Your Directors are pleased to present the Thirty-second (32^nd) 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, 2025.

BUSINESS OVERVIEW :

India's Rapid Rise in the Global Digital Publishing Industry

The global publishing industry is experiencing a profound transformation, fuelled by

the surge of e-commerce and changing consumer behaviours. As readers increasingly
seek convenience and curated selections online, the book market continues to grow

steadily, with India standing out as one of the fastest-growing regions.

In 2024, the global books market was valued at USD 151 billion and is projected
to reach USD 192 billion by 2030, growing at a CAGR of 4.2% between 2025 and
2030. India's book market alone generated USD 10.4 billion in revenue in 2024,

making it the fastest-growing regional market in the Asia Pacific.

Over the past decade, India's publishing landscape too has undergone
remarkable evolution, shaped by changing consumer buying patterns and
preferences. These shifts have sparked new directions in book publishing and

sales, driven by the robust growth of e-commerce and the adoption of digital
technologies by a young and increasingly literate population.

The Publishing industry - needs a solution For the traditional business model

Publishers today grapple with rising costs, rigid supply chains, and evolving
consumer behaviours. Your Company's technology-driven solutions empower

them to overcome these persistent challenges and thrive in the digital era.

Escalating costs from import duties, high printing and freight charges, and
overstocked warehouses raise the risk of obsolescence. Supply chains remain
inefficient, with long replenishment cycles of 4-6 weeks, delayed distributor

payments, and stressed working capital. At the same time, publishers miss out
on lucrative online opportunities due to low stock availability on e-commerce

platforms, weak marketing efforts, and poor title visibility and discoverability.

Your Company bridges these gaps by building and strengthening a tech-platform
that connects publisher content to readers —making books accessible on
demand, anytime and anywhere.

Repro: Innovating a disruptive publishing solution

By adopting an on-demand, technology-driven model, your Company enables
publishers to unlock value from their entire catalogue while doing away with

excess inventory, obsolete stock, warehousing overheads as well as increasing

freight and warehousing costs - all of which have been challenges publishers
have faced for decades.

This innovative tech solution also cuts down on sales and distribution costs Ý—

all without the need for upfront capital, because as soon as a book is ordered
online, it is either printed on demand - or shipped directly from a publisher's

warehouse, to reach a reader within a few days. Once ordered, the payment is
made online in real time and hence the cashflows are also received immediately
- taking away the challenge of delayed payments. This shift from a 'first produce
then sell' to the 'first sell then produce' model has revolutionised the business

model and has addressed all the challenges of the traditional publishing industry.

This strategic innovation has accelerated your Company's transition to digital-
first operations, strengthened profitability, and improved cash flow.

Bridging the gap between publishers and readers

Your Company's innovative, fully-integrated platform bridges the gap between

publishers and readers across the globe by offering instant, on-demand access
to a vast array of titles in an efficient and environmentally responsible manner.

By unifying content accessibility and discoverability, online ordering, printing,
e-commerce, distribution, and royalty tracking into a single, technology-driven
solution, Repro enables publishers to unlock the full potential of their backlist, boost
revenues, reach wider audiences, and enhance both profitability and cash flow.

In addition, through collaborations with top international publishing houses,
your Company meets market needs locally and instantly—replacing imported
books, cutting freight and duty costs, and making a positive impact by lowering
emissions and reducing its carbon footprint.

Publishers benefit from a smarter supply chain where titles never go out of

stock, thanks to digital smart-seller warehouses that keep entire catalogues live
and available across global e-retailers. The platform ensures a fully automated
order-to-delivery process, offering readers a seamless experience anywhere in
the world. By selling directly to readers and receiving upfront payments before
production, publishers capture the full book price, improve liquidity, and unlock
capital for marketing and brand-building efforts.

By bringing together production and distribution through a streamlined,
sustainable, and scalable solution, your Company empowers publishers to
expand their operations, enhance visibility in the marketplace, and connect with
broader audiences in the highly competitive global publishing landscape.

Monetising content catalogues

Your Company leverages technology to help publishers maximise the value

of their catalogues by transforming content into digital formats, enhancing
visibility, and fulfilling orders efficiently through a seamless hybrid distribution
network. This forward-thinking model accelerates growth, strengthens audience
connections, and boosts revenue for both publishers and Repro.

The platform already hosts over 700 publishers on a scalable digital ecosystem,
representing 55% of India's GMV in book titles. With a vast content repository
spanning key genres such as academic, self-help, fiction, influencer and YouTuber
books, and works by international authors, your Company ensures a wide and
diverse offering for readers.

Repro's solutions make it possible for publishers to reach readers cost-effectively
through an import-substitution model, making even high-priced titles—like

those in medicine and higher education—affordable and accessible to Indian
readers. The company pioneered an India-first B2B portal to digitise 100% of
publisher catalogues using automated ONYX ingestion, transforming them

into monetisable, metadata-driven content libraries. By leveraging AI-enhanced
metadata, your Company improves title discoverability and delivers curated,
customised book recommendations to readers.

Through its hybrid fulfilment model, your Company connects print-on-demand
infrastructure with publisher warehouses (via EIM), ensuring every online and
offline order is processed efficiently. This capability extends reach beyond India,

enabling Indian titles to be sold abroad and international titles to reach Indian
readers, with the potential to scale further into new geographies and partnerships.

By integrating content, technology, and distribution into one seamless system,

your Company empowers publishers to monetise their entire catalogue, engage
customers more effectively, and make books accessible to readers anytime,
anywhere in the world.

Harnessing the power of technology - leveraging growth

Your Company has developed — and continues to enhance — an advanced
technology platform that integrates publishers, their content, and global digital
marketplaces. Leveraging AI and machine learning, the system drives intelligent
decision-making, anticipates demand, improves content discoverability, and
supports on-demand production, ensuring readers worldwide can easily access
the books they want, exactly when they want them.

At the heart of this technology stack is the Onyx Automated Ingestion system, which

digitises and catalogues publisher content in real time, making every title instantly
discoverable and ready for order. Advanced AI and data analytics further enhance
content discoverability by recommending and marketing titles intelligently to the
right audience. Dynamic pricing tools powered by AI ensure automatic, competitive
price adjustments to capture the Buy-Box and maximise sales opportunities.

The platform integrates a centralised Warehouse Management System that
optimises inventory and fulfilment efficiency, while a hybrid supply chain
balances external inventory models with print-on-demand to deliver books
quickly and cost-effectively. Publishers benefit from a dedicated B2B portal

that offers real-time analytics, automated purchase orders, and robust cash¬
flow management for better operational control and transparency. All of this is
supported by a connected ERP system, which delivers actionable reporting and

enables data-driven interventions where needed.

Your Company's intelligent, scalable technology delivers a seamless reading
experience, higher discoverability for publishers, and improved sales
performance. By combining predictive technology with operational excellence,
Repro ensures the right book reaches the right reader at the right time •—

globally.

Human Capital - Building a Future ready workforce

Your Company places its people at the heart of its growth strategy, with a strong
emphasis on nurturing talent and building capabilities to keep pace with the

evolving needs of the publishing sector. As the organisation accelerates its digital
and technology-led transformation, closing skill gaps and equipping employees
for the future have become key priorities.

To this end, your Company has strengthened its leadership by bringing in senior
professionals from prestigious institutions such as IIT, alongside seasoned
industry experts with deep experience in book specialisation, online book selling,

international book sales, and supply chain technology. These leaders now drive
key areas of the business, including spearheading Bookscape initiatives, leading
the technology function, enhancing HR capabilities, and managing online
channels with targeted expertise.

By blending internal development with strategic external hiring, your Company
continues to build an agile, digitally-savvy workforce equipped to propel the

company into its next chapter of growth and innovation.

Innovating with technology, partnerships and platforms

Your Company continues to redefine operational and technological benchmarks
to ensure readers around the world receive books faster, at the best possible

cost, and with unmatched reliability. Strengthening its role as Amazon's
Preferred Support Partner by sharing actionable data insights and retaining its
position as the largest bookseller on Flipkart, your Company has also deepened
international distribution through its partnership with Ingram, making over
eight million books accessible across 45,000 global channels. Partnerships with
platforms like Meesho, Amazon UAE, Noon Dubai, and others have further
extended its global reach, while Bookscape —• Repro's own discovery-led digital
bookstore — has emerged as a unique, immersive, and piracy-free platform
connecting readers and publishers seamlessly.

Your Company has enhanced fulfillment speed and efficiency through localised
Micro-POD hubs in Bengaluru, enabling better service-level agreements,
improved margins, and greater visibility through Buy-Box wins. Automated,

real-time operations powered by a connected ecosystem of ERP, WMS, dynamic

pricing tools, and a central Control Tower ensure seamless end-to-end delivery.

Strategic alliances with contract printers also allow Repro to meet high-volume
demands for launches, frontlist titles, and influencer-led campaigns with agility.

Bookscape exemplifies your Company's vision for the future of book retail —
combining technology, storytelling, and community to create a differentiated
and engaging digital book-buying experience, true to its commitment to

innovation, quality, and cultural relevance.

Your Company's focus on innovation to enhance its journey of transforming the
publishing industry, will keep pushing the boundaries of implementing newer
technologies through a sustainable business model. It will ensure quick and

seamless adoption of newer methods so that publishers titles reach readers
anywhere in the world, at the best price, in the shortest time possible.

FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS

The summarised financial results of the Company for the financial year ended
March 31, 2025 are presented below:

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 18.58% decrease in the revenues from

' 31,767 Lakhs to ' 25,864 Lakhs. The Company's profit/loss for the financial year is
'(470) Lakhs whereas, in the last year, the profit before tax was ' 766 Lakhs.

Consolidated: During the year there has been decrease in revenue by 3% from

47,946 Lakhs to 46,595 Lakhs. The Company's profit for the financial year is (152)
Lakhs whereas, in the last year, the profit before tax was '1,447 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company and its subsidiaries for
FY 2024-25 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, 2025, 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.

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 '25,337 lakhs. The Net Profit after tax stood at '(272) lakhs
compared to '464 lakhs in the last financial year.

A separate statement containing the salient features of financial statements
of the Subsidiaries and Associate Company in Form AOC-1 forms part of the
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.reproindialtd.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 not transferred any amount 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, 2025.

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 ' 14,29,72,880/-. On November 18, 2024, the Company issued
and allotted 26,200 Equity Shares of ' 10/- each, amounting to ' 2,62,000/-
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
?14,29,72,880/- to ?14,32,34,880/- during the financial year ended on

March 31, 2025.

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 2024-2025 is available on the
Company's website at httDs://www.reDroindialtd.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
long-term 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 Members of the Company at their 27^th Annual General Meeting
(AGM), approved the appointment of M/s. M S K A & Associates, Chartered
Accountants, Firm Registration number 105047W, as the Statutory Auditors
for a term of five (5) years, to hold the office from the conclusion of the 27th
AGM until the conclusion of the 32^nd AGM, on such remuneration as may be
determined by the Board of Directors of the Company.

M/s. M S K A & Associates, Chartered Accountants, Firm Registration number
105047W, based on the recommendation of the Audit Committee and the Board
of Directors at their meetings held on May 19, 2025, will be re-appointed as the
Statutory Auditors of the Company in the ensuing 32^nd AGM to be held for FY25 for
a period of five (5) years, as per the provisions of the Companies Act, 2013. They
have indicated their willingness to continue as the Statutory Auditors for the next
term, and hence their re-appointment is being recommended to the members
for a further period of five (5) years, from the conclusion of 32^nd AGM until the
conclusion of 37^th AGM of the Company at such remuneration as may be approved
by the Board, in addition to the applicable taxes and reimbursement of out of
pocket expenses as may be incurred in connection with the audit of the books.

The notes on financial statements referred to in the Auditors' Report are self¬
explanatory and therefore do not require any further comments/information.
The Auditors' Report does not contain any qualifications, reservations,
adverse remarks or disclaimer.

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 had been re-appointed on May 19, 2025
in the Board Meeting conducted the Internal Audit of the Company during the

financial year 2024-2025 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. Makarand M. Joshi and Co., Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for
a period of 05 (five) consecutive years commencing from FY 2025-26 till
FY 2029-30, subject to the approval of the Shareholders of the Company at
the ensuing Annual General Meeting.

The Secretarial Audit Report for the financial year ended March 31, 2025, 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. Makarand M.
Joshi and Co. Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for the financial year ended March 31, 2025. 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, 2025, 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 following changes on the Board of
the Company.

* Mr. Ullal R. Bhat and Mrs. Mahalakshmi Ramadorai retired from the Board on August 30, 2024 upon
completion of their second term as Independent Directors.

#Mr. Arindam Ghosh and Ms. Divya Krishnan were appointed as Independent Directors on the Board of
Directors of the Company on August 30, 2024 and September 13, 2024, respectively for a term of five
(5) years. Their appointments were approved by the Shareholders of the Company through a postal
ballot concluded on November 24, 2024.

Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve
were re-appointed as the Whole-time Directors of the Company for a further
term of three (3) years w.e.f. February 28, 2025, their reappointments were
approved by the Shareholders of the Company through a postal ballot concluded
on May 02, 2025.

The Board of Directors through its Circular Resolution dated July 04, 2025, and

based on the recommendation of Nomination and Remuneration Committee
approved the appointment of Mr. Sanjay Asher (DIN: 00008221) as an
Independent Director of the Company, with effect from July 04, 2025, for a term
of five consecutive years i.e., up to July 03, 2030, subject to the approval of the

Members at the ensuing 32^nd AGM of the Company.

The Board recommends the appointment of Mr. Sanjay Asher (DIN: 00008221)

as an Independent Director, for your approval. Brief details, as required under
Secretarial Standard-2 and Regulation 36 of the Listing Regulations, forms part
of the Notice.

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. Rajeev Vohra
(DIN: 00112001) liable to retire by rotation at the ensuing 32^nd AGM and being
eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Rajeev Vohra (DIN: 00112001)

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, 2025, 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, 2025 and of the profit of the Company for the
financial year ended March 31, 2025;

(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.

The Board of Directors has expressed its satisfaction with the evaluation process.

MEETINGS OF THE BOARD

The Board met 4(four) 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, 2025, 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 integrity, experience, expertise, and proficiency

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.

In terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors

of the Company have confirmed that they have registered with the databank
maintained by the Indian Institute of Corporate Affairs.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 12, 2025 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.

Periodic presentations were made at the Board meetings apprising the Board
Members about the finer aspects of the Company's businesses, the challenges
faced/anticipated, and an overview of future business plans, including
budgets, operations, performance of the business, business model, risks, and
opportunities for the businesses, strategic future outlook, and the way forward.

In terms of Clause 25(7) of the Listing Regulations, details of the 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 httDs://investor.reDroindialtd.com/Ddf/2021-2022/
CoroorateSocialResoonsibilityPolicv 09032022.pdf

The CSR Committee as on March 31, 2025 comprised of Mr. Arindam Ghosh as
the Chairperson, Mr. Dushyant Mehta, Mr. Vinod Vohra and Ms. Divya Krishnan 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 2024- 2025 (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. AH 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 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 2024¬
25 and hence the same is not provided. The details of the transactions with
related parties during FY 2024-25 are provided in the accompanying financial
statements.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company has one Employee Stock Option Plan as on March 31, 2025 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 2024-2025, 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, 26,200 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 ESOPs 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'), ail 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. In compliance with the
aforesaid provisions the Company has transferred the unclaimed dividends and
corresponding shares to IEPF. The details of the unclaimed dividend during the
last seven years and also the details of the unclaimed shares transferred to IEPF
are provided on our website at www.reproindialtd. com

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

During the year, there were no funds raised, nor any allotment done by the Company.

PUBLIC DEPOSITS

During the financial year 2024-2025, 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
unauthorized 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 Analysis, 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,
victimization or any other unfair practice being adopted against them. No person
has been denied access to the Chairman of the Audit Committee. The Whistle
Blower Policy has been placed on website of the Company.

During the year, there were no whistle blower complaints received by the Company.

CYBER SECURITY

In view of the increased cyber attack 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 2024-25 under review and
the same is presented in separate a section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR)

As stipulated under Regulation 34 of the Listing Regulations, the BRSR for the FY

2024-25 is presented as a separate section and 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 with the
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.

reporting of fraud

There were no instances of fraud, during the financial year 2024-25, which
required the Statutory Auditors to report to the Audit Committee and / or Board
under Section 143(12) of the Act and Rules framed thereunder.

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.

DISCLOSURE W.R.T VALUATION

The requirement to disclose the details of difference between amount of the

valuation done at the time of onetime settlement and the valuation done, while
taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable during the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the
Company's business.

DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT
BENEFICIAL OWNER (SBO)

Ms. Almina Shaikh, Company Secretary and Compliance Officer of the Company
has been appointed as the Designated Person, who shall be responsible
for furnishing, identifying Significant Beneficial Owner and extending the
cooperation for providing the information to the Registrar, pursuant to the Rule

9(3) of the Companies (Management and Administration) Rules, 2014.

PROCEEDINGS UNDER THE INSOLVENCY & BANKRUPTCY
CODE, 2016 AND ONE TIME SETTLEMENT

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company

affirms that for the year ended on March 31, 2025, there were no proceedings,
either filed by the Company or against the Company pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law
Tribunal or any other court.

There was no instance of one-time settlement with any bank or financial
institution.

AWARDS AND RECOGNITION

QCFI Mumbai Chapter Convention on Quality Concepts (CCQC)

During the year, Six Repro teams (Bhiwandi: 3, Surat: 3) participated in the
Quality Circle Forum of India's Annual Convention and won 5 Gold Trophies and 1

Silver Trophy.

The six case studies presented were:

a) Reduction in Packaging Costs

b) Process Improvement on Lamination Machine by using LQC Methodology

c) Reduction in Paper Wastage by using LQC Methodology

d) Book Transport Conveyor systems upgrade & OEM repacement

e) Reduction in plate wastage & Muda of Transportation through layout change.

f) Reduction in Breakdown Hours.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis
Report describing the Company's objectives, projections, estimates, expectations

or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially,
from those expressed or implied. Important factors that could make difference
to the Company's operations include raw material availability and its prices,
cyclical demand and pricing in the Company's principal markets, changes in
Government regulations, Tax regimes, economic developments within India
and the countries in which the Company conducts business and other ancillary
factors.

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.

For and on behalf of the Board of Directors

Sd/-

VINOD VOHRA

DIN: 001 12245
Chairman

Address: 11^th Floor, Sun Paradise Business Plaza,

B Wing, Senapati Bapat Marg, Lower Parel,

Mumbai 400 013

Place: Mumbai
Date: May 19, 2025