lakh to Shri Giri Govardhan Trust on 30-Mar-2026.
• CSR turnover ₹6.82 crore; net worth ₹9.04 crore as disclosed in CSR section.
• LTIFR 0; no fatalities; training on Code of Conduct and safety.

Environmental Performance

• No energy, water, or waste data due to no manufacturing activities; emissions effectively zero.
• Green credits: 21 generated.
• Zero Liquid Discharge not applicable; Extended Producer Responsibility not applicable.
• No specific environmental targets due to absence of semiconductor manufacturing.

Stakeholder Engagement & Complaints

• Stakeholders: customers, employees, shareholders, communities, value chain partners; engagement via multiple channels.
• Shareholders filed 1 complaint during FY2025-26; two prior complaints noted (5-Jun-2026 and 14-Oct-2025).
• Grievance channels include gdtal2000@gmail.com and SEBI SCORES; ATR reports used for resolution.
• Regulatory actions: SEBI interim order restricting trading; BSE withdrawal of preferential issue approval; SAT status quo.

Other Notable Metrics

• Input material from suppliers 22% by value.
• Related party transactions: purchases from related parties 1.20%; loans to related parties 68.79%.
• Public policy advocacy: none in the reporting year.
• Cybersecurity and data privacy policy in place; product recalls nil.

AGM and compliance updates

• 46th AGM scheduled for 30 September 2026, 2:00 PM IST via VC/AVM.
• Annual Report 2025-26 and AGM notice accessible via the company website.
• Web-link exact path: www.gdtal.com/resource/Investors/Investors.aspx.
• Letters dispatched to members without registered emails; cut-off date 28 August 2026.
• KYC updates and dematerialisation urged under SEBI circular.
• From April 1, 2024, physical folios must transact electronically for payments.

Financial performance

• Revenue from operations: Rs (682.14) lakh in FY2025-26.
• Total Income: Rs (673.15) lakh; Total Expenses: Rs 102.52 lakh.
• PBT: Rs (775.67) lakh; Tax: Rs 0.
• Net profit after tax: Rs (775.67) lakh.
• Basic EPS: Rs (5.69); Diluted EPS: Rs (5.69).

Capital structure

• Paid-up equity capital: Rs 14.124 crore; Authorized capital unchanged.
• Redemption of 10,500 preference shares funded by fresh equity of 1,35,24,000 shares.
• Equity listed on BSE; listing fees paid for 2026-27.

Board and governance

• Board as of 31-Mar-2026: 6 directors; 1 Executive MD; 3 Independent; 2 Non-Independent.
• MD appointment: Manas Ranjan Palo appointed 01-Jul-2025; CFO from 14-Aug-2025.
• Sumita Mishra resigned MD on 30-May-2025; now Non-Executive Non-Independent.
• Auditors: Lipika & Associates appointed as Statutory Auditor for 2026-31; PAMS resigned.
• Secretarial Auditor: Amarendra Mohapatra; Internal Auditor: Kalpesh Khatri.

Auditors & internal controls

• Independent Auditor's Report: unqualified; no fraud; internal controls adequate.
• Internal Controls: ICFR found adequate as of 31-Mar-2026.

Regulatory matters and litigation

• SEBI interim order (10 Apr 2026) on price manipulation; deposits frozen; SAT appeal ongoing.
• BSE: 8-Apr-2025 order withdrew listing/trading approval for preferential issue; SAT status quo.

Corporate social responsibility

• CSR: Rs 7,75,000 donated to Shri Giri Govardhan Trust.
• BRSR disclosures indicate governance and ESG focus.

Dividend policy & returns

• No dividend declared for FY2024-25 due to losses.

Other governance and reporting notes

• Independent Directors declare independence; familiarisation programs conducted.
• 46th AGM planned for 30-Sep-2026; e-voting via i-Vote; demat transfers followed.

AGM Details

• AGM set for 30 September 2026 at 02:00 PM IST via VC/OAVM.
• Remote e-voting via BIGSHARE from 27 Sept 2026 09:00 to 29 Sept 2026 17:00 IST.
• Members who voted remotely may attend; non-voters can vote at AGM.

Book closure details

• Book closure from 24 September 2026 to 30 September 2026 (inclusive).
• Purpose: determine voting/attendance eligibility for the 46th AGM.
• Cut-off date for eligibility: 23 September 2026.
• Security type: equity shares.

Board and governance actions

• Board approved Q1 FY2026 unaudited results with Limited Review Report.
• Notice for 46th AGM approved; rescheduled to Sept 30, 2026 via VC/OAVM.
• Board's Report, MD&A and Corporate Governance Report for FY2025-26 approved.
• Register of Members and share transfer books closed Sept 24–30, 2026.
• Cut-off date fixed for AGM voting/attendance.
• E-voting facility arranged; RTA Bigshare and Purva Sharegistry appointed.
• CS Amarendra Mohapatra appointed Scrutinizer for e-voting.
• Audit Committee reconstituted; Chair: Sanghamitra Sarangi; Members: Oza, Yerapale, Palo.
• Risk Management, CSR, and Sustainability Committees updated with chairs and members.