a) The credit period ranges from 15 days to 180 days. The Company does not hold any collateral securities.

b) Before accepting any new customer, the Company assesses the potential customer's credit quality and defines credit limits by customer. Limits attributed to customers are reviewed annually. The credit risk in respect of these export customers is mitigated by export credit guarantee.

c) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

d) The Company's exposure to financial risk, and details of impairment losses for trade receivables and fair values (Refer note no. 38Bi).

* The Company intends to dispose off plant & machineries in the next 12 months which it no longer intends to utilise. It was previously used in its manufacturing plant. No impairment loss was recognised on reclassification of the plant and machineries as held for sale and the Company expects the fair value less cost of disposal, to be higher than carrying amount.

Issue oF equity shares during the year

a) Investment Committee of the Company by way of Circular Resolution dated April 4, 2023, has considered and approved, the allotment of 5,20,830 Equity shares of the face value of ' 10 each at an issue price of ' 480 each (including a premium of ' 470 per share), fully paid-up upon, pursuant to conversion of Warrants into Equity Shares, allotted on preferential basis to the Warrant Holders. (person belonging to promoter and non-promoter category).

b) Pursuant to the approval of the Shareholders by way of Special Resolution in the Extra Ordinary General Meeting held on September 13, 2023, the members of the Investment Committee on behalf of the Company and Board, by way of Circular Resolution dated September 14, 2023, has allotted 10,13,069 Equity Shares, to the proposed allottees on preferential basis, for consideration in cash, at a price of ' 765/- per Equity Share including premium of ' 755/- aggregating to ' 7,750 lakhs to Non-Promoter entities/person in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable rules/ regulations /guidelines, if any, prescribed by any other regulatory or statutory authorities.

c) The Company has allotted 35,100 fully paid equity shares of face value of ' 10 each at an exercise price of ' 250/- per share to the eligible employees of the Company under the Employee Stock Options Scheme, 2010. (Refer note 36)

d. Terms / Rights attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

On winding up of the Company, the holders of the equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all Preferential amounts in proportion to the number of equity shares held.

g. Shares reserved For issue under options :

For details of shares reserved for issue under the employee stock option plan (ESOP) of the company (Refer note 36).

h. Money received against share warrants

During the year ended March 31, 2023, Company has received ' 1,856 lakhs till March 31, 2023 for application from 5,20,830 Warrant holder to exercise their right for conversion of Warrants into equal number of Equity Shares and balance of ' 19 lakhs received subsequent to year end.

Investment Committee of the Company by way of Circular Resolution dated April 04, 2023, has considered and approved the allottment of 5,20,830 equity shares of the face value of ' 10 each at an issue price of ' 480 each (including a premium of ' 470 per share), fully paid up upon exercising the option avaialble with warrant holders (persons belonging to promoter and non pronoter category) to convert 5,20,830 warrant.

Consequently, on April 04, 2023, the Company has allotted 5,20,830 Equity Shares at an issue price of ' 480 each (inclusive of premium) aggregating to '1,875 lakhs and balance share warrants of 104,166 have been forfeited.

Nature and purpose oF reserves Security Premium Reserves

Amount subscribed for share capital in excess of nominal value. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of Companies Act, 2013.

Capital Reserve

The reserve comprises of profits/gains of capital nature earned by the Company / arising in the course of mergers and credited directly to such reserve.

Employee Stock Option Reserve

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under equity settled share based payments.

Special economic zone Re-investment Reserve Account

The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961.

General Reserve

General reserve forms part of retained earnings and is permitted to be distributed to shareholders as part of dividend.

Retained Earnings

All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere. Retained earnings include remeasurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to profit and loss.

Dividends

The Board of Directors have not recommended any dividend for the year March 31,2024 and March 31, 2023.

a. Short term borrowings from banks are secured by hypothecation of stock and receivables of the Company both present and future ranking pari passu with all banks.

b. Working capital demand loan availed from State Bank of India, HDFC Bank Ltd & Yes Bank Ltd and carry interest @ 8.65% to 9.25%.

c. Cash credit facility availed from State Bank of India, HDFC Bank Ltd, Yes Bank Ltd, IDFC First Bank Ltd & Axis Bank Ltd and carry interest @ 9.10% p.a. to 10.25% p.a.

d. Letter of credit availed from State Bank of India, HDFC Bank Ltd & IDFC First Bank Ltd are repayable within 90 days at 7.00% p.a to 7.50 % p.a. Deposits with bank are lien marked.

e. Packing credit loans availed from State Bank of India, HDFC Bank Ltd & ICICI Bank Ltd are repayable within 180 days and carry interest rates @ 7.00% p.a. to 8.00% p.a.

f. The reconciliation between quarterly returns and books of accounts has been disclosed in Refer note 45.

g. No loans have been guaranteed by the directors or others.

h. The Company has made no default in the payment of principal or interest.

34 Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The Members of the Company at the Annual General Meeting held on July 24, 2010 vested the authority to the Nomination and Remuneration Committee. The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiaries. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Repro India Limited - Employee Stock Option Plan 2010 (the 'ESOP scheme').

The Committee determines which eligible employees will receive options, the number of options to be granted, the vesting period and the exercise period as per the terms of the Scheme. The options are granted at an exercise price decided by the Nomination and Remuneration Committee. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of ' 10 each on the basis of achievement of performance condition as per approved Scheme. The options issued under the above Scheme vest in a phased manner after completion of the minimum period of one year with an exercise period of five years from the respective grant dates.

Option exercisable at the end of year

In accordance with the above mentioned ESOP Scheme, ?16 lakhs has been charged to the statement of profit and loss in current year (March 31, 2023: ' 16 Lakhs) as Employee Share -based compensation expenses.

The options outstanding at the year end with exercise price of ' 250 are 250,550 options (March 31,2023: 285,650 options) and a weighted average remaining contractual life of all options are within the range of 3-5 years.

37 Operating Segments

A. Basis For segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Company. The Company operates only in one business segment i.e. Value Added Print Solutions, hence does not have any reportable segment as per Ind AS 108 "Operating Segments".

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk

• Liquidity risk; and

• Market risk

Risk management Framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment For customers as at year end :

The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgement.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

The above amount excludes part of debtors which are covered under ECGC claim.

i. Cash and cash equivalents

The Company held cash and cash equivalents of ?507 lakhs at March 31,2024 (March 31, 2023: ' 107 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties with good credit ratings.

ii. Investment in Mutual Funds

The Company limits its exposure to credit risk by investing only with counterparties that have a good credit rating. The Company does not expect any losses from non performance by these counter parties.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

(A) Currency risk

The Company is exposed to currency risk on account of its operations in other countries. The functional currency of the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future.

Sensitivity analysis

A reasonably possible strengthening/(weakening) of the Indian Rupee against foreign currency at March 31 would have affected the measurement of financial instruments denominated in USD, EURO, GBP and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings.

Fair value sensitivity analysis For Fixed-rate Instruments

The Company does not have any fixed-rate borrowings at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis For variable-rate instruments

The risk estimates provided assume a change of 25 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date assuming that all other variables, in particular foreign currency exchange rates, remain constant. The period end balances are not necessarily representative of the average debt outstanding during the period.

Capital Management

The Company's Policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business, Management monitors the return on capital asset as well as the level of dividends to ordinary shareholders.

The Company monitors capital using ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose , adjusted net debt is defined as total liabilities, comprising interestbearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity other than amounts accumulated in the hedging reserve.

39 Employee benefits

The Company contributes to the following post-employment plans in India.

(A) Defined Contribution Plans:

The Company makes contributions towards provident fund which is in the nature of defined contribution post employment benefit plans . Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.

The Company recognised ' 136 lakhs for the year ended March 31, 2024 (March 31, 2023 ' 136 lakhs) towards provident fund contribution in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(B) Defined Benefit Plan:

In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee's last drawn salary and the years of employment with the Company.

Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the LIC of India, a funded defined benefit plan for qualifying employees. Trustees adminster the contributions made by the Company to the gratuity scheme.

The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Assumptions regarding future mortality have been based on published statistics and mortality tables.

Asset liability matching Strategy:

The money contributed by the Company to the fund to finance the liabilities of the plan has to be invested.

LIC is required to invest the funds as per the prescribed patern of investments laid out in the income tax rules for such approved schemes. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset-liability matching strategy to manage risk actively.

There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company's philosophy is to fund the benefits based on its own liquidity and tax position as well as level of under funding the plan.

Compensatory absences

The Company provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation.

Amount of '(17.59) Lakhs (March 31,2023 - ' 12 Lakhs ) has been recognised in the Standalone Statement of profit and loss on account of provision for long-term employment benefit. During the previous year due to on-going pandemic of COVID-19, the company has waived off balance leaves of employees and accordingly no amount of leave is recognized in previous year.

Note 1

The Company had received Order from Commissioner of Customs (Import), levying differential duty and penalties for the period March 2006 to March 2009 aggregating to Rs. 4,886 lakhs plus interest on duty at the appropriate rate as applicable during the relevant period, on the computer software imported by the Company for its erstwhile Microsoft business. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above Order. The case has been remanded by CESTAT back to the Commissioner Customs to decide the matter afresh to the extent of calculation as provied in their order. Further the Company has appealed before the Hon'ble Supreme Court of India ("SC") and the same has also been admitted for hearing. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations. The Company has paid custom duty of Rs. 186 lakhs under protest.

Note 2

The Company had received an order from Commissioner of customs (Import) levying differential duty and penalties aggregating to ?945 lakhs for the period March 2006 to March 2009 on the computer software imported by Wipro and HCL and the Company has been made a party to the proceedings for its erstwhile Microsoft business. Excise and Service Tax Appellate Tribunal (CESTAT) has set aside the order and has sent it back to Commissioner of Custom (Import) to decide it fresh. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations. The Company has paid custom duty of ' 71 lakhs under protest.

Note 3

The Company had received an order from Commissioner of Central Excise for denial of credit of ' 138 lakhs being availed under Rule 14 of Cenvat Credit Rules, 2004 and ?252 lakhs being availed under Rule 15 of Cenvat Credit Rules, 2004. Company has filed an appeal before Customs Excise and Service Tax Appellate Tribunal (CESTAT). Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

The Company has paid excise duty of ' 29 lakhs under protest.

Commitments

As March 31, 2024, the Company has capital commitments of '22 lakhs (March 31, 2023: ?601 lakhs)

42 The workers of Mahape factory are on strike since 8 th April 2017. The Company has declared the factory as closed consequent upon the order from Hon'ble High Court of Bombay for

closure of the factory as applied for is deemed to have been granted and as such the closure of the factory is confirmed and came into effect from 6th May, 2020. Accordingly, the Company has made provision for legal dues payable to workers.

The Company also has inventories aggregating ' 590 lakhs at the plant which have not been consumed as the plant is shut down since the above date. Inventories are valued at the lower of cost or net realizable value, whichever is lower.

The carrying value of property, plant and equipment situated at the plant aggregates to ' 6,967 lakhs which is not in use since commencement of the strike. At the end of reporting period, the Company has assessed the carrying amounts of property, plant and equipment to determine indications of impairment of those assets by obtaining independent valuer's report, and based on the both it is concluded that there is no impairment of property, plant and Equipment at the end of March 31,2024.

44 Goodwill impairment charges

The goodwill is tested for impairment and accordingly no impairment charges were identified for FY 2023-24. (FY 2022-23 - ' Nil)

Significant Cash Generating Units (CGUs)

The Company has identified its reportable segment "Valued added print solution" as the CGUs. The goodwill acquired through acquisition has been entirely allocated to CGU" Value added print solution" The carrying amount of goodwill as at March 31, 2024 is ?110 lakhs (As at March 31, 2023 - ?110 lakhs.)

The projections cover a period of 5 years, as the Company believes this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The growth rates used to estimate future performances are based on the conservative estimates from past performance. Segmental margins are based on FY 2023-24 performance. Weighted Average Cost of Capital % (WACC)= Risk free return (Market premium x Beta variant of the Company). The Company has performed sensitivity analysis around the base assumptions and have concluded that no reasonable changes in key assumption would cause the recoverable amount of the CGU to be less than the carrying value.

45 Borrowing based on security oF inventory and book debts:

Reconciliation oF quarterly returns or statements oF current assets filed with banks The Company has obtained secured short term loan from banks on basis of security of inventories and book debts (Refer Note 21) wherein the quarterly returns as filed with bank is in agreement with the books except below:

Footnote:

Consortium of Banks consisting of State Bank of India, HDFC Bank, IDFC First Bank, ICICI Bank, RBL Bank and Yes Bank.

46 Additional Regulatory Information:

a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

b) The company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or any lender.

c) The Company does not have any transactions with companies struck off.

d) The company has complied with number of layers precscribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

e) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

g) Utilisation oF Borrowed Funds and Share premium:

A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

h) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

i) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

j) The Borrowings obtained by the Company from Banks and financial institutions have been applied for purposes for which such borrowings were taken.

48 The Code on Social Security 2020

The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

49 Previous years figures have been regrouped/reclassified wherever necessary.