Repro India Ltd

Dear Members,

Your Directors are pleased to present the Thirty-second (32nd) Annual Report covering the highlights of the finances, business and operations of yourCompany along with the Audited Financial Statements for the financial year ended March 31, 2025.

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 — 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 madeonlineinrealtimeandhencethecashflows receiv are also ed 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 profitabilityand 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 dedicated B2B portal quicklyandcost-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

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.

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 Rs. 31,767 Lakhs to Rs. 25,864 Lakhs. The Company?s profit/loss for the financial year is (470) Lakhs whereas, in the last year, the profit before tax wasRs. 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 wasRs.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 Rs.25,337 lakhs. The Net Profit after tax stood at (272) lakhs compared to Rs. 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. reproindialtd.com/pdf/2021-2022/DividendDistributionPolicy_14082021.pdf

CAPITAL STRUCTURE

During the year as on the date of the Report, the Authorised Share Capital of the Company is Rs. 25,00,00,000 - divided into 2,50,00,000 Equity Shares of Rs. 10/- each. The Company?s issued, subscribed and paid-up share capital in the beginning of the year was Rs. 14,29,72,880/-. On November 18, 2024, the Company issued and allotted 26,200 Equity Shares of Rs. 10/- each, amounting to Rs. 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 Rs.14,29,72,880/- to Rs.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 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 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 27th 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 32nd 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 32nd 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 32nd AGM until the conclusion of 37th 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 32nd 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 32nd 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, formspart 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; ta the maintenance of adequate (c) properandsufficient care has been 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 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 f independence, as o 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 ompany?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 https://investor.reproindialtd.com/pdf/2021-2022/ CorporateSocialResponsibilityPolicy_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 ancial 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. 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 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 Rs.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 https://www.reproindialtd.com/investors/financial-results

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. 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 ofthis 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 r 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 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

has complied with Duringthefinancialyear under 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.

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. shareho financialinstitutions, banks, governments, authorities, lders, clients, suppliers, customers and associates.