Repro India Ltd. Director Report

The Directors are pleased to present the Thirty-first (31^st) Annual Report covering the highlights of the finances, business and operations of your Company

along with the Audited Financial Statements for the financial year ended March 31, 2024.

BUSINESS OVERVIEW :

Repro: A tech solution for sustained growth in the evolving digital landscape of the Book Industry

The world is changing rapidly. Businesses are disrupting traditional methods to

create more choices that lead to availability of goods and services all over the world, at the click of a button. This change has resulted in businesses examining their offerings and changing their current products and processes to capture the changing consumer trends.

The Book Publishing Industry too has been impacted significantly due to the

e-commerce boom. Readers have moved to online platforms to make their choices, leading to increased product purchases on various websites. The online

buying habit has been widely embraced all over the world leading to cross border transactions that are concluded seamlessly. Books have provided joy not only to readers but also are more readily available to students, who may not have had access to them as easily before this digital revolution.

As a result of this changing business scenario, publishers recognise the need

to offer their titles online to increase market share and also have a presence consumer''s mind. However, setting up the necessary infrastructure can be challenging with the rapidly changing digital scenario. Your Company offers a tech solution that allows publishers to grow their business by having an online presence. They can avail of the solution that allows them wider reach, with no additional investment and no extra costs. In fact, these services ensure a lot of benefits and allow publishers to focus on their core - which is generating content and demand.

A tech-enabled solution

Over the years, publishers have recognised the effectiveness of your Company''s

tech platform which allows seamless transactions - from digitising titles, to allowing them to be stored in a digital warehouse ready for listing and selection from an online e-retail website. Once the title is selected, the Books on Demand Tech platform allows for just-in-time production. The title is then delivered to

readers anytime and anywhere in the world. Your Company has capitalised on this opportunity, positioning itself for future growth. Your Company also offers publishers the opportunity to get their titles from abroad and offers them an

integrated solution.

Your Company continues to leverage the e-commerce boom and the retail opportunities it has created. By anticipating these changes, your Company has built platforms that disrupt the publishing industry and reach readers through various online channels. Investments in new technologies and processes have

positioned your Company for sustained growth and adaptability in the digital space. Your Company has developed Bookscape, an online platform where books are accessible at the click of a button, allowing stakeholders in the publishing world to interact and be part of a publishing ecosystem.

Meeting the growing demand for books

Technology remains a focal point, with ongoing efforts to enhance resources

and solutions. From the online platform, to the state-of-the-art Print-on-Demand facilities in Haryana and Maharashtra that meet the growing demand for books. The SEZ in Surat, with specialised technology meets the requirements of millions

of books. With advanced infrastructure, specialised skills, and enhanced supply chains, your Company ensures that more books reach readers worldwide.

Financial prudence remains a continuous focus, helping navigate the financial requirements. Measures of financial discipline have ensured smooth working capital operations, cash flows, debtors, and collections. This has enabled investments in infrastructure, processes, and skills, preparing for emerging opportunities.

By embracing e-commerce, innovating solutions for customer needs, investing in technology, and expanding infrastructure, your Company is well-positioned for

sustained growth and success in the evolving digital landscape.

BUSINESS HIGHLIGHTS

Your Company has strategically embraced the digital wave that is sweeping online transactions being carried out all over the world across all categories of products and services. Your Company has innovated a solution that addresses the challenges faced by publishers and in fact that increases their reach worldwide into new markets. Your Company has capitalised on the increased customer spending on books through its Print-on-Demand (POD) model, leading to rapid growth. Technology is a crucial part of this strategy; optimising content acquisition, conversion of content into titles that can be made available at the click of a button, streamlining operations, enhancing distribution, and providing a seamless online experience. This technological integration aims to sustain growth and deliver high-quality content through various online channels to the reader - anytime, anywhere.

While ensuring that business goals and objectives are met, Your Company focuses on sustainability and ensures that the entire business cycle - from

product to process to delivery - is geared to addressing the needs of a sustainable environment. From innovating a digital platform that saves overall physical movement of raw materials and books, to reducing raw material waste, to optimising processes the entire chain is looked at to see how to ensure that

the sustainability goals are achieved.

Growth of e-Commerce: Buying books and reaching them to readers -anytime, anywhere.

With the growth of e-commerce, consumer purchasing patterns have significantly changed and business have been greatly impacted. To stay relevant to the market place, business products and process need to rapidly adapt to this changing scenario. Factors such as declining broadband prices, new services, evolving urban lifestyles, and the convenience of online shopping have driven rapid e-commerce adoption in India. Modern shoppers use multiple channels for buying products forcing leading e-retailers modify and re-invent business models.

India with a growing population, literacy on the rise propelled by the growing student population in India and access to the internet, the transition from the conventional buying pattern to the new way of online purchases, is taking root rapidly. Forecasts indicate a significant increase of online shoppers in India, primarily driven by the 25-44 age group, students and young professionals with disposable income. This generation is also adopting and using technology to change the way transactions are carried out. Online sales are also rising in tier two and three cities, as well as metropolitan areas. Books remain a top-selling product online due to the convenience of purchasing with a click and doorstep delivery.

The book publishing industry in India is growing, with e-commerce trends

reshaping how books are bought, produced, and distributed. Publishers are re-thinking their approach by making sure their titles are discovered in the burgeoning market. Your Company has developed customised online solutions

for publishers to reach readers worldwide. Publishers, are recognising the advantage of partnering with your Company to meet this global demand.

Repro: Innovating tech-solutions to transform publishing

The publishing industry has historically faced a lot of challenges - being an unorganised industry. Traditional processes often lack efficiency and organisation and the need for change has been long coming.

The traditional process of book production and distribution imposed substantial costs on publishers, including content obsolescence, wastage, damage during warehousing, cumbersome inventory management, and physical warehousing and logistics expenses. Besides this, a high level of returns, often involving

damaged books from unsold stock, also pose additional challenges for publishers.

Publishers also faced the issue of lost sales because the books may not have been available at the place where they were being bought - since they may have been produced and warehoused in different locations. AH these challenges were further compounded by unsold stock, long credit cycles, and piracy.

In the digital age, consumers increasingly rely on online platforms to buy

books, forcing publishers to adapt by making titles available worldwide. The traditional supply chain, reliant on physical distribution, is becoming obsolete. E-retail models are replacing traditional distribution, leading to a surge in online book sales. Digital platforms offer a broader selection of books without the inconvenience of visiting physical stores. The vast choice and instant gratification of online purchases have created demand for more books within shorter timeframes and at lower costs.

Repro''s tech solution enables on-demand production of books after they are purchased online. This eliminates all the issues publishers face while also being an environmentally sustainable approach.

A solution that benefits all stakeholders in the publishing supply chain

Your Company has offered a solution to all these challenges and by producing a book after it is bought, Repro is driving a sustainable and scalable solution that is highly beneficial to readers, publishers and the environment too.

Your Company streamlines the entire process, from converting digital book files

to listing titles on online platforms, to delivering the printed book to readers worldwide. Your Company aggregates and stores content from publishers in a digital warehouse. The content is then listed online, accessible on-demand when orders are placed through e-retail channels. The books are produced, fulfilled and delivered ''just-in-time'' to end users both in India and around the globe. Your Company''s solution extends beyond production to encompass distribution and collection, including the collection of royalties that are given to publishers. By embracing the digital marketplace, your Company enables readers to access their desired books and publishers to reach their target audience regardless of location. The innovative tech-platform developed by your Company, and the Print on Demand (POD) solution has disrupted the traditional supply chain by producing books only after purchase, eliminating the need for large inventories and enabling efficient distribution.

The shift to an online model allows publishers to streamline operations, reach a wider audience, and overcome traditional supply chain challenges. By embracing your Company''s tech-platform, publishers can expand their customer base and meet evolving reader preferences, promising a more efficient and dynamic publishing industry in the digital era.

Integrated Marketing - A customised business model for publishers

The vision publishers have for their business is to grow through your Company''s distribution platform, which allows them to earn revenue coming from a source wherein they have zero investments in print, zero demand forecasting and working capital. And this is the solution that your Company customises for each

publisher.

Typically, a publisher has arrangements with various printers across the country for their large volume offset print business. They then need to stock

the inventory in a warehouse which is available to traditional distributors to purchase. This inventory would then make it way to e-retailers'' warehouses across the country.

The cycle time for this entire process could be anywhere between a month to two months - depending on efficiencies of the team. Further the inventory aging is another six to nine months leading to an overall delayed cashflow cycle. This also leads to tremendous loss in efficiently capturing potential

demand and to manage this supply chain, publishers overstock huge amounts to inventory.

To solve the above challenges, the Repro Integrated Solution includes a customised solution of long run offset, warehousing, short run import substitution and Print-on-Demand that serves to effectively make the entire process more efficient.

This is made possible by some effective processes that include:

• consolidating the long run offset printing

• warehousing services for titles printed by your company

• the creation of smart seller flex warehouses facilities which allow the inventory lying in warehouses to be used as live inventory on e-Retailer channels

• for listed titles ordered online through e-Retail channels, the title is printed

as soon as it is ordered / sold on the online store

Due to all of this, publishers start generating revenues for titles within 12 hours

of printing the books as opposed to having to wait for 30-45 days in the current supply chain. Your Company also offers publishers the opportunity to make more

International titles available in India, without having to forecast inventory for 6-9 months and then import the books into India from abroad.

• This enables the Publishers to increase revenues and save costs by making more international titles live in India and also reduce inventory holding from 6 months to a few weeks.

• For titles where the publisher is unable to forecast demand, they can have the flexibility to move the entire International and local list to Print-on-

Demand (POD) with your Company.

Hence publishers can increase not only their revenues but also their presence

with the Repro Integrated solution - where-in all their requirements are addressed - long run offset, warehousing, short run import substitution and Print-on-Demand (POD).

The Repro Solution - Investing in technology for seamless transformation to the new digital scenario

To meet modern customer demands, your Company developed the Repro online

solution, making books accessible through various channels. This tech-based solution enables global digitisation and reach for publishers.

The Repro solution aggregates content in a digital warehouse. When an order is placed, the book is produced and delivered just-in-time, covering distribution and royalties to publishers. This system benefits publishers by reviving backlist

titles and monetising assets, while readers access newer titles. Digitised content is listed for on-demand fulfilment. Your Company optimises channel margins,

publisher compensation, and establishes strategic partnerships to increase reach and sales. By producing books only after purchase, publishers eliminate sales losses and access new markets easily.

The Repro solution revives backlist titles, ensures low production costs, no upfront investment, no inventory, zero freight costs, and zero returns. Relationships with major publishers built a large repository for print-on-demand (POD) use. Investments in POD technology enable production of single copies

with rapid turnaround, benefiting readers and reducing publisher costs.

The Repro platform enables easy tracking of the Gross Merchandise Value (GMV), which enables publishers to also track the performance of their titles.

Bookscape - an online app exclusively for books

Your Company launched Bookscape, an online app offering titles to readers.

This platform allows for community interaction, search, and discovery, ensuring books reach readers worldwide with minimal piracy risk. Books are printed and delivered within 48 hours in most cases.

Publishers gain insights into customer behaviour and supply chain optimisation

through real-time data. The back-end POD technology that Bookscape uses, benefits international publishers by reducing dependency on imports, cutting costs, and positively impacting the carbon footprint.

Repro''s tech solution connects an extended ecosystem of authors, publishers, printers, distributors and Customers. It eliminates waste, increases efficiencies

and creates an ecosystem that is Green compliant. The base for the business is AI/Data Science enabled business functions. It effectively utilises data, analytics to provide insights into everyday business functions, decisions and processes.

The focus on technology is constant with strengthening the Data platform.

Some of the ongoing initiatives include increasing the power of analytics and intelligence which results in predictive sales and forecasting. This gets taken forward into automated price interventions on channels and leads to higher engagement of the titles in the digital repository on e-commerce channels.

Repro - Reaching readers globally by partnering with world leaders

Your Company has enhanced its service offering by partnering with the Ingram Content Group, one of the world''s largest content aggregators with over 14 million titles in its repository. This long-term arrangement allows Indian

publishers to reach a larger global audience through the Ingram Global Connect program.

The rise of e-commerce gives online consumers access to a wide range of

channels to discover books. E-retailers are reaching previously untapped markets, including remote locations. The Repro solution meets this demand by aggregating, digitising, listing titles online, producing books on-demand, and

delivering them globally. Strategic partnerships with major e-retailers such as Amazon, Flipkart, First Cry, and eBay, among others facilitate this distribution.

Collaborations with leading content aggregators and e-retailers help your Company expand the global reach of publishers'' titles, connecting them with

a diverse and widespread audience.

Repro - Reaching Millions of Books to Consumers Worldwide

Your Company has become essential to customers'' supply chains, forming

successful partnerships with leading publishers. With years of experience and strong relationships with educational publishers, your Company understands the needs of the world''s largest publishers and provides comprehensive solutions for

leading publishers in India.

Leveraging these relationships, your Company has become one of India''s largest content aggregators, delivering millions of books efficiently. The primary goal is

to collaborate with customers to deliver high-quality educational materials.

Customised solutions and long-term contracts benefit all stakeholders, focusing

on building partnerships rather than transactional interactions. By tailoring solutions to publishers'' needs, your Company adds value, enabling long-term planning, efficient sourcing, and better product outcomes. This commitment to

value creation has attracted numerous publishers, expanding global readership.

Additionally, investments in IT infrastructure, data integrity, talent acquisition in product management, sales, technology, and marketing ensure efficient operations and continuous improvement. Your Company''s online solution

enables publishers to digitise content, reach global readers, and meet the demands of new-age customers, ensuring more books reach more readers anytime and anywhere.

FINANCIAL RESULTS

The summarised financial results of the Company for the financial year ended March 31, 2024 are presented below:

('' in lakhs)
Particulars	For the financial year ended March 31,2024		For the financial year ended March 31,2023
	Consolidated	Standalone	Consolidated	Standalone
Revenue from operations	47,946	31,767	42,195	29,669
Profit before interest, depreciation and taxation	5,387	4,551	4,467	4,156
Financial Expenses	973	966	1,131	1,123
Depreciation	2,967	2,819	2,471	2,349
Profit / Loss before tax	1,447	766	865	684
Tax Expenses	237	Nil	(7)	(15)
Profit after Tax	1,210	766	873	699

Note: Previous year''s figures have been re-grouped/re-classified wherever necessary to correspond with the current year''s classification/disclosure.

PERFORMANCE OVERVIEW

The highlights of the Company''s Standalone and Consolidated performance are as under:

Standalone: During the year there has been an 7% increase in the revenues from '' 29,669 Lakhs to '' 31,767 Lakhs. The Company''s profit for the financial year is '' 766 Lakhs whereas, in the last year, the profit before tax was '' 684 Lakhs.

Consolidated: During the year there has been an increase in revenue by 13.63% from '' 42,195 Lakhs to '' 47,946 Lakhs. The Company''s profit for the

financial year is '' 1,447 Lakhs whereas, in the last year, the profit before tax was '' 865 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'') as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon forms part of this Annual Report.

The consolidated financial statements presented by the Company include the financial results of its subsidiaries. The Audited financial statement of this entity have been reviewed by the Audit Committee.

Pursuant to Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by the Members. The Members can send an e-mail to investor@reproindialtd. com upto the date of the AGM and the same would also be available on the Company''s website URL: https://www.reproindialtd.com/investors/financial-results

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, your Company has two wholly-owned subsidiaries namely Repro Books Limited and Repro DMCC and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

During the financial year 2023-2024, Repro DMCC has been incorporated in Dubai, UAE and registered with the Registrar of Companies of the Dubai Multi Commodities Centre Authority (DMCCA). Your Company holds 100%

shareholding of Repro DMCC by becoming its Wholly Owned Subsidiary.

In terms of the provisions of the Listing Regulations, Repro Books Limited being a

Wholly Owned Subsidiary of Repro India Limited is a material subsidiary company as its turnover exceeds 10% of the consolidated turnover of Repro India Limited

in the immediately preceding accounting year. The Board has approved a Policy for determining material subsidiaries. The same is also available on the website of the Company at www.reproindialtd.com

Repro Books Limited is engaged in the Distribution of Books that is published and printed by the Company. The Revenue from operations for the year under review was ''18,858 lakhs. The Net Profit after tax stood at ''464 lakhs compared to ''175 lakhs in the last financial year.

A separate statement containing the salient features of financial statements of the Subsidiaries forms part of the consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Act, is set out in ''Annexure A'' to this report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at www.reproindiaitd.com

INDIAN ACCOUNTING STANDARDS (IND AS)

As notified by the Ministry of Corporate Affairs, the Company adopted Indian Accounting Standards (''Ind AS'') with effect from April 01, 2017.

TRANSFER TO RESERVES

The Company has transferred amounting to '' 1,24,99,920/- to General Reserves.

DIVIDEND

In order to conserve cash for Company''s operations, the Directors have not recommended any dividend for the financial year ended March 31, 2024.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Listing

Regulations is available on the Company''s website on https://investor. reDroindialtd.com/Ddf/2021-2022/DividendDistributionPolicv 14082021.pdf

CAPITAL STRUCTURE

During the year as on the date of the Report, the Authorised Share Capital of the Company is '' 25,00,00,000 - divided into 2,50,00,000 Equity Shares of '' 10/- each.

The Company''s issued, subscribed and paid-up share capital in the beginning of the year was '' 12,72,82,890/-. On April 03, 2024, the Company issued and allotted 5,20,830 Equity Shares of ''10/- each amounting to '' 52,08,300/-pursuant to Conversion of Warrants. On September 14, 2023, the Company issued and allotted 10,13,069 Equity Shares of '' 10 each amounting to ''1,01,30,690/- pursuant to preferential issue of Equity Shares. On October 24,

2023, the Company issued and allotted 35,100 Equity Shares of '' 10/- each, amounting to '' 3,51,000/- pursuant to exercise of stock options by the eligible participants of the Company under the Employee Stock Option Scheme - 2010.

As a result the issued, subscribed and paid-up capital increased from '' 12,72,82,890/- to ''14,29,72,880/- during the financial year ended on March 31,

2024.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the

Companies (Management and Administration) Rules, 2014, copies of the Annual Return of the company for the financial year 2023-2024 is available on the Company''s website at https://www.reproindialtd.com/investors/financial-results

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013.

The Company strives to achieve fairness for all stakeholders and to enhance longterm value to Shareholders.

In compliance with Regulation 34, read with Schedule V (C) of the Listing

Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the Listing Regulations, from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is

appended to this report.

CREDIT RATING

Your Company''s financial discipline and prudence is reflected in the strong credit

rating ascribed by the rating agency. The details of the credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

AUDITOR AND AUDIT REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

The current Statutory Auditors of the Company are M/s. MSKA & Associates (ICAI

registration number 105047W) who have been appointed at the 27^th Annual General Meeting (AGM) of the Company held on November 07, 2020 to hold

office for a term of 5 years i.e., till the conclusion of the 32^nd AGM.

The observation made in the Auditors'' Report on the Company''s financial statements for the financial year ended March 31, 2024 are self-explanatory and therefore do not require any further comments/information. The Auditors''

Report does not contain any qualifications, reservations or adverse remarks.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014,

M/s. Ram Agarwal and Associates, who have been appointed on August 09, 2024 in the Board Meeting conducted the Internal Audit of the Company during the

financial year 2023-2024 and report the same to the Audit Committee.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the

Company has appointed M/s. DM & Associates, Company Secretaries, LLP, in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31, 2024, is attached as ‘Annexure B-1'' which forms an integral part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of Regulation 24A of the Listing Regulations, the material unlisted subsidiary company i.e. Repro Books Limited appointed M/s. MMJB & Associates

LLP, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report of Repro Books Limited is

also set out in ‘Annexure B-2'' which forms an integral part of this report. The said report does not contain any qualifications reservations, adverse remark.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, your Company''s Board had eight members comprising of three Executive Directors, One Managing Director and four Independent Directors including two Women Independent Directors. The details of Board and

Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, there were no appointment/cessation/change in

Designation of Directors.

Re-appointment of Director(s) Retiring by Rotation

In line with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Mukesh Dhruve (DIN: 00081424) liable to retire by rotation at the ensuing AGM and being

eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Mukesh Dhruve

(DIN: 00081424) as Director, for your approval. Brief details, as required under

Secretarial Standard-2 and Regulation 36 of the Listing Regulations, forms part of the Notice.

Key Managerial Personnel

During the year under review, there has been no change in the Key Managerial Personnel (KMP) of the Company.

In terms of Section 203 of the Act, the following are the KMP of your Company:

1. Mr. Sanjeev Vohra, Managing Director.

2. Mr. Abhinav Vohra, Chief Financial Officer.

3. Ms. Almina Shaikh, Company Secretary & Compliance Officer.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors of your

Company confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Act, has been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of the Company for the financial year ended March 31, 2024;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of

the Act read with the Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board have been carried out. The criteria for the evaluation were broadly based on the SEBI''s Guidance Note on Board Evaluation.

The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board''s composition and accountability, their role in setting

strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman.

MEETINGS OF THE BOARD

The Board met 5(five) times during the year under review. The intervening gap between the meetings did not exceed 120 days as prescribed under the Act and

the Listing Regulations. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report which forms part

of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board currently has the following Five (5) Committees,

namely:-

• Audit Committee,

• Nomination and Remuneration Committee,

• Corporate Social Responsibility Committee,

• Stakeholders Relationship Committee, and

• Risk Management Committee.

Details of all the Committees such as term of reference, composition, and meeting held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they continue to meet the criteria of independence, as prescribed under Section 149 (6) of the Act and Regulation 16(1 )(b) of the Listing

Regulation. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Director possess the requisite mtegrity, experience, expertise, and proficiencey

required under all applicable laws and the policies of the Company.The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct of the Board of Directors and Senior Management Personnel.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on March 15, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the

Managing Director and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors

and assessed the quality, quantity and timelines of flow of information between the management and the Board that is necessary for the board to effectively and reasonably perform the duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme seeks to update the Independent Directors on various matters covering Company''s strategy, to understand the business functionaries, business model, operations, organisation structure, finance, risk management, etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Act and other statutes.

The policy and details of familiarisation programme imparted to the Independent Directors of the Company has been uploaded on the website of the Company www.reproindialtd.com

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee

in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company.

The CSR Policy is available on the website of your Company at https://investor. reDroindialtd.com/Ddf/2021-2022/CorDorateSocialResDonsibilitvPolicv 09032022.

pdf

The CSR Committee as on March 31, 2024 comprised of Mrs. Mahalakshmi Ramadorai as Chairperson, Mr. Dushyant Mehta, Mr. Vinod Vohra and Mr. Ullal. R. Bhat as Members of the Committee.

INVESTMENTS, LOANS, GUARANTEE AND SECURITY

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the financial statement

forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is available on the Company''s website at www.reproindialtd.com as required under Regulation 23 of the Listing Regulations; the Audit Committee has defined the material modification and has been included in the said Policy.

All the contracts, arrangements and transactions entered by the Company with related parties during the FY 2023- 2024 (including any material modification

thereof), were in the ordinary course of business and on an arm''s length basis and were carried out with prior approval of the Audit Committee. ALL related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was

obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the FY 2023-24 and

hence the same is not provided. The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company has one Employee Stock Option Plan as on March 31, 2024 viz. Repro India Limited Employee Stock Option Scheme 2010 (''Repro ESOS 2010'') (referred to as ''Scheme''). The Scheme are administered and monitored by the Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company. There are no material changes made to the above Schemes and the Scheme are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 [SEBI (SBEB) Regulations, 2014] as replaced by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEBSE) Regulations, 2021].

The NRC inter alia administers and monitors the Scheme of the Company in accordance with the applicable SEBI regulations.

During the FY 2023-2024, none of the employees were issued stock options

equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

During the financial year, 35,100 options were exercised and an equal number of equity shares of face value of ''10 each were allotted as fully paid up against the payment of the stipulated exercise price as per the Scheme.

The relevant details on the options granted and the accounting of their costs are set out in the notes to the accounts. Details of the ESOSs are uploaded on the Company''s website httDs://www.reDroindiaLtd.com/investors/financiaL-resuLts

TRANSFER OF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 and other applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years. Further, according to the Rules, the shares in respect of which a dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends during the financial year 2023-24. Further, the corresponding shares are also transferred as per the requirements of the IEPF rules, details of which are provided on our website at www.reproindialtd. com

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the Listing Regulations, there was no deviation/ variation in the utilisation of proceeds of funds raised through Conversion of

Warrants into Equity Shares and Preferential Allotment of Equity Shares that was allotted on April 04, 2023 and September 14, 2023 respectively.

PUBLIC DEPOSITS

During the financial year 2023-2024, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your Company has a proper and adequate internal financial control system, to ensure that all the assets are safeguarded and protected against loss from unauthorised use.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies,

the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

RISK MANAGEMENT

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company.

The Committee is responsible for monitoring and reviewing the risk management

plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Anlaysis, which forms part of this report.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015,

Your Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of insider trading in the organisation. The said codes are available on Company''s website at www. reproindialtd.com The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy and has established a vigil mechanism to provide avenues to the Directors and employees to bring to the

attention of the management.

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Your Company has Vigil Mechanism/Whistle Blower Policy as per the provision of Section 177(10) of the Act, and Regulation 22 of the Listing Regulations. The policy provides for a framework and process whereby concerns

can be raised by its employees against any kind of discrimination, harassment, victimisation or any other unfair practice being adopted against them. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms a part of this report.

CYBER SECURITY

In view of the increased cyberattack scenarios, the cyber security is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers

starting from the end user machines to network, application and the data. During the year under review, your Company did not face any cyber security issues.

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

The information on conservation of energy and technology absorption and foreign exchange earnings & outgo as stipulated under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is set out herewith as

''Annexure C to this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of the Directors, Key Managerial Personnel and particulars of employees is disclosed as per the provision of the Section 197 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in ''Annexure D'' to this Report.

HUMAN RESOURCES MANAGEMENT

The Human Resources Management (HRM) function has driven changes in the way Human Resources (HR) are managed and developed, striking a balance between business needs and individual aspiration. It focuses on improving the

way of work culture, employee engagement, productivity, work-life balance in an effective and efficient way.

Your Company took multiple actions to keep the workforce engaged. The HR Department is continuously looking at expanding opportunities for the employee''s growth. The broader our employees'' experience, education and background, the more diverse their opinions and insights, the deeper your

Company''s collective understanding grows. This results in a collaborative environment which respects individual needs and promotes ongoing development of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Report and gives detail of the overall industry structure,

developments, performance and state of affairs of the Company''s various

businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2023-24 under review and the same is presented in separate a section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, the BRSR for the FY 2023-24,

describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, your Directors confirm that there were no

significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (''POSH Act'')

The POSH Act stands as a crucial legislation in India dedicated to preventing sexual harassment. It was put in place to ensure a safe and secure working environment for women and to deter harassment in the workplace. We believe that POSH Act has played a significant role in promoting teamwork, diversity and trust within our Company. At Repro, we are committed to fostering a safe and professional work setting. In addition to maintaining a gender-neutral Anti-Sexual Harassment Policy, we comply withthe regulations of the POSH Act. To address complaints related to sexual harassment, we have established an Internal Committee.

Further, to support our Internal Committee, we have appointed an expert

specializing in the subject matter.

Following steps have been taken as a part of the ensuring that we comply to the statutory nature of the POSH Act this year:

POSH Committee: From the inception of the POSH Act, your Company has been compliant with the establishment of the POSH Committee. Complaints

of sexual harassment at work will be dealt with judiciously and expeditiously by this committee. The Committee Comprises female and male members, of whom

more than 50% are women.

There was no complaint about sexual harassment during the year under review.

LISTING FEES TO THE STOCK EXCHANGE

Your Company has paid the requisite annual listing fees to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where its securities are listed.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

AWARDS AND RECOGNITION

The financial year 2023-24 remained an another milestone year with many accolades bestowed on the Company. Your Company had participated in the Quality Circle Forum of India (''QCFI'') Mumbai chapter and won four Gold Trophies. Four case studies which were presented was:

a) Energy Conservation

b) Change over time reduction on Hunkler Machine

c) Reduction in Packing cost

d) Improvement in Binding department.

PRINT WEEK AWARD

Your Company participated in Print Week Award in three categories as follows.

a) Green Printing Company of the year

b) Book Printer of the Year (Print-on-Demand - POD)

c) Digital Printer of the year

APPRECIATION

Your Directors express their deep sense of appreciation and extend their sincere

thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forwarded to the continuance of the same in future.

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuous

assistance, support and co-operation received from all the stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.