Repro India Ltd. — AGM Information 2021

Sep 9, 2021

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September 9, 2021

To, BSE Ltd., P. J. Towers, Dalal Street, Mumbai – 400001 (Scrip Code : 532687)

To, National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051 (Scrip Symbol – REPRO)

Dear Sir/Madam,

Sub: Notice of Extraordinary General Meeting (“EGM”)

We enclose herewith the Notice of Extraordinary General Meeting of the Company to be held on Wednesday, October 6, 2021 through Video Conferencing/ Other Audio Visual Means in accordance with the relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.

The Notice of EGM is also being made available on the website of the Company i.e. www.reproindialtd.com

This is for your information and records.

Thanking you,

Yours faithfully, For Repro India Limited

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Kajal Damania Company Secretary & Compliance Officer

Encl: As Above

_____________ Corporate & Reg. Office: 11th Floor, Sun Paradise Business Plaza, 'B' Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, India. Phone: 022-71914000 Fax: 022-71914001 Email: investor@reproindialtd.com Website: www.reproindialtd.com CIN: L22200MH1993PLC071431

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NOTICE

NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of Repro India Ltd. (CIN: L22200MH1993PLC071431), will be held on Wednesday , October 6, 2021 at 12.00 p.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered office of the Company situated at 11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 shall be deemed as the venue for the Meeting and the proceedings of the EGM shall be deemed to be made thereat, to transact the following business:

SPECIAL BUSINESSES:

1. Issuance of equity shares to Promoters of the Company, members of Promoter Group and non- promoters on preferential basis.

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, and 62(1)(c) of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any (including any statutory modifications(s) or reenactment thereof, for the time being in force), and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended up to date (“Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”) as in force and subject to other applicable rules, regulations and guidelines of Securities and Exchange Board of India (“SEBI”) and/or the stock exchanges where the shares of the Company are listed and enabling provisions of the memorandum and articles of association of the Company and subject to requisite approvals, consents, permissions and/ or sanctions of regulatory and other appropriate authorities, as may be required and subject to such conditions as may be prescribed by any of them while granting any such approvals, consents, permissions, and/ or sanctions (including but not limited to approval from the Competition Commission of India) and which may be agreed to, by the Board of Directors of the Company (“Board”, which term shall be deemed to include any committee constituted by the Board to exercise its powers including the powers conferred hereunder or any person authorised by the Board or its committee for such purpose), and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent and approval of the members of the Company be and is hereby granted to Board to create, offer, issue and allot at an appropriate time, in one or more tranches on a preferential basis, up to 625,000 equity shares of face value Rs. 10/- each (“Equity Shares”) for cash at a price of Rs. 480 per share, including a premium of Rs. 470 per share aggregating upto Rs. 300,000,000/- (Rupees Thirty Crores only) to the Promoters, Promoter Group and non – promoter categories of persons as follows:

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Sr. No.	Name	Category	No. of Equity Shares
1	Brijkishor Trading Private Limited	Body Corporate / Non PromoterGroup	218,750
2	Param Capital	Body Corporate / Non PromoterGroup	104,166
3	Trishakti Power Holdings PrivateLimited	Body Corporate / Non PromoterGroup	52,083
4	Pivotal Enterprises Private Limited	Body Corporate / Non PromoterGroup	31,250
5	Urjita Master	Individual/Non PromoterGroup	52,083
6	Maestro Logistics Private Limited	Body Corporate / Non PromoterGroup	5,208
7	Mihir Doshi	Individual/Non PromoterGroup	5,208
8	Sonam Parekh	Individual / Promoter andPromotergroup	10,416
9	Vinod Vohra	Individual / Promoter andPromotergroup	10,416
10	Sanjeev Vohra	Individual / Promoter and Promoter group	50,000
11	Rajeev Vohra	Individual / Promoter andPromotergroup	12,500
12	Trisha Mariwala	Individual / Promoter andPromotergroup	25,000
13	Kunal Vohra	Individual / PromoterandPromotergroup	25,000
14	Renu Sanjeev Vohra	Individual / Promoter andPromotergroup	12,500
15	Mukesh Dhruve	Individual / PromoterandPromotergroup	5,208
16	Shruti Dhruve	Individual / Promoter andPromotergroup	5,208
	Total		624,996

provided that the minimum price of equity shares so issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI (ICDR) Regulations for preferential issue and on such terms and conditions, as are stipulated in the explanatory statement attached and as determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws (“Preferential Issue of Equity Shares”) .

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the “Relevant Date” for the purpose of calculating the floor price for the issue of equity shares be and is hereby fixed as September 6, 2021 being the weekday 30 days prior to the date of Extraordinary General Meeting i.e. October 6, 2021.

RESOLVED FURTHER THAT all such equity shares to be issued and allotted by the Board shall be subject to provisions of Memorandum of Association & Article of Association of the Company and shall rank pari-passu in all respect including dividend with the existing equity shares of the Company;

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RESOLVED FURTHER THAT pursuant to the provisions of the Companies Act, 2013, the names of the Investor be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Investor inviting them to subscribe to the Equity Shares, as per the draft tabled at the Meeting and duly initialled by the Chairman for the purpose of identification and consent of the members of the Company is hereby accorded to the issuance of the same to the Investor inviting them to subscribe to the Equity Shares.

RESOLVED FURTHER THAT the monies received by the Company from the Investor for application of the Equity Shares pursuant to this preferential issue shall be kept by the Company in a separate bank account.

RESOLVED FURTHER THAT the Equity Shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and be issued in dematerialized form only. Further, the same shall be subject to lock-in for such period as may be prescribed under Regulation 167 of the SEBI ICDR Regulations. The equity shares so offered, issued and allotted will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deemed necessary, desirable and expedient for such purpose, including without limitation, issuing clarification on the offer, issue and allotment of the equity shares and listing of equity shares at the Stock Exchanges as per the terms and conditions of Listing Regulations and other applicable Guidelines, Rules and Regulations, to execute the necessary documents and enter into contracts, arrangements, agreements, documents (including appointment of agencies, intermediaries and advisor for the Preferential Issue), resolving all questions and doubt that may arise with respect to the offer, issued and allotment of equity shares, and to authorize all such person as may be deemed necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Shareholders of the Company and that the decision of the Board shall be final and conclusive;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the power herein conferred, to any committee or to one or more Directors or executive of the Company including making necessary filings with the Stock Exchanges and Regulatory Authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

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2. Issuance of Warrants Convertible into Equity Shares to Promoters of the Company, members of Promoter group and non-promoter on Preferential Basis:

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 23(1)(b), 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the shares of the Company are listed (“Stock Exchanges”), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company, and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, up to 625,000 convertible warrants (“Warrants”) at a price of Rs. 480/- per warrant with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the Company (“Equity Shares”) at a premium of Rs. 470/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating up to Rs. 300,000,000/- (Rupees Thirty Crores only), for cash to the

Promoters, Promoter Group and non – promoter categories of persons as follows:

Sr. **No. **	Name	Category	No. of Warrants
1	Brijkishor Trading Private Limited	Body Corporate / Non PromoterGroup	218,750
2	Param Capital	Body Corporate / Non PromoterGroup	104,166
3	Trishakti Power Holdings PrivateLimited	Body Corporate / Non PromoterGroup	52,083
4	Pivotal Enterprises Private Limited	Body Corporate / Non PromoterGroup	31,250
5	Urjita Master	Individual/Non PromoterGroup	52,083
6	Maestro Logistics Private Limited	Body Corporate / Non PromoterGroup	5,208
7	Mihir Doshi	Individual/Non PromoterGroup	5,208
8	Sonam Parekh	Individual / Promoter andPromotergroup	10,416

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9	Vinod Vohra	Individual / Promoter and Promotergroup	10,416
10	Sanjeev Vohra	Individual / PromoterandPromotergroup	50,000
11	Rajeev Vohra	Individual / Promoter andPromotergroup	12,500
12	Trisha Mariwala	Individual / Promoter andPromotergroup	25,000
13	Kunal Vohra	Individual / PromoterandPromotergroup	25,000
14	Renu Sanjeev Vohra	Individual / Promoter andPromotergroup	12,500
15	Mukesh Dhruve	Individual / Promoter andPromotergroup	5,208
16	Shruti Dhruve	Individual / PromoterandPromotergroup	5,208
	**Total **		624,996

on such terms and conditions, as are stipulated in the explanatory statement attached and as determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws (“Preferential Issue of Equity Shares”) .

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the “Relevant Date” for the purpose of calculating the floor price for the issue of equity shares be and is hereby fixed as September 6, 2021 being the weekday 30 days prior to the date of Extraordinary General Meeting i.e. October 6, 2021.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to the following terms and conditions:

• (i) The Warrant holders shall, subject to the SEBI ICDR Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/- each to the Warrant holders.

• (ii) An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).

• (iii) In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

• (iv) The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

• (v) Apart from the said right of adjustment mentioned in (iv) above, the Warrants by themselves, until exercise of the conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company.

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• (vi) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

• (vii) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the then existing Equity Shares of the Company.

• (viii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI ICDR Regulations from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the proposed allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard.”

Place: Mumbai Date: September 8, 2021

By Order of the Board of Directors For Repro India Limited Sd/- Kajal Damania Company Secretary & Compliance Officer

Registered & Corporate Office:

11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 CIN: L22200M1993PLC071431 Website: www.reproindialtd.com Email: investor@reproindialtd.com Tel: +91-022-71914000; Fax: +91-022-71914001

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NOTES:

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”), has vide its circular nos. 14/2020 and 17/2020 dated April 08, 2020 and April 13, 2020 respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19”, circular no. 20/2020 dated May 05, 2020, in relation to “Clarification on holding of General Meeting through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) and Circular no. 02/2021 dated January 13, 2021 in relation to “Clarification on holding of General Meeting through video conferencing (VC) or other audio visual means (OAVM)” (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - COVID-19 pandemic” and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the COVID -19 pandemic” (collectively referred as “SEBI Circular”) have permitted the holding of General Meeting through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the EGM of the members of the Company is being held through VC / OAVM.

2. Pursuant to the provisions of the Companies Act, 2013 (“Act”) a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and route map of the EGM are not annexed to this Notice.

3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the EGM through VC / OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to dinesh.deora@yahoo.com with a copy marked to evoting@nsdl.co.in and investor@reproindialtd.com

4. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice convening the EGM of the Company along with the process of e-voting is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice of the EGM will also be available on the Company’s website www.reproindialtd.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com

5. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the EGM.

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1. Members seeking any information with regard to any matter to be placed at the EGM are requested to write to the Company on or before October 4, 2021 through email on investor@reproindialtd.com. The same will be replied by the Company suitably.

2. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

3. The Members can join the EGM through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the EGM and the members can also join after the commencement of the EGM till the expiry of 15 minutes after such scheduled time by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on National Securities Depository Limited (“NSDL”) e-voting website at www.evoting.nsdl.com. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel’s, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

4. Instructions for e-voting and joining the EGM are as follows:

A. Voting through electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules 2014 as amended from time to time and Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by NSDL, on all the resolutions set forth in this Notice.

The instructions for Members voting electronically are as under:

• (i) The remote e-voting period begins at 9.00 a.m. on Sunday, October 3, 2021, and ends at 5.00 p.m. on Wednesday, October 5, 2021. During this period, Members holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Wednesday, September 29, 2021, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the EGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the EGM.

• (ii) The details of the process and manner for remote e-voting are explained herein below: Step 1: Access to NSDL e-voting system

• Step 2: Cast your vote electronically and join virtual meeting on NSDL e-voting system.

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Details on Step 1 are mentioned below:

I. Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL

A. NSDL IDeAS facility If you are already registered, follow the below steps: 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. 4. Click on “Access to e-Voting” appearing on the left hand side under e- Voting services and you will be able to see e-Voting page. 5. Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting. If you are not registered, follow the below steps: 1. Option to register is available athttps://eservices.nsdl.com. 2. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Please follow steps given in points 1-5 above. B. e-Voting website of NSDL 1. Open web browser by typing the following URL : https://www.evoting.nsdl.com/either on apersonal computer or on a

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	mobile phone. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. 3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.	mobile phone. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. 3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3.	Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest ishttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.comand click on New System Myeasi. After successful login of Easi / Easiest the user will be also able to see the e-Voting Menu. The Menu will have links of ESP i.e. NSDL portal. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/ Registration/Easi Registration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and e-mail as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) logging through their depository participants	1. You can also login using the login credentials of your demat account through your DP registered with NSDL / CDSL for e-Voting facility. 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meetingand e-Votingduringthe meeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30	evoting@nsdl.co.in
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022- 23058542-43

• II. Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under “Shareholders / Member” section.

3. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.

5. Your User ID details are given below:

Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical

  - a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID For example, if shares in demat your DP ID is IN300*** and Client ID is 12****** then your user account with NSDL. ID is IN300***12******

  - b) For Members who hold 16 Digit Beneficiary ID For example, if your Beneficiary ID is shares in demat 12************** then your user ID is 12************** account with CDSL

  - c) For Members holding EVEN Number followed by Folio Number registered with the shares in Physical company For example, if EVEN is 123456 and folio number is Form. 001*** then user ID is 123456001***

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

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• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

• i) If your e-mail ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and open the attachment i.e. a .pdf file. open the .pdf file.

The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• ii) In case you have not registered your e-mail address with the Company / Depository, please follow instructions mentioned below in this notice.

• If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

  • a) Click on “Forgot User Details / Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address.

• d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• 10.After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 are mentioned below:

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

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1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed.

3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@reproindialtd.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@reproindialtd.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (I) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

General Guidelines for Shareholders:

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www.evoting.nsdl.com to reset the password.

• In case of any queries relating to e-voting you may refer to the FAQs for Shareholders and e- voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800- 222-990 or send a request at evoting@nsdl.co.in.

• Members may send a request to evoting@nsdl.co.in for procuring user id and password for e- voting by providing demat account number / Folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained above.

• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

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Process for registration of e-mail id for obtaining Annual Report and user ID/password for e- voting and updation of bank account mandate:

Physical Holding

Send a request to the Registrar and Transfer Agents of the Company, LIIPL at rnt.helpdesk@linkintime.co.inproviding Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) for registering e-mail address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank, b) the Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions d) 9 digit MICR Code Number, and e) 11digit IFSC Code f) a scanned copy ofthe cancelled cheque bearing thename ofthefirst shareholder.

Demat Holding

Please contact your Depository Participant (DP) and register your e-mail address and bank account details in your demat account, as per the process advised by your DP.

• The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on September 29, 2021 i.e. the cut-off date.

• The members who have casted their vote by remote e-voting prior to the EGM may also attend/participate in the EGM through VC/ OAVM but shall not be entitled to cast their vote again.

• Once the vote on a resolution is cast by the members, such members shall not be allowed to change it subsequently.

• Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/ her existing User ID and password for casting the vote.

• Mr. Dinesh Kumar Deora, Practicing Company Secretary (Membership No. FCS: 5683) has been appointed as the Scrutinizer to scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner.

• At the end of discussion on the resolutions on which voting is to be held, voting by use of e-voting system will be allowed for all those Members who are present during the EGM through VC/OAVM but have not cast their votes by availing the e-voting facility. The e-voting module during the EGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

• The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

• The results declared along with Scrutinizer Report shall be placed on the Company’s website investor@reproindialtd.com and on the website of NSDL https://www.evoting.nsdl.com. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

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B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC / OAVM ARE AS UNDER:

• i. Members will be able to attend the EGM through VC / OAVM or view the live webcast of the EGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for access to NSDL e-Voting system. After successful login, you can see link of VC / OAVM placed under Join General meeting menu against company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu.

• ii. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL.

• iii. Facility of joining the EGM through VC / OAVM shall open 30 minutes before the time scheduled for the EGM.

• iv. All documents referred in this Notice, will be available electronically for inspection by the Members during the EGM. Members seeking to inspect such documents can send an e-mail to investor@reproindialtd.com

• v. Members who need assistance before or during the EGM, can contact NSDL on evoting@nsdl.co.in / 1800-222-990 or contact Ms. Pallavi Mhatre, Manager at pallavid@nsdl.co.in. Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications.

• vi. Members who would like to express their views/have questions may send their views/ questions in advance mentioning their name, demat account number/folio number, email id, mobile number at investor@reproindialtd.com on or before October 4, 2021. The same will be replied by the company during the EGM.

By Order of the Board of Directors For Repro India Limited

Sd/-

Place: Mumbai Date: September 8, 2021

Kajal Damania Company Secretary & Compliance Officer

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No. 1 & 2:-

The Board of Directors of the Company (“Board”) in their meeting held on Thursday, September 02, 2021, have approved the proposal for raising of funds for an amount not exceeding Rs. 100 Crores and further on their meeting held on Wednesday, September 08, 2021 approved preferential allotment of securities of the Company to the proposed subscribers by way of issue of:

(i) Upto 625,000 Equity shares having face value of Rs. 10/- each for cash at a price of Rs. 480/- per share, including a premium of Rs. 470/- per share aggregating upto Rs. 300,000,000/- (Rupees Thirty Crores only) to the Promoters, Promoter Group and non – promoter categories of persons as follows:

Sr. No.	Name	Category	No. of Equity Shares
1	Brijkishor Trading Private Limited	Body Corporate / Non PromoterGroup	218,750
2	Param Capital	Body Corporate / Non PromoterGroup	104,166
3	Trishakti Power Holdings Private Limited	Body Corporate / Non Promoter Group	52,083
4	Pivotal Enterprises Private Limited	Body Corporate / Non PromoterGroup	31,250
5	Urjita Master	Individual / Non PromoterGroup	52,083
6	Maestro Logistics Private Limited	Body Corporate / Non PromoterGroup	5,208
7	Mihir Doshi	Individual / Non PromoterGroup	5,208
8	Sonam Parekh	Individual / PromoterandPromotergroup	10,416
9	Vinod Vohra	Individual / Promoter andPromotergroup	10,416
10	Sanjeev Vohra	Individual / Promoter andPromotergroup	50,000
11	Rajeev Vohra	Individual / PromoterandPromotergroup	12,500
12	Trisha Mariwala	Individual / Promoter andPromotergroup	25,000
13	Kunal Vohra	Individual / Promoter andPromotergroup	25,000
14	Renu Sanjeev Vohra	Individual / PromoterandPromotergroup	12,500
15	Mukesh Dhruve	Individual / Promoter andPromotergroup	5,208
16	Shruti Dhruve	Individual / PromoterandPromotergroup	5,208
	Total		624,996

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• (ii) Upto 625,000 convertible warrants (“Warrants”) at a price of Rs. 480/- per warrant with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the Company (“Equity Shares”) at a premium of Rs. 470/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating up to Rs. 300,000,000/- (Rupees Thirty Crores only) for cash, to the Promoters, Promoter Group and non – promoter categories of persons as follows:.

Sr. No.	Name	Category	No. of Warrants
1	Brijkishor Trading Private Limited	Body Corporate / Non PromoterGroup	218,750
2	Param Capital	Body Corporate / Non PromoterGroup	104,166
3	Trishakti Power Holdings PrivateLimited	Body Corporate / Non PromoterGroup	52,083
4	Pivotal Enterprises Private Limited	Body Corporate / Non PromoterGroup	31,250
5	Urjita Master	Individual/Non Promoter Group	52,083
6	Maestro Logistics Private Limited	Body Corporate / Non PromoterGroup	5,208
7	Mihir Doshi	Individual / Non Promoter Group	5,208
8	Sonam Parekh	Individual / Promoter andPromotergroup	10,416
9	Vinod Vohra	Individual / PromoterandPromotergroup	10,416
10	Sanjeev Vohra	Individual / Promoter andPromotergroup	50,000
11	Rajeev Vohra	Individual / Promoter andPromotergroup	12,500
12	Trisha Mariwala	Individual / Promoter and Promoter group	25,000
13	Kunal Vohra	Individual / Promoter andPromotergroup	25,000
14	Renu Sanjeev Vohra	Individual / PromoterandPromotergroup	12,500
15	Mukesh Dhruve	Individual / Promoter andPromotergroup	5,208
16	Shruti Dhruve	Individual / Promoter andPromotergroup	5,208
	Total		624,996

In terms of Section 62(1)(c) read with section 42 of the Companies Act, 2013 and Rules made thereunder (the ‘Act’), and in accordance with the provisions of Chapter V “Preferential Issue” of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”) as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR Regulations, the Preferential Issue requires approval of the Members by way of a special resolution. The Board therefore, seeks

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approval of the Members as set out in the notice, by way of a special resolution.

Terms of Issue of Equity Shares:

• (i) All Equity Shares to be issued and allotted by the Board shall be subject to provisions of Memorandum of Association & Article of Association of the Company and shall rank paripassu in all respect including dividend with the existing equity shares of the Company

• (ii) the Equity Shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and be issued in dematerialized form only. Further, the same shall be subject to lock-in for such period as may be prescribed under Regulation 167 of the SEBI ICDR Regulations.

• (iii) The equity shares so offered, issued and allotted will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

Terms of Issue of Warrants:

• (i) The Warrant holders shall, subject to the SEBI ICDR Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/- each to the Warrant holders.

• (ii) An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).

• (iii) In the event that, a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

• (iv) The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

• (v) Apart from the said right of adjustment mentioned in (iv) above, the Warrants by themselves, until exercise of the conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company.

• (vi) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

• (vii) The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the then existing Equity Shares of the Company.

• (viii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI ICDR Regulations from time to time.

The following disclosures for the issue of equity shares and warrants on preferential basis are made in accordance with the provisions of Section 62 and The Companies (Prospectus and Allotment of Securities) Rules, 2014 and ICDR Regulations:

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i.	The objects of the issue	The Issue proceeds will be used for working capital need of the Company and general corporate purpose in such proportion and manner as the Board may determine form time to time.
**ii. **	The total number of shares or other securities to be issued	Up to 625,000 Equity shares having face value of Rs. 10/- each for cash at a price of Rs. 480 per share, at premium of Rs 470 per share, aggregating upto Rs. 300,000,000/-/- (Rupees Thirty Crores only) and upto 625,000 convertible warrants (“Warrants”) at a price of Rs. 480/- per warrant with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- each of the Company (“Equity Shares”) at a premium of Rs. 470/- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating up to Rs. 300,000,000/- (Rupees Thirty Crores only) for cash.
**iii. **	The price or price band at which the allotment is proposed	The issue price is Rs. 480/- per Equity Share and Warrant provided that the minimum price of equity shares so issued shall not be less than the price arrived at, in accordance with Chapter V of the ICDR Regulations. An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).
**iv. **	Basis on which the price has been arrived at	The equity shares of Company are listed on Stock Exchange viz. BSE Limited and National Stock Exchange of India Limited (“NSE”) and are frequently traded in accordance with the ICDR Regulations. In terms of the applicable provisions of ICDR Regulations the price at which equity shares shall be allotted shall not be less than higher of the following: (a) Average of the weekly high and low of the volume weighted average price of the equity shares of the Company quoted on the Stock Exchange, during the Twenty Six (26) weeks preceding the Relevant Date; or (b) Average of the weekly high and low of the volume weighted average price of the equity shares of the Company quoted on the Stock Exchange, during the Two (2) weeks preceding the Relevant Date. The higher minimum issue price arrived at after calculating in the aforesaid manner has been considered as minimum issue priceissuefortheissue of Equity Shares.

19

			For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]	For the purpose of computation of the minimum specified price per Equity Share, the National Stock Exchange Limited has the higher trading volume and the minimum specified price is Rs. 475.75 (Four Hundred Seventy Five Rupees and Seventy Five Paisa only) per Equity Share and the price at which the Preferential Issue is being made (as determined in accordance with the SEBI ICDR Regulations) is Rs, 480/- (Rupees Four Hundred Eighty only) per Equity Share and Warrant [which has been higher than the minimum specified price per Equity Share]
**v. **	The relevant date on the basis of which price has been arrived at		September 6, 2021 being the 30 days prior to the date of Extraordinary General Meeting i.e. October 6, 2021.
**vi. **	The class or classes of persons to whom the allotment is proposed to be made				Pre Issue		*Post Issue **
			Name of Investor	Identity of Natural Person who are the Ultimate Beneficial Owner of the Shares proposed to be issued	No. of Shares	%	No. of Shares	%
			Non Promoter
			Brijkishor Trading Private Limited	1. Mr. Madhusudan Kela 2. Mrs, Madhuri Kela	Nil	Nil	437,500	3.28
			Param Capital	Mukul Agarwal	Nil	Nil	208,332	1.56
			Trishakti Power Holdings Private Limited	Paresh Doshi	Nil	Nil	104,166	0.78
			Pivotal Enterprises Private Limited	1. Arun Shah 2. Sonali Shah	Nil	Nil	62,500	0.47

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				3. Bimal Parekh 4. Malika Parekh 5. Sushila Parekh 6. Rohan Parekh 7. Rashi Parekh 8. Jayesh Parekh 9. Hina Parekh 10. Nalini Parekh 11. Rishabh Parekh 12. Sonam Parekh
			Urjita Master	Not Applicable	Nil	Nil	104,166	0.78
			Maestro Logistics Private Limited	Jayant Rajaram Patil	Nil	Nil	10,416	0.08
			Mihir Doshi	Not Applicable	Nil	Nil	10,416	0.08
			Promoter and Promoter group
			Sonam Parekh	Not Applicable	312,000	2.58	332832	2.50
			Vinod Vohra	Not Applicable	Nil	Nil	20,832	0.16
			Sanjeev Vohra	Not Applicable	8,050	0.07	108,050	0.81

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			Rajeev Vohra	Not Applicable	Nil	Nil	25,000	0.19
			Trisha Mariwala	Not Applicable	41,000	0.34	91,000	0.68
			Kunal Vohra	Not Applicable	55,000	0.45	105,000	0.79
			Renu Sanjeev Vohra	Not Applicable	33,078	0.27	58,078	0.44
			Mukesh Dhruve	Not Applicable	200,500	1.66	210,916	1.58
			Shruti Dhruve	Not Applicable	7,799	0.06	18,215	0.14
			* assuming full conversion of Warrants
vii.	Intention of Promoters, directors or key managerial personnel to subscribe to the offer		Nine, Promoter/Promoter Group, is intending to participate/subscribe to the proposed issue and no other directors or key managerial personnel of the Company are subscribing to this offer.
viii	The proposed time within which the allotment shall be completed		Under Regulation 170 of the ICDR Regulations, Preferential Allotment of the Equity Shares is required to be completed within a period of 15 (fifteen) days from the date of passing of the special resolution of the shareholders of the Company or within the statutory time limits prescribed by the regulatory authorities subject to all the necessary approvals being in place. If any approval or permissions by any regulatory or statutory authority or the Central Government for allotment is pending, the period of 15 (fifteen) days shall commence from the date of such approval or permission being obtained. The Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the shareholders of the Company, allot the corresponding number of Equity Shares in dematerialized form.

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**ix. **	The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them				%* 3.28 1.56 0.78 0.47 0.78 0.08 0.08 2.50 0.16 0.81 0.19 0.68 0.79 0.44 1.58 0.14
			Sl. No.	Name of the proposed Allottees	%*
			1.	Brijkishor Trading Private Limited	3.28
			2	Param Capital	1.56
			3	Trishakti Power Holdings Private Limited	0.78
			4	Pivotal Enterprises Private Limited	0.47
			5	Urjita Master	0.78
			6	Maestro Logistics Private Limited	0.08
			7	Mihir Doshi	0.08
			8	Sonam Parekh	2.50
			9	Vinod Vohra	0.16
			10	Sanjeev Vohra	0.81
			11	Rajeev Vohra	0.19
			12	Trisha Mariwala	0.68
			13	Kunal Vohra	0.79
			14	Renu Sanjeev Vohra	0.44
			15	Mukesh Dhruve	1.58
			16	Shruti Dhruve	0.14
			* assumingfullconversionof Warrants
**x. **	Change in control, if any in the Company that would occur consequent to the preferential offer		There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Shares & Warrants and including the conversion thereof into Equity Shares of the Company.
**xi. **	Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price.		NIL

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==> picture [549 x 557] intentionally omitted <==

----- Start of picture text -----

xii. Justification for the Not Applicable
allotment proposed to be
made for consideration
other than cash together
with valuation report of
the registered valuer.
xiii The Shareholding pattern Shareholding before the offer:
of the Company before (as on September 3, 2021)
and after the allotment of
securities under the Refer Annexure A
preferential offer
xiv Lock-In Period The Equity Shares issued and Equity Shares being allotted
pursuant to exercise of such warrants shall be subject to a
Lock-in for such period as specified under Regulation 167 of
the ICDR Regulations.
xv. The identity of the Name of the Name of the % of Pre Change
natural persons who are proposed Individual and Post in control
the ultimate beneficial allottee Who are Preferential (IV)
owners of the shares (I) Ultimate issue
proposed to be allotted Beneficial Capital
and/or who ultimately Owners / Holding
control the proposed possess (III)
allottees, the percentage ultimate
of post preferential issue control
capital that may be held (II)
by them an Brijkishor 1. Mr. Pre issue : Nil No
Trading Madhusudan
Private Kela Post Issue :
Limited 3.28%
2. Mrs,
Madhuri Kela
Param Mukul Pre issue : Nil No
Capital Agarwal
Post Issue :
1.56%
Trishakti Paresh Doshi Pre issue : Nil No
Power
Holdings Post Issue :
Private 0.78%
Limited
----- End of picture text -----*

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			Pivotal Enterprises Private Limited	1. Arun Shah 2. Sonali Shah 3. Bimal Parekh 4. Malika Parekh 5. Sushila Parekh 6. Rohan Parekh 7. Rashi Parekh 8. Jayesh Parekh 9. Hina Parekh 10. Nalini Parekh 11. Rishabh Parekh 12. Sonam Parekh	Pre issue : Nil Post Issue : 0.47%	No
			Urjita Master	Not Applicable	Pre issue : Nil Post Issue : 0.78%	No
			Maestro Logistics Private Limited	Jayant Rajaram Patil	Pre issue : Nil Post Issue : 0.08%	No
			Mihir Doshi	Not Applicable	Pre issue : Nil Post Issue : 0.08%	No
			Sonam Parekh	Not Applicable	Pre issue : 2.58% Post Issue : 2.50%	No

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			Vinod Vohra	Not Applicable	Pre issue : Nil Post Issue : 0.16%	No
			Sanjeev Vohra	Not Applicable	Pre issue : 0.07% Post Issue : 0.81%	No
			Rajeev Vohra	Not Applicable	Pre issue : Nil Post Issue : 0.19%	No
			Trisha Mariwala	Not Applicable	Pre issue : 0.34% Post Issue : 0.68%	No
			Kunal Vohra	Not Applicable	Pre issue : 0.45% Post Issue : 0.79%	No
			Renu Sanjeev Vohra	Not Applicable	Pre issue : 0.27% Post Issue : 0.44%	No
			Mukesh Dhruve	Not Applicable	Pre issue : 1.66% Post Issue : 1.58%	No
			Shruti Dhruve	Not Applicable	Pre issue : 0.06% Post Issue : 0.14%	No
xvi	Requirements as to re- computation of price:		Since the Equity Shares of the Company have been listed on the stock exchanges for a period of more than twenty six weeks prior to the Relevant Date, the Company is neither required to re-compute the price of the equity shares nor to submit undertakings specified under relevant provisions of ICDR Regulations.
xvi	Listing		The Company will make an application to the Stock Exchanges at which the existing shares are already listed, for listing of the equity shares being issued and equity shares that will be issued on conversion of Equity Warrants. Such Equity Shares, once allotted, shall rank pari-passu with the existing equity shares of the Company in all respects, including dividend.
xvi	Auditor’s Certificate		Statutory Auditors of the Company, MSKA & Associates, CharteredAccountantshaveissuedacertificate confirming

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		that the issue of the Equity Shares is being made in accordance with the requirements of the ICDR Regulations. A copy of the certificate will also be open for inspection at the Registered Office of the Company from 11.00 a.m. to 1.00 p.m. on any working day up to the date of the meeting.
xix	Other Disclosures/Undertaking	i. It is hereby confirmed that neither the Company nor any of its Promoters or Directors is willful defaulter and hence disclosures as specified in Schedule VI of the ICDR Regulations are not applicable. ii. The proposed allottees have not sold / transferred any equity shares during the six months preceding the Relevant Date. iii. None of the member of promoter and promoter group have not sold / transferred any equity shares during the six months preceding the Relevant Date iv. Report of the registered valuer is neither prescribed under Article of Association of the Company nor required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Issue.

Annexure A

Sr. No.	Category	Pre Issue No. of Shares as on September 3, 2021 (A)	% (B)	No. of Equity Shares to be Allotted ( C )	No. of Equity to be Allotted post conversion of Warrants (D)	Post Issue No. of Shares E= (A+C+D)*	% (F)*
A	**Promoters and Promoter Group Holding: **
1.	Indian:
	Individual/HUF	851,116	7.04	1,56,248	1,56,248	11,63,612	8.72
	Bodies Corporate	5,537,643	45.81	-	-	5,537,643	41.51
	SubTotal	6,388,759	52.85	1,56,248	1,56,248	6,701,255	50.24
2.	Foreign Promoters	-	-	-	-	-	-
	Sub Total(A)	6,388,759	52.85	**1,56,248 **	1,56,248	6,701,255	**50.24 **
B.	Non Promoter -	Public
1.	Institution:	-	-
a)	Institutional Investors	2,148,130	17.77	-	-	2,148,130	16.10
b)	Foreign Bodies Corporate	-	-	-	-	-	-

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2.	Non- Institution:	-	-	-	-	-	-
a)	Individuals	2,324,073	19.22	57,291	57,291	2,438,655	18.28
b)	Indian Bodies Corporate	682,247	5.64	411,457	411,457	1,505,161	11.28
c)	NRI (Repatriable)	30,851	0.26	-	-	30,851	0.23
d)	NRI (Non- Repatriable)	67,395	0.56	-	-	67,395	0.51
e)	Clearing Member	29,366	0.24	-	-	29,366	0.22
f)	Directors	116,300	0.96	-	-	116,300	0.87
g)	Trust	-	-	-	-	-	-
h)	NBFC	-	-	-	-	-	-
i)	Others	301,822	2.50	-	-	301,822	2.26
	Sub Total (B)	5,700,184	47.15	468,748	468,748	6,637,680	49.76
	TOTAL (A+B)	12,088,943	100.00	624,996	624,996	13,338,935	100.00

*Assuming full conversion of Warrants.

The approval of the Members by way of Special Resolution is required in term of the applicable provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations and accordingly the approval of the Members of the Company is being sought.

The Board of Directors of the Company believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out Item No. 1 & 2 in the accompanying notice for your approval.

None of the Directors or any Key Managerial Personnel(s) of the Company or their respective relatives, other than Vinod Vohra, Sanjeev Vohra, Rajeev Vohra, Sonam Parekh, Trisha Mariwala, Kunal Vohra, Renu Sanjeev Vohra, Mukesh Dhruve and Shruti Dhruve are concerned or interested financially or otherwise, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Company.

Place: Mumbai Date: September 8, 2021

By Order of the Board of Directors For Repro India Limited Sd/- Kajal Damania Company Secretary & Compliance Officer

Registered & Corporate Office:

11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 CIN: L22200M1993PLC071431 Website: www.reproindialtd.com Email: investor@reproindialtd.com Tel: +91-022-71914000; Fax: +91-022-71914001

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