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:

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:

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:

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:

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: -

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

*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:

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

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:

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