Repro India Ltd. — Board/Management Information 2019

Aug 31, 2019

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August 31, 2019

To, SSE Limited, P. J. Towers, Dalal Street, Mumbai - 400001 (Scrip Code : 532687)

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

Dear Sir/ Madam,

Sub: Intimation under Regulation 31A of the SEBI (listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018

In continuation to our letter dated May 28, 2019 and pursuant to Regulation 31A of SESI (Listing Obligation and Disclosure Requirements) {Sixth Amendment) Regulations, 2018, we hereby inform you that the Shareholders of the Company at their Annual General Meeting held today i.e. August 31, 2019 have unanimously approved the resolution for Reclassification of status of Promoter and Promoter Group from "Promoter Category" to "Public Category".

We are enclosing a copy of the said resolution along with the explanatory statement for your information and records.

Thanking you,

Yours faithfully, For Repro lndiaJJmited, Kajal Damania Company Secretary & Compliance Officer

Encl: As above

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE 26TH ANNUAL GENERAL MEETING OF REPRO INDIA LIMITED HELD ON SATURDAY, AUGUST 31, 2019 AT 11.30 A.M. AT M.I.G. CRICKET CLUB, GALAXY HALL, 2ND FLOOR, M.I.G. COLONY, SANDRA (EAST), MUMBAI 400 051

To consider and approve re-classification of Promoters Shareholding into Public pursuant to the provisions of Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018:

"RESOLVED THAT pursuant to the provisions of Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 and any other laws and regulations as may be applicable from time to time (including any statutory modifications or re-enactments thereof for the time being in force), and other applicable provisions, subject to necessary approvals from the Stock Exchanges and other appropriate statutory authorities, as may be necessary, the approval of the Members, be and is hereby accorded to reclassify the following persons (hereinafter individually & jointly referred to as the "Applicants") and currently forming part of the "Promoter and Promoter Group" holding 1,68,480 Equity Shares aggregating to 1.39% of the paid up capital of the Company, from "Promoter & Promoter Group" shareholding of the Company to the "Public" shareholding of the Company:

Name	No. of Equity Shares	Percentage
Promoter and Promoter Group Dee pa Rajeev Vohra 44,100 0.36 Rahul Vinod Vohra 37,112 0.31
Tanya Rajeev Vohra 35,000		0.2S
Renu Sanjeev Vohra 30,000 0.25 Renu Vinod Vohra 8,920 0.07
Shruti MukeshDhruve 7,799 0.06
AanchalNavinSachdev 3,320 0.03 NirbhaySachdev 2,229 0.02
Abhinav Vi nod Vohra 0 0
Total 1,68,480 1.39%

RESOLVED FURTHER THAT on approval of the Stock Exchange(s) upon application for reclassification of the aforementioned applicants, the Company shall effect such re-classification in the Statement of Shareholding pattern from immediate succeeding quarter under Regulation 31 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and compliance to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and other applicable provisions.

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RESOLVED FURTHER THAT the any one of the Directors or Company Secretary & Compliance Officer of the Company, be and is hereby authorized to perform and execute all such acts, deeds, matters and things including but not limited to making timely intimation to stock exchange(s), and to execute all other documents required to be filed in the above connection and to settle all such questions, difficulties or doubts whatsoever which may arise and take all such steps and decisions in this regard to give full effect to the aforesaid resolutions."

CERTIFIED TRUE COPY

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CERTIFIED TRUE COPY OF THE STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2019 PASSED BY THE MEMBERS OF REPRO INDIA LIMITED AT THE 26TH ANNUAL GENERAL MEETING HELD ON SATURDAY, AUGUST 31, 2019 AT 11.30 A.M. AT M.I.G. CRICKET CLUB, GALAXY HALL, 2ND FLOOR, M.I.G. COLONY, BANDRA (EAST), MUMBAI 400 051

To consider and approve re-classification of Promoters Shareholding into Public pursuant to the provisions of Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018:

The Company received applications from the person (as set out below) pursuant to Regulation 31A of the Listing Regulations for classifying them under the Public Category since their names have been included as a part of the Promoter and Promoter group.

They are financially independent persons, who take independent investment decisions and are no way related to any of the business carried out by the Company. Further they do not hold any key managerial position or representations of the Board of Directors in the Company and have not engaged in any management or day to day affairs of the Company and also do not have any right either to appoint any Director of the Company or an ability to control the management or policy decisions of the Company in any manner whatsoever including by virtue of their shareholding. Further, they shall not act as a key management person of the Company for a period of more than three years from the date of the shareholders approval in relation to this reclassification. None of their act influences the decision taken by the Company and they do not have any special right through formal or informal arrangements with the Company or with the Promoter of the Company.

Name Promoter and Promoter Group Dee pa Rajeev Vohra Rahul Vinod Vohra Tanya Rajeev Vohra Renu Sanjeev Vohra Renu Vinod Vohra Shruti Mukesh Dhruve Aanchal Navin Sachdev Nirbhay Sachdev Abhinav Vi nod Vohra Total	No. of Equity Sh 4 3 3 3 1,6	ares Percentage 4,100 0.3€ 7,112 0.31 5,000 0.29 0,000 0.25 8,920 0.07 7,799 O.OE 3,320 0.03 2,229 0.02 0 0 8,480 1.39%

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Vide their letters dated May 23, 2019, the Promoter and Promoter Group have requested the Company for:

• (i) declassification of the various persons (as mentioned in the table above) as the Promoter and Promoter Group; and

• (ii) reclassification of its shareholding of the various persons (as mentioned in the table above) as Public Shareholding,

In view of the explanations given by the Applicants as detailed above and in consideration to the conditions as stipulated in Regulation 31A of the Listing Regulations, the Board of Directors of the Company at their meeting held on May 28, 2019 have approved all the applications for reclassification received by the Company as above from Promoter and Promoter Group category to Public category subject to approval by the members and relevant regulatory authorities. As required, intimation has been sent to Stock Exchanges based on declaration received from the aforesaid persons.

Further as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957, the public shareholding as on date of the notice fulfils the minimum public shareholding requirement of at least 25% and the proposed reclassification does not intend to increase the public shareholding to achieve compliance with the minimum public shareholding requirement.

Further, in accordance with Regulation 31A of the Listing Regulations, the said reclassification requires the approval of the Stock Exchanges, where the shares of the Company are listed. In terms of the procedure adopted by the Stock Exchanges for granting such approval, the Stock Exchanges, inter alia, require that the Company obtain the consent of the Shareholders of the Company, for the said reclassification.

None of the Directors, Key Managerial Person, or their relatives is concerned or interested in this resolution except to the extent and manner set out in the resolution.

The Board recommend the passing of the resolution set out at item no. 4 of the Notice for the approval by the Shareholders of the Company.

CERTIFIED TRUE COPY Kajal Damania Company Secretary & Compliance Officer ACS A29764

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