Repro India Ltd. — Proxy Solicitation & Information Statement 2025

Apr 2, 2025

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April 02, 2025

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

National Stock Exchange of India Ltd . Exchange Plaza Bandra Kurla Complex Bandra East, Mumbai – 400051 Symbol: REPRO

Dear Sir/Madam,

Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’)

Pursuant to the provisions of Regulation 30 (read with Part A of Schedule III) of the SEBI Listing Regulations, we enclose herewith a copy of the Notice of Postal Ballot dated March 31, 2025 along with the Explanatory Statement (‘Notice’) which is being dispatched today i.e. April 02, 2025, seeking consent of the Members of the Company on the Special Resolutions as contained in the Notice by passing the following Proposed Resolutions, by means of Postal Ballot:

Sr. No	Description of Business(es)	Type of Resolution
1.	Re-appointment of Mr. Vinod Vohra (DIN: 00112245) as a Whole-time Director designated as a Chairman of the Company.	Special Resolution
2.	Re-appointment of Mr. Sanjeev Vohra (DIN: 00112352) as the Managing Director of the Company.	Special Resolution
3.	Re-appointment of Mr. Rajeev Vohra (DIN: 00112001) as a Whole-time Director designated as an Executive Director of the Company.	Special Resolution
4.	Re-appointment of Mr. Mukesh Dhruve (DIN: 00081424) as a Whole-time Director designated as an Executive Director of the Company.	Special Resolution

In terms of various circulars issued by the Ministry of Corporate Affairs, the Notice is being sent only by electronic mode to those members whose email addresses are registered with the Company/Depositories and whose names appeared in the Register of Members / list of beneficial owners maintained by the Company/Depositories as on Friday, March 28, 2025 (Cut-Off Date’). Physical copies of the Notice, Postal Ballot forms etc., are not being sent to the Members for this Postal Ballot. The assent or dissent on the above resolutions can be communicated by the members through remote e-voting process (e-voting’), within the following period:

__________________ 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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Commencement of e-voting	9.00 a.m. IST on Thursday, April 03, 2025
End of e-voting	5.00 p.m. IST on Friday, May 02, 2025
Result of e-voting by Postal Ballot	not later than 2 working days from the conclusion of remote e-voting

The Notice is also being uploaded on the Company’s website, i.e. www.reproindialtd.com, on the website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseinida.com respectively and on the website of our e-voting agency i.e. National Securities Depository Limited at www.evoting.nsdl.com.

This is for your information and records.

Thanking you

Yours faithfully,

For Repro India Limited

ALMINA BANU ABUBAKAR SHAIKH Digitally signed by ALMINA BANU ABUBAKAR SHAIKH DN: c=IN, o=Personal, pseudonym=1334590059628943206R1LYG4JaFTe2B, 2.5.4.20=bf566c52b250337f959ff07d29e8df22c60442dbe7d7198d9b99532c1d214ad5, postalCode=400060, st=Maharashtra, serialNumber=f3a5d0f483ef040c4e719eceec2b52d2b5fc32235decafc482d537f960ef145a, cn=ALMINA BANU ABUBAKAR SHAIKH Date: 2025.04.02 13:17:24 +05'30'

Almina Shaikh 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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REPRO INDIA LIMITED

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

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 110 and 108 of the Companies Act, 2013 read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 & Amendments thereto]

Dear Member(s),

Notice is hereby given to the Members of Repro India Limited (” Company” ) that, pursuant to and in compliance with the provisions of Sections 108 and Section 110 of the Companies Act, 2013 (“ Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules” ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ SEBI Listing Regulations” ), Secretarial Standard-2 on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and other applicable provisions of the Act and Rules made thereunder and the SEBI Listing Regulations, as amended from time to time, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in terms of the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA Circulars” ), that the Resolutions appended below, are proposed for consideration and approval by the Members of the Company for passing only by means of Postal Ballot by voting through electronic means (“ remote e-voting ”) only.

The Explanatory Statement, pursuant to the provisions of Section 102(1) of the Companies Act, 2013 and other applicable provisions read with the Rules, setting out all material facts relating to the proposed resolution in this Notice and additional information, as required under SEBI Listing Regulations and circulars issued thereunder is also attached.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read alongside the Rules and the MCA Circulars, the manner of voting on the proposed resolutions is restricted solely to e-voting i.e., by casting votes electronically instead of submitting Postal Ballot forms. The details of the procedure to cast the votes are included in the Notes to this Notice. Further, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company or their Depository Participant(s).

The Company has engaged the services of M/s. National Securities Depository Limited (“NSDL”), as the agency to provide e-voting facility.

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Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting	9.00 a.m. IST on Thursday, April 03, 2025
Conclusion of e-voting	5.00 p.m. IST on Friday, May 02, 2025
Cut-off date for eligibility to vote	Friday, March 28, 2025

The e-voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Friday, May 02, 2025, and will be disallowed thereafter.

The Board of Directors of the Company, appointed Mr. Dinesh Kumar Deora ( FCS: 5683 and COP No.: 4119) , Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner, who has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Scrutinizer shall submit his report, after the completion of scrutiny, to the Chairman of the Company or any person so authorized. The results of e-voting along with the Scrutinizer’s Report will be announced within 2 (two) working days from the conclusion of the e-voting and will be displayed on the Company’s website at https://www.reproindialtd.com and on the website of our e-voting service provider, M/s. National Securities Depository Limited at https://www.evoting.nsdl.com. The results will simultaneously be communicated to BSE Limited & National Stock Exchange of India Limited, where the shares of the Company are listed (Collectively known as “Stock Exchanges” ) and will also be displayed at the Registered Office of the Company.

The last date for e-voting of the Postal Ballot i.e. May 02, 2025, shall be deemed to be the date of passing of the resolution, if approved by the requisite majority.

SPECIAL BUSINESS:

1. Re-appointment of Mr. Vinod Vohra (DIN:00112245) as a Whole-time Director designated as a Chairman of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C), 26 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations), provisions of Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members be and is hereby accorded to re-appoint Mr. Vinod Vohra (DIN: 00112245) who has attained the age of 70 years, as a Whole-time Director designated as a Chairman of the Company for a further period of 3 (three) years with effect from February 28, 2025, not liable to retire by rotation, on the terms and conditions including

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remuneration as set out in the statement annexed to this Postal Ballot Notice, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Act / SEBI Listing Regulations.

RESOLVED FURTHER THAT the approval of the members to the appointment of Mr. Vinod Vohra in terms of this resolution shall be deemed to be their approval in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his continuation as a Director, notwithstanding his attaining the age of seventy-five years.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

2. Re-appointment of Mr. Sanjeev Vohra (DIN: 00112352) as the Managing Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C), 26 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations), provisions of Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members be and is hereby accorded to re-appoint Mr. Sanjeev Vohra (DIN: 00112352) as the Managing Director of the Company for a further period of 3 (three) years with effect from February 28, 2025, not liable to retire by rotation, on the terms and conditions including remuneration as set out in the statement annexed to this Postal Ballot Notice, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Act / SEBI Listing Regulations..

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. Re-appointment of Mr. Rajeev Vohra (DIN: 00112001) as a Whole-time Director designated as an Executive Director of the Company

To consider and if thought fit, to pass the following resolution as Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C), 26 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations), provisions of Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members be and is hereby accorded to re-appoint Mr. Rajeev Vohra (DIN: 00112001) as a Whole-time Director designated as an Executive Director of the Company for a further period of 3 (three) years with effect from February 28, 2025, liable to retire by

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rotation, on the terms and conditions including remuneration as set out in the statement annexed to this Postal Ballot Notice, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Act / SEBI Listing Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

4. Re-appointment of Mr. Mukesh Dhruve (DIN: 00081424) as a Whole-time Director designated as an Executive Director of the Company

To consider and if thought fit, to pass the following resolution as Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C), 26 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations), provisions of Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members be and is hereby accorded to re-appoint Mr. Mukesh Dhruve (DIN: 00081424) as a Whole-time Director designated as an Executive Director of the Company for a further period of 3 (three) years with effect from February 28, 2025, liable to retire by rotation, on the terms and conditions including remuneration as set out in the statement annexed to this Postal Ballot Notice, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Act / SEBI Listing Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Repro India Limited

Sd/Place: Mumbai Almina Shaikh Date: March 31, 2025 Company Secretary & Compliance Officer

Registered Office:

11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Tel: (022) 71914000 Email: investor@reproindialtd.com Website: www.reproindialtd.com

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Notes:

1. The Explanatory Statements pursuant to Section 102 and 110 of the Companies Act, 2013 (“Act”) read with the Companies (Management and Administration) Rules, 2014 (“Rules”) as amended from time to time setting out the material facts and reasons for the resolutions in respect of the proposed resolutions, are annexed hereto.

2. In terms of MCA Circulars, this Postal Ballot Notice along with the instructions regarding e-voting is being sent only through electronic mode to all those members, whose email addresses are registered with the Company or with MUFG Intime India Private Limited (“RTA/MIIPL”) or with the National Securities and Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) (“ Depositories” ) / Depository Participants and whose names appear in the Register of Members / list of Beneficial Owners, as on the cut-off date i.e. Friday, March 28, 2025.

3. The Notice is also uploaded on the website of the Company at https://www.reproindialtd.com/, websites of the Stock Exchanges, where the shares of the Company are listed i.e. BSE Limited and the National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL i.e. www.evoting.nsdl.com.

4. All the members of the Company, as on the cut-off date, shall be entitled to vote in accordance with the process specified in this Notice. Any person who is not a member on the cut-off date shall treat this Notice for information purpose only. In this Notice, the term member(s) or shareholder(s) shall be used interchangeably.

5. As per MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not sent to the members. The communication of Assent or Dissent of the Members shall take place through e-voting system only. The Company hereby requests all its members to register their email address, if not yet registered, by following the instructions mentioned under Note no. 10, below, to enable the Company to provide all communications through email.

6. The resolution, if passed by the requisite majority through Postal Ballot, shall be deemed to have been passed on the last date specified for e-voting i.e., May 02, 2025.

7. The e-voting facility will be available during the following voting period:

Commencement of e-voting	9.00 a.m. IST on Thursday, April 03, 2025
End of e-voting	5.00 p.m. IST on Friday, May 02, 2025

The e-voting will not be allowed beyond the aforesaid date & time and the e-voting module shall be forthwith disabled by NSDL, upon expiry of the aforesaid period. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

8. The vote in this Postal Ballot cannot be exercised through proxy.

9. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically, without any fee by the members from the date of circulation of this Notice, until the last date of e-voting. Members seeking to inspect such documents can send an

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email to investor@reproindialtd.com, mentioning his/her its Folio Number/DP ID and Client ID.

10. SEBI, vide its circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated 17[th] November, 2023 in supersession of its earlier circular no. SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated 17[th] May, 2023 & circular SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37 dated 16[th] March, 2023 has eliminated the provision, which mandated the freezing of folios with incomplete details w.r.t. PAN, KYC and Nomination for all holders of physical securities.

Further, SEBI, vide its circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 03[rd] November, 2021 (subsequently amended by circulars dated 14[th] December, 2021, 16[th] March, 2023 and 17[th] November, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from 01[st] April, 2024, upon their furnishing all the aforesaid details in entirety.

In case of non-updation of PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature in respect of physical folios, dividend/interest etc. shall be paid only through electronic mode with effect from 01[st] April, 2024, upon furnishing all the aforesaid details in entirety. If a security holder updates PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and Specimen Signature after 01[st] April, 2024, then the security holder would receive all the dividends/ interest etc. declared during that period (from 01[st] April, 2024 till date of updation) pertaining to the securities held after the said updation automatically.

11. Members are hereby informed that, in case of the joint holder, who is first in the order of the joint names, will be entitled to vote.

12. Members are requested to:

• i. Intimate RTA, immediately about any change in their addresses, if the shares are held in Physical form. If the shares are held in electronic form, then such change is to be informed to the Depository Participant (DP) and not to the Company / RTA.

• ii. Quote Registered Folio Number or Client ID-DP ID in all the correspondence with the Company / RTA.

• iii. Approach RTA of the Company for consolidation of Folios, if any / required.

• iv. Avail Nomination facility by filling and forwarding the nomination form to RTA, if not already done, if the shares are held in Physical form.

• v. Please note that pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2018/24 dated 08[th] June, 2018, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository, with effect from 05[th] December, 2018. Further, SEBI by its Press Release no. 49/2018 dated 03[rd]

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December, 2018 extended the timeline for transfer of shares held in physical form to 01st April, 2019.

• vi. Send all the physical share transfer lodgments (only in case of transmission or transposition) and related correspondence to the Company’s RTA at the address provided below, ideally up to/on or before the cut-off date. All queries or service requests in electronic mode should be submitted only through the RTA’s website via https://liiplweb.linkintime.co.in/helpdesk/Service_Request.html. Additionally, you can register on SWAYAM Portal to raise your queries at https://swayam.linkintime.co.in.

MUFG Intime India Private Limited

C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083, Maharashtra, India. Tel: (0) 8108116767 E-mail: rnt.helpdesk@linkintime.co.in Web: https://www.linkintime.co.in/

13. Instructions for Remote e-Voting:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps”, which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting for Individual shareholders, holding securities in Demat mode .

Pursuant to Section VI-C of SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023 pertaining to ‘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/registered Depository Participants (‘DPs’), in order to increase the efficiency of the e-voting process.

Login method for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL

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and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. 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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Individual		1. Users who have opted for CDSL Easi / Easiest facility, can
Shareholders			login through their existing user id and password. Option will
holding securities			be made available to reach e-Voting page without any further
in	demat	mode	authentication. The users to login Easi / Easiest are requested
with CDSL			to visit CDSL website
			2. After successful login the Easi / Easiest user will be able to see
			the e-Voting option for eligible companies where the e-Voting
			is in progress as per the information provided by company.
			On clicking the e-Voting option, the user will be able to see e-
			Voting page of the e-Voting service provider for casting your
			vote during the remote e-Voting period. Additionally, there is
			also links provided to access the system of all e-Voting Service
			Providers, so that the user can visit the e-Voting service
			providers’ website directly.
			3. If the user is not registered for Easi/Easiest, option to register
			is available at CDSL website www.cdslindia.com and click on

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login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B. Login method for e-Voting for Individual shareholders holding securities in demat 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 ‘Shareholder/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.

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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.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Numberregistered with the company for example, if EVEN is 123456 and folio number is 001 then user IDis 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.

3. 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.

4. c) How to retrieve your ‘initial password’?

5. 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.

6. ii) 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’.

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

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

9. 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

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

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

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

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

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

3. 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 on NSDL e-voting system?

• a. 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.

• b. Select “EVEN” of Company for which you wish to cast your vote during the remotevoting period.

• c. Now you are ready for e-voting as the Voting page opens.

• d. 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.

• e. Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number.

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

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

General Guidelines for Shareholders:

• a. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to dinesh.deora@gmail.com with a copy marked to evoting@nsdl.com, Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.

• b. 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 www.evoting.nsdl.com to reset the password.

• c. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Manager – NSDL at evoting@nsdl.com

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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 RESOLUTION 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 shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

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

4. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

PROCESS FOR REGISTRATION OF E-MAIL ID TO RECEIVE THIS POSTAL BALLOT NOTICE ELECTRONICALLY AND CAST VOTES ELECTRONICALLY

Physical Holding

Send a request to the Registrar and Transfer Agents of the Company, MUFG atrnt.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), Aadhaar (self-attested scanned copy of Aadhaar 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 of the cancelled cheque bearing the name of the first shareholder

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

Registration of e-mail address permanently with Company/DP

Members are requested to register the same with their concerned DPs, in respect of electronic holding and with MUFG Intime India Private Limited, in respect of physical holding, by submitting the request in Form ISR1 available on the website. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/ MUFG Intime India Private Limited to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

By Order of the Board of Directors Place: Mumbai For Repro India Limited Date: March 31, 2025

Sd/Almina Shaikh Company Secretary & Compliance Officer

Registered Office:

11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Tel: (022) 71914000 Email: investor@reproindialtd.com Website: www.reproindialtd.com

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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT

(Pursuant to the provisions of Section 102 of the Companies Act, 2013 read with SS-2 and Regulation 36(3) of SEBI Listing Regulations in respect of Item No. 1 to Item No 4.)

Item No:1, 2, 3 and 4

Re-appointment of Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve as Whole-time Directors of the Company for a term of 3 (three) consecutive years:

Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve were appointed as Whole-time Directors of the Company by the Shareholders at the Annual General Meeting of the Company held on July 30, 2022, effective from February 28, 2022 for a term of 3 (three) consecutive years, upto February 27, 2025. Subject to the members approval, the Board of Directors at their meeting held on February 12, 2025, re-appointed the aforesaid Directors for a further term of 3 (three) years with effect from February 28, 2025, on such terms & conditions including remuneration, as determined/ recommended by the Nomination and Remuneration Committee of the Board of Directors.

Pursuant to Section 196(3) of the Companies Act, 2013 and other applicable provisions, no company shall appoint or continue the employment of any person as Managing Director, Whole-time Director or Manager who is below the age of Twenty-One years or has attained the age of Seventy Years. In view of this, it is therefore proposed to seek members’ approval for the re-appointment and remuneration payable to Mr. Vinod Vohra, who has attained the age of 70 years and Mr. Sanjeev Vohra, who will reach the maximum age limit during the tenure of his reappointment.

Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve are the Directors of the Company and during the last 26 years have managed and steered the Company extremely successfully and have been responsible for the Company’s achievement of consistently good financial results year after year and has successfully demonstrated their abilities and excellence in the growth path of the Company and has substantially contributed to the consistent performance of the Company.

The Whole-time Directors satisfy all the conditions set out in Part-1 of Schedule V to the Act as also the conditions set out under Section 196(3) of the Act for being eligible for this appointment.

The Board of Directors have, accordingly, considered the following terms and conditions of the appointees as per the recommendations of the Nomination & Remuneration Committee which is in accordance with Schedule V of the Companies Act, 2013:

I. Remuneration:

• a) Salary: Not exceeding Rs.14,00,000 per month

• b) Commission : At such a rate as may be determined by the Board of Directors of the Company, not exceeding 5% of the net profits of the Company for each financial year of the Company.

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c) Perquisites:

1. Housing:

• i Furnished residential accommodation or HRA at the rate as may be determined by the Board.

• ii Expenses pertaining to gas, electricity, water and other utilities will be borne/reimbursed by the Company.

• iii The Company shall provide equipment’s and appliances, furniture and fixture and furnishing at the residence at the entire cost of the Company.

• Medical Reimbursement: Reimbursement of actual medical expenses incurred in India and/or abroad including hospitalization, nursing home and surgical expenses for self and family subject to a ceiling of three month’s last drawn salary per year.

• Leave Travel Concession : Reimbursement of all the expenses (like travel fare, lodging, boarding, conveyance and other expenses) incurred for self and family during the leave travel holiday periods, whenever undertaken, whether in India or abroad in accordance with the rules of the Company.

• Club Fees : Subscription of or reimbursement of membership fees of two clubs in India or abroad including admission and life membership fees.

• Medical Insurance and Personal Accident Insurance: Medical Insurance and Personal Accident Insurance Policy for an amount, the annual premium of which shall not exceed Rs.50,000 per annum.

• Life/Term Insurance : The Company shall pay personal life/term insurance premium subject to a limit as may be decided by the Board from time to time.

• The Company’s Contribution to provident fund, superannuation fund or annuity fund.

• Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

• Encashment of leave for every year of completed service at the end of the tenure.

• Other perquisites : Subject to the overall ceiling on remuneration mentioned herein below, they shall be entitled to any other allowances, benefits and perquisites as the Board of Directors may from time to time decide.

d) Amenities:

Car and Telephone: The Company shall provide car for the purpose of Company’s business and telephone, internet broadband at the residence, personal long distance calls on telephone and use of car for private purpose shall be billed by the Company. The Directors will also be entitled to reimbursement of all actual expenses, including entertainment and travelling incurred in the course of the Company’s business.

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II. Overall Remuneration:

The aggregate of salary, commission and perquisites in any financial year shall not exceed the overall ceiling laid down in Sections 196, 197 and 198 and other applicable provisions of the Act, read with Schedule V of the said act and as per the SEBI Listing Regulations as may for the time being in force.

III. Minimum Remuneration:

In the event the Company has no profits or its profits are inadequate in any of the financial years during the tenure of the Directors, they shall be entitled to receive and be paid the substantive remuneration mentioned in Clause no. I above, but excluding Commission, as minimum remuneration and such remuneration shall be governed by the limits prescribed under Section II of Part II of Schedule V of the Act and as per the SEBI Listing Regulations as amended from time to time, and as may be decided by the Board of Directors and subject to such sanctions and approvals as may be necessary.

STATEMENT OF INFORMATION FOR THE MEMBERS PURSUANT TO SECTION II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013.

I. GENERAL INFORMATION

1. Nature of Industry:

The Company is engaged into printing of magazines and other periodicals, books and brochures, maps, atlases, posters, etc. additionally Company is also engaged in physical book distribution, print on demand, offset printing and digital services.

2. Date of commencement of commercial production : The Company is in operation since 1993.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable

4. Financial performance based on given indicators

Standalone Financial Results:

Standalone Financial Results:
	(Rs. in Lakhs)
	Financial Year
Particulars	2023-24	2022-23
Revenue from operations	31,767	29,669
Profit before interest, depreciation and taxation	4,551	4,156
Financial Expenses (net of interest income)	966	1,123
Depreciation	2,819	2,349
Profit / Loss before tax	766	684
Tax Expenses	-	(15)
Profit / Loss after Tax	766	699

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Consolidated Financial Results:

	Consolidated Financial Results:
			(Rs. in Lakhs)
		Financial Year
	Particulars	2023-24	2022-23
	Revenue from operations	47,946	42,195
	Profit before interest, depreciation and taxation	5,387	4,467

	Consolidated Financial Results:	Consolidated Financial Results:	Consolidated Financial Results:
	(Rs. in Lakhs)
		Financial Year
	Particulars	2023-24	2022-23
	Revenue from operations	47,946	42,195
	Profit before interest, depreciation and taxation	5,387	4,467
	Financial Expenses (net of interest income)	973	1,131
	Depreciation	2,967	2,471
	Profit / Loss before tax	1,447	865
	Tax Expenses	237	(7)
	Profit / Loss after Tax	1,210	873

5. Foreign investments and collaboration, if any:

Not Applicable

II. INFORMATION ABOUT THE APPOINTEES:

1. Background Details:

The background details and profile of Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve are stated in Annexure to the Notice of the Postal Ballot.

2. Past Remuneration :

The remuneration paid to Managing Director and Whole-time Director(s) for the last Financial Year 2023-2024 is as follows:

		(Rs. in lakhs)
	Name of Directors	Remuneration paid for 2023-24
	Mr. Vinod Vohra	Nil
	Mr. Sanjeev Vohra	110.40
	Mr. Rajeev Vohra	60.40
	Mr. Mukesh Dhruve	52.00

3. Recognition of Awards:

Not Applicable

4. Job Profile & his suitability:

Name of the Appointee	Profile Details
Mr. Vinod Vohra	Mr. Vinod Vohra is a Science Graduate. Having begun his career in marketing, his interests led him to setting up technology led projects. Being keenly interested in technology, he was among the few people to recognize the potential of the Apple Macintosh computer and use it for Graphic Desktop Publishing and Multimedia applications. His vision was instrumental in our Company’s

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	transition to the area of fulfilment services. He was responsible for the planning and setting up our Company. Print and fulfilment facility and currently keeps in tune with the technology required to enhance the business infrastructure as well as to plan the infrastructure for our Company’s foray into newer business lines.
Mr. Sanjeev Vohra	Mr. Sanjeev Vohra, having graduated in Economics and Finance, is the main financial mind behind the Company. He has been significantly responsible for the investment strategy of Repro that has driven the Company into the field of value-added print solutions and now the e-initiatives. Through his direction, guidance and efficient resource management, he has taken the Company into high growth business areas, which have resulted in niche and specialized segments of growth
Mr. Rajeev Vohra	Mr. Rajeev Vohra is a commerce graduate. He has over the past years, acquired considerable experience in manufacturing, both on the technical and management front. Based on this experience he has introduced efficient technology processes to Repro. His skills were acknowledged when he was nominated for the India Young Business Achiever Award instituted by Sistas Worldcom Inc. and the Indian Express Group in 1997. He currently directs the Digital Printing Business of the Company.
Mr. Mukesh Dhruve	Mr. Mukesh Dhruve has been with Repro since its inception and has played a critical role in our exports into Africa and the expansion therein. In addition to being responsible for building relationships with financial institutions and banks, he also directs Repro’s finance, legal, statutory operations as well as the investor relations activities. He is a fellow member of the Institute of Chartered Accountants of India.

5. Remuneration proposed: As stated in the Explanatory Statement at Item No.1 to 4 of this Notice.

6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

Considering the responsibility shouldered by the appointees of the enhanced business activities of the Company, proposed remuneration commensurate with the industry standards and Board level positions held in similar sized and similarly positioned businesses.

7. Pecuniary relationship directly or indirectly with the Company or relationship with the Managerial Personnel, if any:

Name of Appointees	Relationship with Managerial Personnel
Mr. Vinod Vohra	Mr. Sanjeev Vohra and Mr. Rajeev Vohra are brothers

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	of Mr. Vinod Vohra. Mr. Vinod Vohra belongs to the Promoter Group and he holds 20,832 (0.15%) equity shares of the Company.
Mr. Sanjeev Vohra	Mr. Vinod Vohra and Mr. Rajeev Vohra are brothers of Mr. Sanjeev Vohra. Mr. Sanjeev Vohra belongs to the Promoter Group and he holds 1,08,050 (0.75%) equity shares of the Company.
Mr. Rajeev Vohra	Mr. Vinod Vohra and Mr. Sanjeev Vohra are brothers of Mr. Rajeev Vohra. Mr. Rajeev Vohra belongs to the Promoter Group and he holds 25,000 (0.17%) equity shares of the Company.
Mr. Mukesh Dhruve	Mr. Mukesh Dhruve belongs to the Promoter Group and he holds 2,10,916 (1.47%) equity shares of the Company.

III. OTHER INFORMATION:

1.	Reasons of Loss or Inadequacy of Profits	The information pertaining to said clauses shall be disclosed at appropriate places in the financial year in which the loss or inadequacy of profits is incurred.
2.	Steps taken or proposed to be taken for improvement
3.	Expected increase in productivity and profits in measurable terms

IV. DISCLOSURES:

• a. all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the Directors: Fully described in the Explanatory Statement above.

• b. The Company does not pay any bonus, severance fee and no stock options have been granted to the Managing Director/Executive Director.

• c. The detailed information and disclosures of the remuneration of the Directors shall be mentioned in the Annual Report for the year ended March 31, 2025.

Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve are not debarred from holding the office of a Director by virtue of any Securities and Exchange Board of India order or any such other authority.

As required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of Secretarial Standard-2, other requisite information is annexed as Appendix - 1 hereto, and forms a part of this Postal Ballot Notice.

The above abstract may be treated as a written Memorandum setting out the terms of re-appointment of Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve, pursuant to Section 190 of the Act.

The Board of Directors is of the opinion that the re-appointment Mr. Vinod Vohra, Mr. Sanjeev Vohra, Mr. Rajeev Vohra and Mr. Mukesh Dhruve would have an immense benefit to the Company and accordingly it recommends the Resolutions at Item No. 1, 2 3 and 4 for approval by the Members by way of Special Resolutions.

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None of the Directors and Key Managerial Personnel of the Company, except the appointees and their relatives, to whom the resolution relates, are concerned or interested in the Resolution mentioned at Item No. 1 to 4 of the Notice.

By Order of the Board of Directors

Place: Mumbai

For Repro India Limited

Date: March 31, 2025

Sd/Almina Shaikh Company Secretary & Compliance Officer

Registered Office:

11[th] Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Tel: (022) 71914000 Email: investor@reproindialtd.com Website: www.reproindialtd.com

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APPENDIX - I TO THE EXPLANATORY STATEMENT ATTACHED TO THE NOTICE OF THE POSTAL BALLOT

Pursuant to Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards - 2, the details of the Directors proposed to be re-appointed through Postal Ballot process are given below:

given below:
Particulars		Details
Name	Vinod Vohra	Sanjeev Vohra	Rajeev Vohra	Mukesh Dhruve
Designation	Whole-time Director designated as a Chairman	Managing Director	Whole-time Director designated as Executive Director	Whole-time Director designated as Executive Director
DIN	00112245	00112352	112001	00081424
Date of Birth & age (in years)	February 15, 1952 (73 years)	February 25, 1957 (68 years)	October 8, 1960 (65 years)	April 28, 1960 (65 years)
Original Date of Appointment	April 1, 1993	April 1, 1993	April 1, 1993	December 28, 1993
Qualifications	Science Graduate	Graduated in Economics and Finance	B.Com	B.Com, FCA
Brief Resume of the Directors/ Expertise in specific functional areas	Mr. Vinod Vohra begun his career in marketing, his interests led him to setting up technology led projects. Being keenly interested in technology, he was amongst the few people to recognise the potential of the Apple, Mackintosh Computers and use it for Graphic Desktop Publishing & Multi Media Applications. His vision was instrumental in our Company’s transition to the area of fulfilment Services. He was responsible for the planning & setting up of our Company. Print & Fulfilment Facility & currently keeps in tune with the technology required to enhance	Mr. Sanjeev Vohra has played a pivotal role in shaping Company’s investment strategy, guiding the Company towards new growth avenues such as value- added print solutions and e- initiatives. His keen financial acumen and ability to drive efficient resource management have propelled Company into high-growth business areas, contributing to the Company's success and expansion into specialized market segments. His leadership has been critical in	Mr. Rajeev Vohra has significant experience in the manufacturing sector, both from a technical and management perspective. With years of hands-on expertise, he has been instrumental in introducing cutting-edge technology processes to the Company. Rajeev’s leadership and innovative contributions to the Company were recognized when he was nominated for the prestigious India Young Business Achiever Award in 1997. He currently oversees Copany’s Digital Printing Business, focusing on both technical and operational excellence.	Mr. Mukesh Dhruve has been a pivotal member of the Repro leadership team since its inception. His extensive experience and deep-rooted understanding of the company have been crucial in driving Repro's success, especially in its expansion into African markets. Mukesh's leadership and strategic vision have enabled Repro to foster strong relationships with financial institutions and banks, positioning the company for sustained growth. He also directs Company’s Finance, Legal, Statutory Operations as well

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	the business infrastructure as well as to plan the infrastructure for the Company’s foray into newer business lines.	navigating Company’s transformation into the digital space.		as the Investor Relations Activity.
No. of meetings of the Board attended during the year	4 out of 4	4 out of 4	4 out of 4	4 out of 4
List of Directorship on other Boards	1. Vocon Manufacturing Private Limited 2. Repro Applied Learning Solutions Limited 3. Repro Books Limited 4. Repro Innovative Digiprint Limited	1. Bookscape E- retail Private Limited 2. Repro Innovative Digiprint Limited 3. REP Content Services Private Limited 4. Repro Applied Learning Solutions Limited 5. Repro Books Limited 6. Repro Enterprises Private Limited 7. Zoyaksa Consultants Private Limited	1. Repro Enterprises Private Limited 2. Repro Applied Learning Solutions Limited 3. Repro Books Limited 4. Repro Innovative Digiprint Limited	1. Bookscape E- retail Private Limited 2. Repro Innovative Digiprint Limited 3. REP Content Services Private Limited 4. Repro Applied Learning Solutions Limited 5. Repro Books Limited
Name of the listed entities from which the person has resigned as a Director in the past three years	Nil	Nil	Nil	Nil
Chairmanship / Membership of Committees in other Companies	NA	NA	NA	NA
Shareholding as on date	20,832 shares	1,08,050 shares	25,000 shares	2,10,916 shares
Number of Equity Shares held in the Company for any other person on a beneficial basis	Nil	Nil	Nil	Nil

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Relationship between Directors inter- se; with other Directors and Key Managerial Personnel of the Company	Rajeev Vohra & Sanjeev Vohra are brothers	Vinod Vohra & Rajeev Vohra are brothers	Vinod Vohra & Sanjeev Vohra are brothers	Not Related to any Directors and / or KMPs.
Terms and conditions of reappointment	As per the resolutions at item no. 1 to 4 of the Postal Ballot Notice dated March 31, 2025 read with explanatory statement thereto.
Remuneration last drawn (in FY 2023-24), if applicable	Nil	110.40 Lakhs	60.40 Lakhs	52.00 Lakhs

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