Notes to Accounts of Repro India Ltd.

Mar 31, 2025

3.12 Provisions and contingent liabilities

A provision is recognized if, as a result of a past event, the Company has a
present obligation that can be estimated reliably, and it is probable that

an outflow of economic benefits will be required to settle the obligation.
Provisions are recognized at the best estimate of the expenditure required

to settle the present obligation at the balance sheet date. If the effect of the
time value of money is material, provisions are discounted.

A contingent liability exists when there is a possible but not probable

obligation, or a present obligation that may, but probably will not, require
an outflow of resources, or a present obligation whose amount cannot be
estimated reliably. Contingent liabilities do not warrant provisions, but are
disclosed unless the possibility of outflow of resources is remote. Contingent
assets are neither recognized nor disclosed in the financial statements.
However, contingent assets are assessed continually and if it is virtually
certain that an inflow of economic benefits will arise, the asset and related
income are recognized in the period in which the change occurs.

3.13 income Tax

Tax expense comprises current and deferred tax. Current income-tax is

measured at the amount expected to be paid to the tax authorities in
accordance with the Income-tax Act, 1961 enacted in India and tax laws
prevailing in the respective tax jurisdictions where the Company operates.

The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted, at the reporting date.

(i) Current Tax

Current tax comprises the expected tax payable or receivable on the
taxable income or loss for the year and any adjustment to the tax payable
or receivable in respect of previous years. It is measured using tax rates
enacted or substantively enacted at the reporting date. Current tax assets
and current tax liabilities are offset only if there is a legally enforceable right
to set off the recognized amounts, and it is intended to realize the asset and
settle the liability on a net basis or simultaneously.

(ii) Deferred Tax

Deferred tax is recognized in respect of temporary differences arising

between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets
are recognized for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable that future taxable
profits will be available against which they can be used.

Deferred tax assets are reviewed at each reporting date and are reduced to
the extent that it is no longer probable that the related tax benefit will be
realized; such reductions are reversed when the probability of future taxable

profits improves. Unrecognized deferred tax assets are reassessed at each
reporting date and recognized to the extent that it has become probable
that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied
to temporary differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date. The measurement of deferred
tax reflects the tax consequences that would follow from the manner in
which the Company expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset if there is a legally enforceable
right to offset current tax liabilities and assets, and they relate to income
taxes levied by the same tax authority on the same taxable entity, or
on different tax entities, but they intend to settle current tax liabilities

and assets on a net basis or their tax assets and liabilities will be realized
simultaneously.

(iii) Minimum Alternate Tax (MAT):

MAT is recognised as an asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during
the specified period. In the year in which the MAT credit becomes eligible
to be recognised, it is credited to the Statement of Profit and Loss and is
considered as (MAT Credit Entitlement). The Company reviews the same
at each Balance Sheet date and writes down the carrying amount of MAT
Credit Entitlement to the extent there is no longer convincing evidence to
the effect that the Company will pay normal Income Tax during the specified
period. Minimum Alternate Tax (MAT) Credit are in the form of unused tax
credits that are carried forward by the Company for a specified period of
time, hence, it is presented as Deferred Tax Asset.

3.14 Operating segments

The segment reporting of the Company has been prepared in accordance
with Ind-AS-108, "Operating Segment" (specified under the section 133 of
the Companies Act, 2013 (the Act) read with Companies (Indian Accounting

Standards) Rule 2015 (as amended from time to time) and other relevant
provision of the Act).

Operating results are regularly reviewed by the Chief Operating decision

maker (''CODM'') who makes decision about resources to be allocated to the
segments and assess its performance.

The Company operates in a single business segment in view of the nature
of products and services provided. The company prepares its segment

information in conformity with the accounting policies adopted for

preparing and presenting the financial statements of the company.

3.15 Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for
the year attributable to equity shareholders (after deducting preference
dividends and attributable taxes) by the weighted average number of equity
shares outstanding during the year. Partly paid equity shares are treated as a
fraction of an equity share to the extent that they are entitled to participate
in dividends relative to a fully paid equity share during the reporting period.
The weighted average number of equity shares outstanding during the year
is adjusted for events such as bonus issue, bonus element in a rights issue,
share split, and reverse share split (consolidation of shares), if any that have
changed the number of equity shares outstanding, without a corresponding
change in resources.

For the purpose of calculating diluted earnings per share, the net profit

or loss for the year attributable to equity shareholders and the weighted
average number of shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.

3.16 Leases

The Company assesses whether a contract contains a lease, at inception
of a contract. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a define period of time in
exchange for consideration. To assess whether a contract conveys the right
to control the use of an identified assets, the Company assesses whether:

(i) the contact involves the use of an identified asset; (ii) the Company has
substantially all of the economic benefits from use of the asset through the
period of the lease and (iii) the Company has the right to direct the use of
the asset.

As a lessee, The Company recognises a right of use asset and a lease liability
at the lease commencement date. The right of use asset is initially measured
at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove
the underlying asset or to restore the underlying asset or the site on which it
is located, less any lease incentives received.

The right of use asset is subsequently depreciated using the straight¬
line method from the commencement date to the earlier of the end of
the useful life of the right of use asset or the end of the lease term. The

estimated useful lives of right of use assets are determined on the same
basis as those of property and equipment. In addition, the right of use asset
is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company''s incremental borrowing rate. For leases with
reasonably similar characteristics, the Company, on a lease by lease basis,
may adopt either the incremental borrowing rate specific to the lease or the
incremental borrowing rate for the portfolio as a whole.

Lease payments included in the measurement of the lease liability comprise
the fixed payments, including in-substance fixed payments and lease
payments in an optional renewal period if the Company is reasonably certain
to exercise an extension option; The lease liability is measured at amortised
cost using the effective interest method.

The Company has elected not to recognise right of use assets and lease
liabilities for short-term leases that have a lease term of 12 months or less
and leases of low-value assets. The Company recognises the lease payments
associated with these leases as an expense on a straight-line basis over the
lease term. The Company applied a single discount rate to a portfolio of
leases of similar assets in similar economic environment with a similar end
date.

3.17 Impairment of non-Financial assets and goodwill

At the end of each reporting period, the Company reviews the carrying

amounts of non-financial assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). When it is not possible

to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to which the
asset belongs. When a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual cash-generating
units, or otherwise they are allocated to the smallest group of cash¬
generating units for which a reasonable and consistent allocation basis can
be identified.

Recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing the value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that

reflects the current market assessments of the time value of money and the

risks specific to the asset for which the estimates of future cash flows have
not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in the Statement of Profit and Loss, unless

the relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of
the asset (or a cash-generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or cash-generating unit) in
prior years. A reversal of an impairment loss is recognised immediately in
the Statement of Profit and Loss, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the impairment loss is treated
as a revaluation increase.

Goodwill

Goodwill represents the future economic benefits arising from a business

combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses. Refer Note
44 for a description of impairment testing procedures.

3.18 Rounding off amounts

All amounts disclosed in financial statements and notes have been rounded
off to the nearest lakhs as per requirement of Schedule III of the Act, unless

otherwise stated.

3.19 Recent accounting pronouncements:

The Ministry of Corporate Affairs has notified Companies (Indian Accounting
Standards) Amendment Rules, 2024 to amend the following Ind-AS which
are effective for annual periods beginning on or after 1st April 2024. The

Company has applied these amendments for the first time in the standalone
financial statements.

i) Ind AS 116, Leases

The MCA notified the Companies (Indian Accounting Standards) Second
Amendment Rules, 2024, which amended Ind AS 116, Leases, with respect to

lease liability in a sale and leaseback transaction.

The amendment specifies the requirements that a seller-lessee uses in

measuring the lease liability arising in a sale and leaseback transaction, to
ensure the seller-lessee does not recognize any amount of the gain or loss

that relates to the right of use it retains.

The amendment is effective for annual reporting periods beginning on

or after 1st April 2024 and must be applied retrospectively to sale and
leaseback transactions entered into after the date of initial application of
Ind AS 116.

These amendments do not have any material impact on the amount
recognized in these standalone financial statements.

ii) Ind AS 117, Insurance Contracts

The Ministry of corporate Affairs ("MCA") notified the Ind AS 117, Insurance

Contracts, under the Companies (Indian Accounting Standards) Amendment
Rules, 2024, which is effective from annual reporting periods beginning on

or after 1st April 2024.

iii) Ind AS 117 Insurance Contracts is a comprehensive new accounting
standard for insurance contracts covering recognition and measurement,
presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance

Contracts. Ind AS 117 applies to all types of insurance contracts, regardless
of the type of entities that issue them as well as to certain guarantees and
financial instruments with discretionary participation features; a few scope
exceptions will apply.

The application of Ind AS 117 had no impact on the Company''s standalone
financial statements as the Company has not entered any contracts in the
nature of insurance contracts covered under Ind AS 117.

iv) New standards and amendments issued but not effective

There are no such standards which are notified but not yet effective.

v) The other amendments to Ind-AS notified by these rules are primarily in the

nature of clarifications.

Note:

a) Issue oF 1,568,999 equity shares during the Previous Year (March 2024)

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)

issue oF 26,200 equity shares during the year (March 31,2025) :

d) The Company has allotted 26,200 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)

Terms / Rights attached to equity shares:

e) 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.

h. 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).

i. Money received against share warrants

Shareholders at Extraordinary general meeting held on October 6, 2021, approved by way
of special resolution, issuance of 6,24,996 share warrants convertible into equity shares
to Promoters of the Company, members of Promoters Group and non-promoters on

preferential basis. Accordingly, during the year March 2022, Company has allotted 6,24,996
share warrants ("Warrants") convertible into equity shares at the issue price of ''480 each.
Consequently, Company has received Rs.750 lakhs, as amount equivalent to 25% of Issue
price against 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 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 exercising the option available with warrant holders (persons belonging to promoter
and non-promoter 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 1,04,166 have been forfeited.

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 31,2025 and
March 31, 2024.

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.

b. Related Party Transactions and outstanding balances
Terms and Condition oF Transaction with Related Parties

The transaction with related parties are made in the normal course of business and on terms
equivalent to those that prevail in arm''s length transactions. Outstanding balances at the
year-end are unsecured and interest-free and settlement occurs in cash. There have been
no guarantees provided or received for any related party receivables or payables. The above
transactions are as per approval of Audit Committee.

The following are the volume of transactions with related parties during the year and
outstanding balances as at the year end disclosed in aggregate by type of related party.

36 Employee Stock Option Scheme ["The Scheme"]

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
subsidiary. 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.

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 judgment.

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 '' 709 lakhs (March 31, 2024: '' 507
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.

ii. 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.

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.

Exposure to interest rate risk

The Company''s interest rate risk arises from borrowings. Borrowings taken at fixed
rates are exposed to fair value interest rate risk. The interest rate profile of the
Company''s interest-bearing financial instruments as reported to the management of
the Company is as follows:

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 interest¬
bearing 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 ?100 lakhs for the year ended March 31, 2025 (March 31, 2024
''116 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 administer 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, 2025. 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.

This plan exposes the Company to actuarial risks such as longetivity risk, interest rate risk
and market (investment) risk.

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 pattern 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 ''18.17 Lakhs (March 31,2024 - '' (17.59 Lakhs) has been recognised in the Standalone
Statement of profit and loss on account of provision for long-term employment benefit.

40 Leases - IND AS 116

A. Leases as lessee

The Company has taken premises and machinery on lease having period ranging from 1 to 9
years with an option to renew the Lease after this period.

The weighted average incremental borrowing rate applied to all lease liabilities is 9.53%.
Changes in the carrying value oF Right-oF-use Assets

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 '' 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 provided 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 '' 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

The Company has capital commitments of '' 739 lakhs (March 31, 2024: ?22 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 necessary 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 movable property, plant and equipment situated at the plant
aggregates to ?348 lakhs which is not in use since commencement of the strike. At
the end of reporting period, RIL 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 not
impairment of property, plant and Equipment at the end of March 31, 2025.

Footnote:

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

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.

47 Correction oF accounting relating to prior years

The Company has corrected certain prior period accounting whereby the Company has
restated the comparative Statement of profit or loss for the year ended March 31, 2024
and the comparative balance sheet as at that date, and also the opening balance sheet as
at April 1, 2023, in accordance with Ind AS 8 - "Accounting policies, Changes in accounting
estimates and Errors".

a) Deferred tax assets of INR 134 lakhs recognised on remaining WDV of Property, Plant &
Equipment ("PPE") as at April 1, 2023 which was not recognised on loss on fair valuation
of PPE at the time of Ind AS transition as per Ind AS 101, corresponding impact has been
considered in opening retained earnings of the Company.

b) The Company has reversed deferred tax assets of INR 9 lakhs to the extent of the reversal of
WDV on these assets due to regular depreciation & amortisation and corresponding impact
has been considered in financial statement for the year ended March 31, 2024.

The above adjustment does not have any impact on cash flow statement.

49 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 asset 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.

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

In terms of our report of even date attached

For MSKA & Associates For and on behalf of the Board of Directors of

Chartered Accountants Repro India Limited

Firm Registration No: 105047W CIN: L22200MH1993PLC071431

Amrish Vaidya Sanjeev Vohra Mukesh Dhruve Abhinav Vohra

Partner Managing Director Director Chief Financial officer

Membership No: 101739 DIN: 001 12352 DIN: 00081424

Almina Shaikh

Place: Noida Place: Noida Company Secretary

Date: May 19, 2025 Date: May 19, 2025 Membership No: A44431

---

Mar 31, 2024

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.

---

Mar 31, 2018

1. Reporting entity

Repro India Limited (“the Company”) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company provides print solutions to clients, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

2. Basis of preparation

A. Statement of compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and other relevant provisions of the Act.

These financial statements for the year ended March 31, 2018 are the first financial statements, the Company has prepared under Ind AS. For all periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the Companies (Accounting Standards) Rules, 2006 notified under the Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as ‘IGAAP’) used for its statutory reporting requirement in India immediately before adopting Ind AS. The Financial statements for the year ended March 31, 2017 and the opening Balance Sheet as at April 1, 2016 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from IGAAP to Ind AS on the Company’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 38.

These financials statements have been approved for issue by the Board of Directors at their meeting held on May 24, 2018.

B. Functional and presentation currency

“These financial statements are presented in Indian Rupees (INR), which is also the entity’s functional currency.

All amounts have been rounded off to the lakhs unless otherwise indicated.”

C. Basis of measurement

The financial statements have been prepared under the historical cost convention unless otherwise indicated. All assets and liabilities are classified as current or non-current as per the Company’s normal operating cycle, and the criteria set out in schedule III of the Companies Act, 2013. Based on the nature of products and time lag between the acquisition of assets for processing and their realisation in cash and cash equivalents, 12 months period has been considered by the Company as its normal operating cycle.

D. Key estimates and assumptions

The preparation of financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties is included in the following notes:

Note 3.4 - Useful Lives of Property, Plant and Equipment

Note 3.12 - Measurement of defined benefit obligations: key actuarial assumptions Note 3.13 - Recognition and measurement of provisions and contingencies Note 3.14 - Recognition of Deferred Tax Assets

Note 3.1 - Provision for doubtful debts with expected credit loss module

E. Measurement of fair values

The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).”

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

The Company has recognized certain assets at fair value and further information is included in the relevant notes.

a Terms / Rights attached to equity shares 1. 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.

Nature and purpose of reserves Capital reserve

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

Security Premium

Security Premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act 2013.

General reserve

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

Employee Stock option reserve

The Company has established equity settled share based payament plan for certian categories of employees of the company. Refer note 37 for further details on these plan.

Retained Earnings

Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.

Dividends

The following dividends were declared and paid by the Company:

a. Short Term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks.

b. Working capital credit facility from State Bank of India is partly secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

c. Cash credit, bank overdraft and working capital demand loans from banks are repayable on demand and carry interest @10.25% to 14.00% p.a.

d. Letter of credit are repayable within 90 days and carry interest @ 9.75% to 10.60%.

e. Packing credit loans are repayable within 180 days and carry interest @ 2.50% to 4.30%.

f. Buyers credit from banks carry interest @ LIBOR Plus 0.55% to 2.5% and repayable within 180 days

g. Bills discounted from banks carry interest @10.25% to 14.00% p.a and repayable within 90 days

3 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.

* Conversion of warrants and Employee stock options has an anti-dilutive impact and thus effects of these anti-dilutive potential equity shares are ignored in calculating diluted earnigns per share. Therefore, diluted EPS is considered same as Basic EPS for the year ended March 31, 2018 and March 31, 2017.

4 Related party relationships, transactions and balances

The table provides the information about the related party ralationships as defined in Ind AS 24 Related party Disclosures. The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year:

a. The following are the names of related parties where control exists:

Terms and Conditions of transaction with Related Parties:

The transaction with Related Parties is made in the normal course of business and on terms equivalent to those that prevail in arm’s length transactions. The above transactions are as per approval of the audit committee.

The Company has not recorded any impairment of receivables relating to amounts owed by Related Parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

* In the current year, the Company has set off the amounts payable to the subsidiaries with the ICD’s placed amounting to Rs.915.41 lakhs (31 March 2017: 1,177.66 lakhs)

All the above inter-corporate deposit, security deposit, loans and advance and guarantees have been given to recipients for business purposes.

5 Employee Stock Option Plan

During the financial year ended 31 March 2018, the Company implemented “Repro India Limited - Employee Stock Option Scheme- 2010” (Repros ESOS 2010), as approved by the Shareholders of the Company and the Nomination and Remuneration Committee of the Board of Directors (the Committee).

The Committee determines which eligible employees will receive options, the number of options to be granted, the vesting period and the exercise period. The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in force, at the time of such grants. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs.10 each. The options issued under the above schemes vest in a phased manner after completion of the minimum period of one year with an exercise period of ten years from the respective grant dates.

The terms and conditions related to the grant of the share options are as follows:

b) Measurement of fair value :

The fair values are measured based on the Black-Scholes-option valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

The inputs used in the measurement of the fair values at grant date and measurement date of the stock options were as follows.

6 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 and CEO 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. Geographic information

*Non-current assets are excluding financial instruments and deferred tax assets.

C. Major customer

Revenue from one customer based in India represented approximately Rs.2,621.87 (March 31, 2017 - Rs.3,004.17) of the company’s total revenues.

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used:

During the year ended March 31, 2018, March 31, 2017, there was no transfer between level 1 and level 2 fair value measurement.

C. Financial risk management

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

- Credit risk;

- Liquidity risk; and

- Market risk

i. 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.

ii. 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.

At March 31, 2018, the Company’s most significant customer accounted for Rs.950.51 Lakhs of the trade and other receivables carrying amount (March 31, 2017 : Rs.284.25 lakhs).

Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:

Expected credit loss assessment for customers as at 1 April 2016, 31 March 2017 and 31 March 2018

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 movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.

The impairment loss at March 31, 2018 is related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

Cash and cash equivalents

The Company held cash and cash equivalents of Rs.130.05 lakhs at March 31, 2018 (March 31, 2017: Rs.55.53 lakhs, April 1, 2016 : Rs.838.27 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties with good credit ratings.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities to be 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.

The table below provides details of financial liabilities at the reporting date based on undiscounted contractual values.

iv. Market risk

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. The Company exposed to market risk primarily related to foreign exchange rate risk. Thus, the Company’s 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.

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. Consequently, the Company uses both derivative instruments, i.e, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecasted transactions and recognized assets and liabilities.

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 US dollars and affected equity and 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

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The Company’s interest rate risk arises from borrowings. Borrowings taken at fixed rates are exposed to fair value interest rate risk. The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows:

Fair value sensitivity analysis for Fixed-rate Instruments

The Company does not account for 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.

7. Transition to Ind AS:

For the purposes of reporting as set out in Note 1, the Company has transitioned its basis of accounting from Indian generally accepted accounting principles (“IGAAP”) to Ind AS. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the “transition date”). In preparing our opening Ind AS balance sheet, the Company adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, the company did not revise estimates previously made under IGAAP except where required by Ind AS.

Adjustments to statement of cash flows

There were no material differences between the statement of cash flows preseneted under Ind AS and the IGAAP.

Notes to the reconciliation:

1 Security deposits recognised at amortised cost

Under IGAAP, the interest free security deposits and advances were accounted for at transaction price. Under Ind AS, security deposits are to be measured at fair values at inception, with reference to market rates (i.e. fixed deposit rate), and the difference is to be recognised as prepaid rentals.

2 Trade and other receivables

Under IGAAP, the Company has created provision for impairment of receivables consists only in respect of specific amount for incurred losses. Under Ind-AS, impairment allowance has been determined based on Expected Loss model (ECL).

3 Amortisation of transaction costs on borrowings basis effective interest method

Under IGAAP, directly attributable transaction costs are charged to the Statement of profit or loss in the year of procurement of the loan. As per the requirements of Ind AS, the Company has measured the borrowings at amortised cost based on the effective interest rate of the borrowings. Appropriate adjustment to the statement of profit or loss or property, plant and equipment have been made.

4 Fair valuation of Property, Plant and equipment

On the date of transition the company has elected to fair value property, plant and equipments. This has resulted into increase in the value of land and Building and decrease in the value of Plant & machinery and other assets with corresponding impact on retained earings and consequent decrease in depreciation.

5 Timing of revenue recognition

Impact pertains to the difference in timing of revenue recognition on account of transition to Ind AS.

6 Proposed dividend

Under IGAAP, proposed dividends are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognised as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. In the case of the Company, the declaration of dividend has occurred after period end. Therefore, the liability recorded for this dividend and tax thereon, has been derecognised against retained earnings.

7 Exchange gain/(loss) accumulated in foreign currency monetary item translation difference account

Under Ind AS, all exchange differences are accounted for in the statement of profit and loss in the period in which they arise. Under IGAAP, exchange differences relating to long term foreign currency monetary assets/liabilities were accumulated in foreign currency monetary item translation difference account, to be amortized over the period, beginning April 1, 2011 or date of inception of such item, as applicable, and ending on March 31, 2020 or the date of its maturity, whichever was earlier.

8 Deferred tax assets (net)

IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition of deferred tax on new temprorary differences which was not required under IGAAP.

9 Minimum Alternate Tax (MAT) Credit Entitlement

As per Ind AS 12, the Company has considered MAT credit entitlement as deferred tax asset being unused tax credit entitlement.

10 Bills Discounted

Under IGAAP, trade receivables derecognised by way of bills of exchange have been shown as contingent liability since there is recourse clause. Under Ind AS, the trade receivables have been restated with corresponding recognition of short term borrowings.

11 Remeasurement of defined benefit liabilities

Under IGAAP, the Corporation recognised remeasurement of defined benefit plans under Profit or Loss.

Under Ind AS, remeasurement of defined benefit plans are recognised in Other Comprehensive Income.

12 Others

This includes corporate guarantees in favor of subsidiary and impact of stores and spares.Under Ind AS, financial guarantee contracts are accounted as investment in subsidiaries and measured initially at fair value. Subsequently, the guarantee income is recognised over the period of the guarantee on a straight line basis.

8. Transition to Ind AS:

For the purposes of reporting as set out in Note 1, the Company has transitioned its basis of accounting from Indian generally accepted accounting principles (“IGAAP”) to Ind AS. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the “transition date”). In preparing the opening Ind AS balance sheet, the Company adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, the Company did not revise estimates previously made under IGAAP except where required by Ind AS.

9 Exemptions available under Ind AS 101

In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with Ind AS 101 as explained below:

“Exceptions from full retrospective application

a. Estimates exceptions

Upon an assessment of the estimates made under IGAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS, except where estimates were required by Ind AS and not required by IGAAP.

b. Investments in subsidiaries

The Company has elected to measure the investments in its subsidiaries at its IGAAP carrying amount (i.e. at cost) rather than at its fair value.

c. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess the classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the Standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortized cost has been done retrospectively except where the same is impracticable.

10. Employee benefits

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

(A) Defined Contribution Plans:

The Company makes contributions towards provident fund and superannuation fund which are 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 Rs.82.63 for the year ended March 31, 2018 (March 31, 2017 Rs.157.10 ) towards provident fund contribution and Rs.6.50 for the year ended March 31, 2018 (March 31, 2017 Rs.7.00 ) towards super-annuation fund contribution in the Statement of Profit and Loss.

The contributions to these plans 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, 2018. 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.

This plan exposes the Company to actuarial risks such as longetivity risk, interest rate risk and market (investment) risk.

Expected contribution to post-employment plans for the year ended March 2019 are Rs.90 lakhs.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:

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 pattern 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 of the plan.

11. Operating Leases A. Leases as lessee

The Company has taken premises under operating lease. The lease period of these premises have lease period ranging from 1 to 9 years with an option to renew the Lease after this period. In case of the premises taken on operating leases, sub-letting is not permitted.

Non-cancellable operating lease payable (minimum lease payments) under these lease are as follows

During the year an amount of Rs.964.01 was recognized as an expenses in the statement of profit and loss in respect of operating leases (31 March 2017: Rs.642.13).

12. 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 as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing 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.

The Compay’s policy is to keep the ratio below 2. The Company’s adjusted net debt to equity ratio is as follows:

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 3,176.07 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 theSupreme Court against the order of Customs, Excise and Service Tax Appellate Tribunal (CESTAT) which has been admitted by Supreme Court. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 2

The Company had received an order from Commissioner of customs (Import) levying differential duty and penalties aggregating to 94,5.00 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. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above order and CESTAT has remanded the matter back to Commissioner of Customs (Import) to do fresh adjudication. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 3

The Company’s pending litigations comprise of claims against the Company by employees and pertaining to proceedings pending with Income Tax, Excise, Custom. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

Commitments

Estimated amounts of contracts remaining to be executed on March 31 ,2018 on capital account and not provided for (Net of Advances) Rs.3.32, March 31,2017 : Rs 16.47. March 31 2016 : Rs 88.14)

13. Disclosure on Corporate Social Responsibility

Gross amount required to be spent by the Company during the year 2017-18 Rs.10.25 lakhs (2016-17 : Rs.37.14 lakhs)

Amount spent during the year: Rs. Nil (31 March 2017: Rs. Nil)

*For the purpose of this note, the term Specified Bank Notes shall have the same meaning as provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407€, dated the 8 November.

14. During the year the Company has issued 5,92,592 warrants on preferential basis to entities which form part of the public shareholders of the Company, each warrant convertible in to, or exchangeable for, one equity share of face value of Rs.10 each at a price(including the warrant subscription price and the warrant exercise price) of Rs.675/-. As per the terms of issue 25% of total amount of Rs.40 cr i.e. Rs.9.99 cr have been paid at the time of subscription and the balance 75% to be payable at the time of exercising the warrant within 18 months from the date of allotment. In case the warrant holder does not exercise within that time, the warrants shall lapse and the subscription amount paid by warrant holders stands forfeited by the Company.

15. The workers at Mahape plant of the Company are on strike since April 8, 2017 and the strike is continuing. The Company’s application for the closure filed with Labour and Energy department has been declined and the same is being challenged before the Labour Tribunal. The Company has made the necessary provision for legal dues payable to the workers.

16. Disclosures pursuant to Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 And Section 186 Of The Companies Act, 2013.

17. Standards issued but not yet effective

Ind AS 115: Revenue from Contracts with Customers

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying Ind AS 115, ‘Revenue from Contracts with Customers’. The Standard is applicable to the Company with effect from 1st April, 2018. Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts when it becomes effective. The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

The Company is in process of its preliminary evaluation of the possible impact of Ind AS 115 and will adopt it retrospectively with the cumulative effect of initially applying this standard recognised as an adjustment to the opening balance of retained earnings at the date of initial application i.e. April 1, 2018 and accordingly comparatives for the year ended March 31, 2018 will not be retrospectively adjusted. This standard is applied retrospectively only to the contracts that are not completed contracts at the date of initial application. The Company does not expect the impact of the adoption of new standard to be material on its retained earnings and to its net income on an ongoing basis.

Ind AS 21 - The effect of changes in Foreign Exchange rates (Appendix B)

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration.

The amendment will come into force from April 1, 2018. The Company does not expect the effect of this on the financial statements to be material based on preliminary evaluation.

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Mar 31, 2017

1. Rights, preferences and restrictions 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.

During the year ended 31 March 2017, the amount of per share dividend recognized as distributions to equity shareholders was Rs. Nil (31 March 2016 : Rs. 3).

On winding up of the Company, the holders of 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.

Short Term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks.

Working capital credit facility from State Bank of Travancore is partly secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

Cash credit, bank overdraft and working capital demand loans from banks are repayable on demand and carry interest @10.25% to 14.00% p.a.

Bill discounting and letter of credit are repayable within 90 days and carry interest @ 9.75% to 10.60%.

Packing credit loans are repayable within 180 days and carry interest @ 2.50% to 4.30%.

Buyers credit from banks carry interest @ LIBOR Plus 0.55% to 2.5% and repayable within 180 days

2. Employee Benefits

The Company operates defined plan, with respect to gratuity for its employees. Under the Basic gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed years of service. The scheme with respect to all employees, except directors of the Company is funded with an insurance Company in the form of qualifying insurance policy.

The Company has two facilities at Mahape and Surat. The Company maintains a funded gratuity scheme for its employees. The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plan.

Defined Contribution Plans

Amount of f 18,971,447 (31 March 2016 : Rs. 20,802,740) contributed towards Provident and other funds is recognized as an expenses and included in Note 21 Contribution to Provident and other funds in statement of profit and loss account.

3. Segment information Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/expense/result.

4. Capital and other commitments

As 31 March 2017, the Company has capital commitments of Rs. 1,647,403 (Net of advance) (31 March 2016: t 8,813,945)

Note: 5

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. 317,606,651 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. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 6

The Company had received an order from Commissioner of customs (Import) levying differential duty and penalties aggregating to Rs. 94,500,000 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. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above order. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

7. Deferral/capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) had issued the amendment dated 29 December 2011 to AS 11 The Effects of Changes in Foreign Exchange Rates, to allow companies deferral/capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment/earlier amendment to AS 11, the Company has capitalized exchange differences, arising on long-term foreign currency loan, for the purpose of capital assets amounting to Rs. 2,570,038 (31 March 2016: Rs. Nil) to the cost of tangible and intangible fixed assets.

8. Loans and advances in the nature of loans given to subsidiary as per the provisions of Regulations 34(3) of Securities Exchange Board of India (SEBI) (Listing obligations and disclosure requirement) Regulations 2015.

Repro Innovative Digiprint Limited

Balance as at 31 March 2017 is Rs. 115,484,541 (31 March 2016: Rs. 133,159,504)

Maximum amount outstanding during the year is Rs. 115,484,541 (31 March 2016: Rs. 133,159,504)

Repro Knowledge Cast Limited

Balance as at 31 March 2017 Rs. 206,898,005 (31 March 2016: Rs. 145,677,725)

Maximum amount outstanding during the year is Rs. 206,898,005 (31 March 2016: Rs. 145,677,725)

* The Company has set off the amounts payable to the subsidiaries with the ICD’s placed amounting to Rs. 117,766,050 (31 March 2016: Rs. 68,251,854)

9. Operating lease as lessee

The Company has taken premises under operating lease. The lease period of these premises have lease period ranging from 1 to 9 years with an option to renew the Lease after this period. In case of the premises taken on operating leases, sub-letting is not permitted

During the year an amount of Rs. 49,459,833 was recognized as an expenses in the statement of Profit and Loss in respect of operating leases (31 March 2016: Rs. 51,368,360).

10. Subsequent to the year end, the Company had received notice from president of trade union of Mahape plant informing the Company of their decision to go on strike if their demand for increase in wages/perks is not agreed by the management from 8th April, 2017 and accordingly the workers have gone on strike from that date. The Company has taken all necessary steps for smooth functioning of its activities during the period of strike.

11. Disclosure on Corporate Social Responsibility

12. Gross amount required to be spent by the Company during the year 2016-17 -t 3,713,522 (31 March 2016: t 7,130,312)

13. Amount spent during the year: Rs. Nil (31 March 2016: Rs. 469,920)

14. For the purpose of this note, the term Specified Bank Notes shall have the same meaning as provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8 November 2016.

15. Previous year figures

Previous year’s figures have been regrouped wherever necessary to conform to this year’s classification.

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Mar 31, 2016

(a) Short-term employee benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period.

(b) Post-employment benefits:

Contributions payable to Government administered provident fund scheme, which is a defined contribution scheme, are charged to the statement of profit and loss as incurred.

The Company''s gratuity scheme with Life Insurance Corporation of India is a defined benefit plan. The Company''s net obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value and the fair value of any plan assets is deducted. The present value of the obligation under such defined benefit plan is determined based on actuarial valuation carried out by an independent actuary at balance sheet date using the Projected Unit Credit Method which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government securities as at the balance sheet date. When the calculation results in a benefit to the Company, the recognized asset is limited to the net total of any unrecognized actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the statement of profit and loss.

(c) Other Long-term employment benefits:

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date and is determined based on actuarial valuation by an independent actuary using the Projected Unit Credit Method. The discount rates used for determining the present value of the obligation under defined benefit plan, are based on the market yields on Government securities as at the balance sheet date.

Impairment of Tangible and Intangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or cash-generating units (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects currency market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset''s or cash-generating unit''s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset''s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

Income taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

In the situations where the Company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of timing differences which reverse during the tax holiday period, to the extent the Company''s gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in which the timing differences originate. However, the Company restricts recognition of deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the timing differences which originate first are considered to reverse first.

At each balance sheet date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." The Company reviews the "MAT Credit Entitlement" asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

Employee Stock Option Plan

The measurement and disclosure of employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortized over the vesting period of the option on a straight line basis.

Segment reporting

Identification of segments

The Company operates in a single business segment in view of the nature of the products and services provided. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognized at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The provisions are measured on an undiscounted basis.

Contingent liabilities and contingent assets

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

Derivative Instruments and Hedge Accounting

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecast transactions. The Company designates such forward contracts in a cash flow hedging relationship by applying the hedge accounting principles set out in Accounting Standard 30 (AS 30) "Financial Instruments: Recognition and Measurement”. These forward contracts are stated at fair value at each reporting date. Changes in the fair value of these forward contracts that are designated and effective as hedges of future cash flows are recognized directly in "Cash Flow Hedge Reserve account” under Reserves and Surplus and the ineffective portion is recognized immediately in the Statement of Profit and Loss. Amounts accumulated in the "Cash Flow Hedge Reserve account” are reclassified to the Statement of Profit and Loss in the same period during which the forecasted transaction affects profit and loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. For forecasted transactions, any cumulative gain or loss on the hedging instrument recognized in "Cash Flow Hedge Reserve account” is retained until the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognized in "Cash Flow Hedge Reserve account" is immediately transferred to the Statement of Profit and Loss."

Operating leases

Assets acquired under leases other than finance leases are classified as operating leases. The total lease rentals (including scheduled rental increases) in respect of an asset taken on operating lease are charged to the Statement of Profit and Loss on a straight line basis over the lease term unless another systematic basis is more representative of the time pattern of the benefit. Initial direct costs incurred specifically for an operating lease are deferred and charged to the Statement of Profit and Loss over the lease term.

b. Rights, preferences and restrictions 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 was 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.

During the year ended 31 March 2016, the amount of per share dividend recognized as distributions to equity shareholders was Rs, 3 (31 March 2015 : Rs, 10).

On winding up of the Company, the holders of 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.

Short Term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks.

Working capital credit facility from State Bank of Travancore is is partly secured by second charge on the fixed assets of the Company ranking pari passu with all banks. Cash credit, bank overdraft and working capital demand loans from banks are repayable on demand and carries interest @10.25% to 14.00% p.a.

Bill discounting and letter of credit are repayable within 90 days and carry interest @ 9.40% to 10.60%.

Packing credit loans are repayable within 180 days and carry interest @ 1.50% to 3.50%.

Buyers credit from banks carried interest @ LIBOR Plus 0.55% to 2.5% and repayable within 180 days.

1. Employee Benefits

The Company operates defined plan, with respect to gratuity for its employees. Under the Basic gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed years of service. The scheme with respect to all employees, except directors of the Company is funded with an insurance Company in the form of qualifying insurance policy.

The Company has two facilities at Mahape and Surat. The Company maintains a funded gratuity scheme for its employees.

The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plan.

Statement of profit and loss

Net employee benefit expense recognized in the employee cost

Expected contribution to defined benefit plan for the year ended 31 March 2017 is Rs, 15,506,813 (31 March 2016: Rs, 15,808,023).

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

Defined. Contribution Plans

Amount of Rs, 20,802,740 (31 March 2015 : Rs, 19,423,128) is recognized as an expense and included in Note 21 Contribution to Provident and other funds in statement of profit and loss account.

2. Employee stock options plans

The Company has provided two Employee Stock Option Plans namely Repro India Ltd. (Employee Stock Option Scheme), 2006 (Repro ESOS 2006) and Repro India Ltd. (Employee Stock Option Scheme), 2010 (Repro ESOS 2010). These schemes are in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2009, ("the SEBI Guidelines"). The Compensation Committee constituted in accordance with the SEBI Guidelines administers and monitors the scheme.

3. Segment information Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/expense/result. Geographical segment

The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by location of the assets.

4. Related party disclosures under Accounting Standard 18

a. The following are the names of related parties where control exists:

Name of the Related party Nature of Relationship

Holding/Subsidiary Company

Repro Enterprises Private Limited Holding Company Repro Innovative Digiprint Limited Subsidiary Company Repro Knowledgecast Limited Subsidiary Company

Key Management Personnel Mr. Vinod Vohra Chairman

Mr.SanjeevVohra ManagingDirector

Mr. Rajeev Vohra Director

Mr. Mukesh Dhruve Director

Mr. Pramod Khera Director

Relatives of Key Management Personnel

Mrs. Renu Sanjeev Vohra Wife of Mr. Sanjeev Vohra

Mrs. Renu Vinod Vohra Wife of Mr. Vinod Vohra

Mrs. Deepa Vohra Wife of Mr. Rajeev Vohra

Mrs. Shruti Dhruve Wife of Mr. Mukesh Dhruve

Mrs. Nita Khera Wife of Mr. Pramod Khera

Ms. Sonam Vohra Daughter of Mr. Sanjeev Vohra

Ms. Trisha Vohra Daughter of Mr. Sanjeev Vohra

Mr. Nirbhay Vohra Son of Mr. Sanjeev Vohra

Mr. Kunal Vohra Son of Mr. Rajeev Vohra

Mrs. Avinash Vohra Mother of Mr. Sanjeev, Vinod and Rajeev

Vohra

Enterprises owned or significantly influenced by Key management personnel or their relatives

MPR Consultants Private Limited Trisna Trust

Zoyaksa Consultants Private Limited Quadrum Solutions Private Limited

5. Capital and other commitments

As 31 March 2016, the Company has capital commitments of Rs, 8,813,945 (Net of advance) (31 March 2016: Rs, 641,982)

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, 317,606,651 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. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 2

The Company imports Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above-referred scheme.

Note 3

The Company had received an order from Commissioner of customs (Import) levying differential duty and penalties aggregating to Rs, 94,500,000 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. The company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above order. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

6. Loans and advances in the nature of loans given to subsidiary as per the provisions of Regulations 34(3) of Securities Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirement) Regulations 2015.

Repro Innovative Digiprint Limited

Balance as at 31 March 2016 is Rs, 133,159,504 (31 March 2015: Rs, 172,425,404) Maximum amount outstanding during the year is Rs, 133,159,504 (31 March 2015: Rs, 172,425,404)

Repro Knowledge cast Limited

Balance as at 31 March 2016 Rs, 145,677,725 (31 March 2015: Rs, 49,151,602)

Maximum amount outstanding during the year is Rs, 145,677,725 (31 March 2015: Rs, 49,151,602)

* In the current year, the Company has set off the amounts payable to the subsidiaries with the ICD''s placed amounting to Rs, 68,251,854 (31 March 2015: Rs, Nil).

7. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

The information given below has been determined to the extent such parties have been identified on the basis of information available with the company.

8. Derivative financial instruments:

The Company has adopted recognition and measurement criteria relating to hedge accounting as per AS 30 "Financial Instruments: Recognition and Measurement" for foreign currency forward contracts with effect from 1 April 2013.

The Company uses foreign exchange forward contracts to hedge its exposure to movement in foreign exchange rates. These derivatives are not used for trading or speculation purposes.

The Company classifies such derivative contracts that hedge foreign currency risk associated with highly probable forecast transactions as cash flow hedges and measures them at fair value. The effective portions of such cash-flow hedges is recorded as part of reserve and surplus within cash-flow hedging reserve account and re-classified in the statement of Profit and Loss in the period in which highly probable forecasted transaction occurs.

The Company has the following outstanding derivative instruments as at 31 March 2016: Foreign currency forward contract designated in a cash flow hedging relationship:

The following are outstanding foreign exchange forward contracts, which have been designated as Cash Flow Hedges: Notional amount of forward contracts as at 31 March 2016 Rs, NIL (March 2015 Rs, 124,676,000) (Mark-to-Market gain Rs, NIL (March 2015 : Rs, 65,265).

The movement in Hedging Reserve Account during year ended 31 March 2016 for derivatives designated as Cash Flow Hedges is as follows:

Of the above, 31 March 2016 Rs, NIL (March 2015: Rs, 65,265) has been shown in other current assets and 31 March 2016 Rs, NIL (March 2015: Rs, 65,265) has been shown in Cash Flow Hedge Reserve.

10. Operating lease as lessee

The Company has taken premises under Operating Lease. The Lease period of these premises have lease period ranging from 1 to 9 years with an option to renew the Lease after this period. In case of the premises taken on operating leases, sub-letting is not permitted.

During the year an amount of Rs, 51,368,360 was recognized as an expenses in the statement of Profit and Loss in respect of operating leases (31 March 2015: Rs, 47,558,345).

11. Disclosure on Corporate Social Responsibility (''CSR'')

i. Gross amount required to be spent by the Company during the year 2015-16 -Rs, 7,130,312 (Previous year 31 March 2015: Rs, 8,327,470)

ii. Amount spent during the year: Rs, 469,920 (31 March 2015: Rs, Nil)

iii. Details of related party transactions: Rs, Nil (31 March 2015: Rs, Nil)

iv. No provision for expenses on CSR has been made in the current year.

12. Previous year figures

Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.

The notes referred to above form an integral part of the financial statements As per our report of even date attached

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Mar 31, 2015

1 Corporate information

Repro India Limited ("The Company") is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on stock exchanges in India. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

2 Basis of preparation

The financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (''Indian GAAP'') and comply with the Accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 which continue to apply under Section 133 of the Companies Act, 2013, (''the Act'') read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies Act, 1956, to the extent applicable.

3. Employee Benefits

The Company operates defined plan, with respect to gratuity for its employees. Under the Basic gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed years of service. The scheme with respect to all employees, except directors of the Company is funded with an insurance Company in the form of qualifying insurance policy.

The Company has two facilities at Mahape and Surat. The Company maintains a funded gratuity scheme for its employees and unfunded gratuity scheme for its directors.

The following table summarises the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plan.

4. Segment information Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/expense/result.

5. Contingent liabilities (All amounts In Rs.) Contingent Liabilities March 31, 2015 March 31,2014

Bill discounted with Banks 185,484,760 162,403,546

Customs duty demand on imported computer software (refer note 1 below) 317,606,651 317,606,651

Obligation under Export Promotion Capital Goods Scheme (refer note 2 below) 29,469,043 49,038,190

Corporate guarantee given to Bank on behalf of Repro Knowledgecast Limited. 232,772,400 225,000,000

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. 317,606,651 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. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 2

The Company imports Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above-referred scheme.

6. Deferral/capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) had issued the amendment dated December 29, 2011 to AS 11 The Effects of Changes in Foreign Exchange Rates, to allow companies deferral/capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment/earlier amendment to AS 11, the Company has capitalized exchange differences, arising on long- term foreign currency loan, for the purpose of capital assets amounting to Rs. 32,670,318 (loss) (March 31,2014: Rs. 86,821,969 - loss) to the cost of tangible and intangible fixed assets and Rs. Nil (March 31,2014: Rs. 3,013,951) to capital work-in-progress.

7. Loans and advances in the nature of loans given to subsidiaries and associates and firms/Companies in which directors are interested in accordance with clause 32 of the Listing agreement

Repro Innovative Digiprint Limited

Balance as at March 31,2015 is Rs. 172,425,404 (March 31,2014: Rs. 158,844,223)

Maximum amount outstanding during the year is Rs. 172,425,404 (March 31,2014: Rs. 158,844,223)

Repro Knowledgecast Limited

Balance as at March 31,2015Rs.49,151,602 (March 31,2014: Rs. 1,226,047)

Maximum amount outstanding during the year is Rs. 49,151,602 (March 31,2014: Rs. 7,509,685 )

8. Derivative financial instruments:

The Company has adopted recognition and measurement criteria relating to hedge accounting as per AS 30 "Financial Instruments: Recognition and Measurement" for foreign currency forward contracts with effect from April 1,2013.

The Company uses foreign exchange forward contracts to hedge its exposure to movement in foreign exchange rates. These derivatives are not used for trading or speculation purposes.

The Company classifies such derivative contracts that hedge foreign currency risk associated with highly probable forecast transactions as cash flow hedges and measures them at fair value. As at March 31, 2015, these highly probable forecast transactions are expected to occur over a period of April 2015 to August 2015, which also coincides with maturity of hedging instruments. The effective portions of such cash-flow hedges is recorded as part of reserve and surplus within cash-flow hedging reserve account and re-classified in the statement of Profit and Loss in the period in which highly probable forecasted transaction occurs.

The Company has the following outstanding derivative instruments as at March 31, 2015:

Foreign currency forward contract designated in a cash flow hedging relationship:

The following are outstanding foreign exchange forward contracts, which have been designated as Cash Flow Hedges:

Notional amount of forward contracts as at March 31, 2015: Rs. 124,676,000 (March 31, 2014: Rs. 1,241,672,875) (Mark-to-Market gain Rs. 65,265 (March 31,2014: Rs. 4,778,253).

The movement in Hedging Reserve Account during year ended March 31, 2015 for derivatives designated as Cash Flow Hedges is as follows:

Of the above, Rs. 65,265 has been shown in other current assets and Rs. 65,265 has been shown in Cash Flow Hedge Reserve.

9. Note on compliance under Section 297 of the Companies Act, 1956 (''the Act'')

During the previous year, the Company entered into some transactions which required prior approval from the Central Government under Section 297 of the Act which was not received/obtained by the Company within the prescribed time. The Company has later filled an application under Section 621A of the Act for the compounding of the said non-compliances with Registrar of Companies. The same application were heard and compounded during the year vide Order dated November 11,2014.

10. CSR Policy

As required by section 135 of Companies Act, 2013 and rules therein, a CSR committee has been formed by the Company. It is decided by the Board that the Digital solution being an innovative subject, identification of a specific project following the roadmap, would take a certain amount of time and the Company will not be able to initiate the actual expenditure for the CSR activity before March 31,2015. Accordingly, the Company has not contributed to the CSR during the financial year 2014-15.

11. Previous year figures

Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.

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Mar 31, 2014

Corporate information

Repro India Limited ("The Company") is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

Basis of preparation

These financial statements have been prepared and presented on the accrual basis of accounting and comply with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, the relevant provisions of the Companies Act, 1956/relevant provisions of the Companies Act, 2013 to the extent applicable and other accounting principles generally accepted in India, to the extent applicable. The financial statements are presented in Indian rupees.

Share Capital

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends 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.

During the year ended 31 March 2014, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 10 (March 31, 2013 : Rs. 10).

On winding up of the Company, the holders of 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.

Short-term Borrowings

Short-term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks. The packing credit facilities amounting to Rs. 127,785,707 (31 March 2013 : Rs. 167,517,611) are partially secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

Cash credit, bank overdraft and working capital demand loans from banks are repayable on demand and carries interest @12% to 14% p.a.

Bill discounting and letter of credit are repayable within 90 days.

Packing credit loans are repayable within 180 days and carry interest @ 1.2% to 5%.

Buyers Credit from banks carried interest @ LIBOR Plus 0.5% to 0.8%.

Cash and bank balances

Margin money deposits given as security

Margin money deposits with a carrying amount of Rs. 25,852,393 (31 March 2013 : Rs. 14,523,474) are subject to first charge to secure the Company''s cash credit loans.

Employee Benefits

The Company operates defined plan, with respect to gratuity for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed years of service. The scheme with respect to all employees, except directors of the Company is funded with an insurance Company in the form of qualifying insurance policy.

The Company has two facilities at Mahape and Surat. The Company maintains a funded gratuity scheme for its employees and unfunded gratuity scheme for its directors.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

Defined Contribution Plans

Amount of Rs. 16,050,518 (31 March 2013 : Rs. 15,520,369) is recognized as an expenses and included in Note 21 Contribution to provident fund and other funds in Statement of profit and loss.

Employee stock options plans

The Company has provided two Employee Stock Option Plans namely Repro India Ltd. (Employee Stock Option Scheme), 2006 (Repro ESOS 2006) and Repro India Ltd. (Employee Stock Option Scheme), 2010 (Repro ESOS 2010) which were in operation during the year. These schemes are in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2009, ("the SEBI Guidelines"). The Compensation Committee constituted in accordance with the SEBI Guidelines administers and monitors the scheme.

The weighted average fair value of options granted was Rs. 70. (Rupees Seventy Only). The Black Scholes valuation model has been used for computing the weighted average fair value with respect to Repro Employee Stock Option Scheme (''ESOS'') 2006.

The expected volatility of the share price is measure of the amount by which the share price is expected to fluctuate during the period. The Company is listed and expected volatility was determined based on historical information of the movement of share price from which an estimate of expected volatility is calculated.

Since the enterprise had granted shares at a price equal to the closing market price on the date of the grant, there is no impact of ESOPs on the financial position.

Segment information

Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

The operating businesses are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/ expense/ result.

Geographical segment

The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by location of the assets.

Related party disclosures

a. The following are the names of related parties where control exists:

Name of the Related party Nature of Relationship Holding/Subsidiary Company

Repro Enterprises Private Limited Holding Company

Repro Innovative Digiprint Limited Subsidiary Company

Repro Knowledgecast Limited Subsidiary Company

b. Related Parties with whom transactions have taken place during the year:

Key Management Personnel

Mr. Vinod Vohra Chairman

Mr. Sanjeev Vohra Managing Director

Mr. Rajeev Vohra Director

Mr. Mukesh Dhruve Director

Mr. Pramod Khera Director

Relatives of Key Management Personnel

Mrs. Renu Sanjeev Vohra Wife of Mr. Sanjeev Vohra

Mrs. Renu Vinod Vohra Wife of Mr. Vinod Vohra

Mrs. Deepa Vohra Wife of Mr. Rajeev Vohra

Mrs. Shruti Dhruve Wife of Mr. Mukesh Dhruve

Mrs. Nita Khera Wife of Mr. Pramod Khera

Ms. Sonam Vohra Daughter of Mr. Sanjeev Vohra

Mr. Nirbhay Vohra Son of Mr. Sanjeev Vohra

Mr. Kunal Vohra Son of Mr. Rajeev Vohra

Late Inderjit Vohra Father of Mr. Sanjeev, Vinod and Rajeev Vohra

Mrs. Avinash Vohra Mother of Mr. Sanjeev, Vinod and Rajeev Vohra

Mr. Rajeev Khera Brother of Mr. Pramod Khera

Enterprises owned or significantly influenced by Key management personnel or their relatives

Trisna Trust

Zoyaksa Consultants Private Limited

Quadrum Solutions Private Limited

Capital and other commitments

At 31 March 2014, the Company has capital commitments of Rs. 8,530,931 (31 March 2013 : Rs. 71,615,695).

Contingent liabilities

Contingent Liabilities 31 March 2014 31 March 2013

Bill discounted with Banks 162,403,546 33,414,116

Customs duty demand on imported computer software (refer Note 1 below) 317,606,651 317,606,651

Obligation under Export Promotion Capital Goods Scheme (refer Note 2 below) 49,038,190 49,038,190

Corporate guarantee given to Repro Knowledgecast Limited 225,000,000 163,167,900

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 '' 317,606,651 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. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 2

The Company imports Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non-fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above referred scheme.

Deferral/capitalisation of exchange differences

The Ministry of Corporate Affairs (MCA) had issued the amendment dated December 29, 201 1 to AS 11 The Effects of Changes in Foreign Exchange Rates, to allow companies deferral/capitalisation of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment/earlier amendment to AS 11, the Company has capitalized exchange differences, arising on long-term foreign currency loan, for the purpose of capital assets amounting to Rs. 86,821,969 (loss) (31 March 2013 : Rs. 48,377,984 - loss) to the cost of tangible and intangible fixed assets and Rs. 3,013,951 (31 March 2013 : Rs. nil) to capital work-in-progress.

Loans and advances in the nature of loans given to subsidiaries and associates and firms/Companies in which directors are interested in accordance with Clause 32 of the Listing agreement

Repro Innovative Digiprint Limited

Balance as at 31 March 2014 is Rs. 158,844,223 (31 March 2013 : Rs. 93,846,221)

Maximum amount outstanding during the year is Rs. 158,844,223 (31 March 2013 : Rs. 1 15,591,750)

Repro Knowledgecast Limited

Balance as at 31 March 2014 Rs. 1,226,047 (31 March 2013 : Rs. 347,632)

Maximum amount outstanding during the year is Rs. 7,509,685 (31 March 2013 : Rs. 40,159,127)

Derivative financial instruments:

The Company has adopted recognition and measurement criteria relating to hedge accounting as per AS 30 "Financial Instruments: Recognition and Measurement" for foreign currency forward contracts with effect from 1 April 2013.

The Company uses foreign exchange forward contracts to hedge its exposure to movement in foreign exchange rates. These derivatives are not used for trading or speculation purposes.

The Company classifies such derivative contracts that hedge foreign currency risk associated with highly probable forecast transactions as cash flow hedges and measures them at fair value. As at 31 March 2014, these highly probable forecast transactions are expected to occur over a period of April 2014 to August 2015, which also coincides with maturity of hedging instruments. The effective portions of such cash-flow hedges is recorded as part of reserve and surplus within cash-flow hedging reserve account and re-classified in the Statement of profit and loss in the period in which highly probable forecasted transaction occurs.

The Company has the following outstanding derivative instruments as at 31 March 2014:

Foreign currency forward contract designated in a cash flow hedging relationship:

The following are outstanding foreign exchange forward contracts, which have been designated as Cash Flow Hedges:

Notional amount of forward contracts as at 31 March 2014 Rs. 1,241,672,875 (Mark-to-Market gain Rs. 4,778,253).

The movement in Hedging Reserve Account during year ended 31 March 2014 for derivatives designated as Cash Flow Hedges is as follows: Of the above, Rs. 29,000,632 has been shown in other current liabilities and Rs. 33,778,885 has been shown in short-term loans and advances.

Operating lease as lessee

The Company has taken premises under Operating Lease. The Lease period of these premises have lease period ranging from 5 to 13 year with an opting to renew the Lease after this period. In case of the premises taken on operating leases, sub-letting is not permitted

During the year an amount of Rs. 48,906,467 was recognised as an expenses in the Statement of profit and loss in respect of operating leases (31 March 2013 : Rs. 39,057,552).

Compliance with the requirements of the Companies Act, 1956 (''the Act'')

During the year, the Company entered into some transactions which required prior approval from the Central Government under Section 297 of the Act which was not received/obtained by the Company within the prescribed time. The Company has later filed an application under Section 621A of the Act for compounding of the said non compliances with Registrar of Companies.

Previous year figures

Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification. Previous year figures have been audited by a firm other than B S R & Co LLP.

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Mar 31, 2013

1. Corporate information

Repro India Limited ("The Company") is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. Employee Benefits

The Company operates defined plan, with respect to gratuity for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed years of service. The scheme with respect to all employees, except directors of the Company is funded with an insurance company in the form of qualifying insurance policy.

The Company has two facilities at Mahape and Surat. The Company maintains a funded gratuity scheme for its employees and unfunded gratuity scheme for its directors.

The following table summarises the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plan.

4. Employee stock options plans

The Company has provided two Employee Stock Option Plans namely Repro India Limited (Employee Stock Option Scheme), 2006 (Repro ESOS 2006) and Repro India Limited (Employee Stock Option Scheme), 2010 (Repro ESOS 2010) which were in operation during the year. These schemes are in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2009, ("the SEBI Guidelines"). The Compensation Committee constituted in accordance with the SEBI Guidelines administers and monitors the scheme.

5. Segment information Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/expense/result.

Geographical segment

The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by location of the assets.

6. Capital commitments

At March 31, 2013, the Company has capital commitments of Rs. 71,615,695 (March 31, 2012: Rs. 66,039,380).

7. Contingent liabilities

Contingent Liabilities March 31, 2013 March 31, 2012

Bill discounted with Banks 33,414,116 57,974,568

Cenvat Refund claim (Refer Note 1 below) 60,304,740 60,304,740

Service Tax Refund (Refer Note 2 below) 7,881,985 5,029,250

Excise Rebate (Refer Note 3 below) 4,447,176 4,447,176

Customs duty demand on imported computer software (Refer Note 4 below) 317,606,651 317,606,651

Obligation under Export Promotion Capital Goods Scheme (Refer Note 5 below) 49,038,190 85,309,258

Corporate guarantee given to Repro Knowledgecast Limited 163,167,900 -

Note 1

As against the Cenvat refund claim of Rs. 20,484,268 for the period April 2007 to December 2007, the Company received a refund of Rs. 17,340,854. The Company had preferred an appeal against the aforesaid deduction of Rs. 3,143,414 and subsequently, the appeal has also been initiated by the Excise Authorities for the refund so granted. The Cenvat Refund for the subsequent period from January 2008 to June 2010 aggregating to Rs. 39,820,472 is outstanding as receivable from Excise Authorities as on March 31, 2013. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 60,304,740 (including the refund of Rs. 17,340,854, which has been received, and may have to be refunded in case of an unfavorable outcome) has been included under contingent liabilities.

Note 2

The Company has received an Order from Commissioner of Central Excise dated May 20, 2011 rejecting the refund claim stating it as time barred. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above Order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 7,881,985 (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

Note 3

The Company had received an Order from Commissioner of Central Excise dated February 21, 2011 rejecting the refund claim stating it as time barred. The Company had filed an appeal on June 6, 2011 against the said order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 4,447,176 (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

Note 4

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. 317,606,651 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. Further, in case of erstwhile Microsoft business, show cause notice was issued by The Commissioner of Central Excise for inclusion of Royalty/License fees in the assessable value for arriving at the excise duty liability. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 5

The Company imports Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above-referred scheme.

8. Deferral/capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) had issued the amendment dated December 29, 2011 to AS 11 The Effects of Changes in Foreign Exchange Rates, to allow companies deferral/capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment/earlier amendment to AS 11, the Company has capitalized exchange differences, arising on long-term foreign currency loan, for the purpose of capital assets amounting to Rs. 48,377,984 (loss) (March 31, 2012: Rs. 88,018,939 - (loss) to the cost of tangible and intangible fixed assets and Rs. Nil (March 31, 2012: Rs. 469,793 loss) to capital work-in-progress. The exchange loss pertaining to other long-term monetary items of Rs. 7,169,963 (March 31, 2012: Rs. 22,166,003) has been taken to "Foreign Currency Monetary Item Translation Difference Account."

9. Loans and advances in the nature of loans given to subsidiaries and associates and firms/Companies in which directors are interested in accordance with Clause 32 of the Listing Agreement

Repro Innovative Digiprint Limited

Balance as at March 31, 2013 is Rs. 93,846,221 (March 31, 2012: Rs. 62,441,079)

Maximum amount outstanding during the year is Rs. 115,591,750 (March 31, 2012: Rs. 99,818,343)

Repro Knowledgecast Limited

Balance as at March 31, 2013 Rs. 347,632 (March 31, 2012: Nil)

Maximum amount outstanding during the year is Rs. 40,159,127 (March 31, 2012: Nil)

10. Capital work-in-progress includes expenses capitalized of Rs. 13,904,550 comprising of rent (March 31, 2012: Rs. 6,948,900)

11. Previous year figures

Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification.

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Mar 31, 2012

1. Corporate information

Repro India Limited ("The Company") is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. It's shares are listed on two stock exchanges in India. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Segment Information

Business segment

The Company operates in a single business segment of Value Added Print Solutions and hence, there are no separate reportable segments of the Company.

Secondary information is reported geographically. The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in total revenue/expense/result.

Geographical segment

The Company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by location of the assets.

Other transactions

During the year ended March 31, 2012, the Company has provided for proposed final dividend of Rs. 10 per share on equity shares (March 31, 2011: Rs. 6 per share). This included dividend on equity shares held by Holding Company. For details of shares held by the holding Company, refer note 3(c).

4. Capital commitments

At March 31, 2012, the Company has capital commitments of Rs. 66,039,380 (March 31, 2011:Rs. 191,822,100).

5. Contingent liabilities

Contingent Liabilities 31-March-2012 31-March-2011

Bill discounted with Banks 57,974,568 -

Cenvat Refund claim (Refer Note 1 below) 60,304,740 57,328,112

Service Tax Refund (Refer Note 2 below) 5,029,250 -

Excise Rebate (Refer Note 3 below) 4,447,176 6,107,287

Customs duty demand on imported computer software (Refer Note 4 below)317,606,651 317,606,651

Obligation under Export Promotion Capital Goods Scheme (Refer Note 5 below) 85,309,258 64,112,925

Note 1

As against the Cenvat refund claim of Rs. 20,484,268 for the period April 2007 to December 2007, the Company received a refund of Rs. 17,340,854. The Company had preferred an appeal against the aforesaid deduction of Rs. 3,143,414 and subsequently, the appeal has also been initiated by the Excise Authorities for the refund so granted. The Cenvat Refund for the subsequent period from January 2008 to June 2010 aggregating to Rs. 39,820,472 is outstanding as receivable from Excise Authorities as on March 31, 2012. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 60,304,740 (including the refund of Rs. 17,340,854, which has been received, and may have to be refunded in case of an unfavorable outcome) has been included under contingent liabilities.

Note 2

The Company has received an Order received from Commissioner of Central Excise dated May 20,2011 rejecting the refund claim stating it as time barred. The Company filed an appeal on July 22, 2011 against the said order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 5,029,250 (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

Note 3

The Company has received an Order received from Commissioner of Central Excise dated February 21, 2011 rejecting the refund claim stating it as time barred. The Company filed an appeal on June 6, 2011 against the said order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 4,447,176 (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

Note 4

The Company has received Order from Commissioner of Customs (Import), levying differential duty and penalties for the period March 2006 to March 2009 aggregating to Rs. 317,606,651 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 has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the above Order. Further, in case of erstwhile Microsoft business, show cause notice has been issued by The Commissioner of Central Excise for inclusion of Royalty/License fees in the assessable value for arriving at the excise duty liability, to which the Company is in process of responding. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

Note 5

The Company has imported Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above-referred scheme.

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Mar 31, 2011

1. Nature of Operations

Repro India Limited (the Company) is engaged in the business of commercial printing which includes printing of Annual reports, Booklets, Brochures, Calendars, House Journals, Magazines, Educational books, etc. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 191,822,100 (Previous yearRs. 8,670,749).

3. Contingent liabilities

a. Guarantees given by banks on behalf of the Company Rs. 33,292,689 (Previous year Rs. 49,843,939).

b. Invoices factored and outstanding Rs. Nil (Previous year Rs. 379,964)

c. Letter of Credit opened during the year, remained unutilized as on March 31, 2011 Rs. 76,787,830 (Previous year Rs. 2,735,344)

d. Claim against the Company not acknowledged as debts pertaining to supply of raw material Rs. 1,770,882 (Previous year Rs. 1,770,882) plus interest not quantified and Claim against the Company not acknowledged as debts pertaining to realization of export invoices Rs. 6,514,445 (Previous yearRs. Nil) plus interest not quantified.

e. As against the Cenvat refund claim of Rs. 20,484,268 for the period April 2007 to December 2007, the Company received a refund of Rs. 17,340,854. The Company had preferred an appeal against the aforesaid deduction of Rs. 3,143,414 and subsequently, the appeal has also been initiated by the Excise Authorities for the refund so granted. The Cenvat Refund for the subsequent period from January 2008 to June 2010 aggregating to Rs. 39,987,258 is outstanding as receivable from Excise Authorities as on March 31, 2011. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 57,328,112 (including the refund of Rs. 17,340,854, which has been received, and may have to be refunded in case of an unfavorable outcome) has been included under contingent liabilities.

4. Particulars of security provided against secured loans

a. Foreign Currency Term loans from Standard Chartered Bank and DBS Bank Ltd. are secured by pari passu first charge by way of hypothecation on all the movable fixed assets, both present and future, excluding assets exclusively charged to other lenders.

b. Working Capital Facilities from banks are secured by hypothecation of stock, entire book debts, receivables and other current assets of the Company both present and future ranking pari passu with all banks. The facilities from State Bank of Travancore and ING Vysya Bank Ltd are further partly secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

c. Limit of Letter of Credit (IC) for Capital expenditures from Axis Bank Limited and Standard Chartered Bank are secured by pari passu first charge on all present and future movable fixed assets including plant and machinery and furniture & fixtures, to secure this LC Limit.

d. Vehicle Loans are secured by way of assets acquired under hire purchase agreements.

e. Buyers Credit is secured pari passu first charge on current assets of the company, both present and future.

5. Segment information

(i) Business Segment:

The Company operates in a single business segment of Value Added Print Solutions and hence there are no separate reportable segments for the Company.

Notes:

The following is the general description of significant clauses of the above finance lease agreement.

a. During the period of lease, the Company cannot create without prior written consent of the lender any other debt nor any mortgage, pledge, hypothecation, charge, lien or encumbrance upon or in respect of hypothecated assets or any part thereof in any manner whatsoever in favour of any person, firm, company or bank.

b. The assets would belong to the Company solely and absolutely and would be free from any and all charges and encumbrances save and except that created in favour of the lender.

c. The aggregate carrying amount of assets acquired under lease [class of asset - vehicles] after April 1, 2001 is X12,765,713 as at March 31, 2011 (Previous year X 18,372,587).

6. a. The Transport and Courier charges of Rs. 63,854,454 (Previous year Rs. 39,297,640) are net of recovery of Rs. 797,766 (Previous

Year Rs. 276,182). Packing Material Consumed of Rs. 7,672,366 (Previous year Rs. 5,623,334) is net of packing income of Rs. Nil (Previous yearRs. 1,663,560).

b. Mailing expense recovery of Rs. 283,520 (Previous year Rs. 428,695) is net of recovery of Rs. 1,500,723 (Previous year Rs. 1,784,326).

7. The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. The following suppliers are registered as Micro, Small, or Medium Enterprises as at March 31, 2011 in terms of provisions of The Micro Small and Medium Enterprises Development Act, 2006:

8. a. Fixed assets/ Capital work in progress includes personnel expenses capitalised of Rs. Nil (Previous year Rs. 18,918,717) for implementation of the ERP package.

b. Fixed assets/ Capital work in progress includes travelling and conveyance expenses capitalised of Rs. 1,353,628 (Previous year Rs. 10,323,789) for implementation of ERP package and Enterprise Content Management Project.

a. Quantitative details of goods manufactured: i. Particulars of goods manufactured

- Class of goods manufactured - Printed products include annual reports, calendars, house journals, magazines and other periodicals, IT books and other educational books, booklets and brochures, etc.

- The actual production of printed books during the year was 218,919,581 nos. (Previous year 77,270,922 nos.) and that of other printed material was 3,685,968 nos. (Previous year 2,093,930 nos.) This has been certified by the Management and accepted by the Auditors being a technical matter.

- Sales include major sales of printed books 218,919,581 nos. (Previous year 77,270,922 nos.) valuing Rs. 2,497,638,470 (Previous Year Rs 1,909,715,774) leaving balance sales of other printed and non printed material valuing Rs. 56,560,255 (Previous Year Rs. 69,209,236)

iii. Licensed capacity, installed capacity and production: (as certified by Management)

The printing industry is delicensed. The installed capacity as on March 31,2011, is approximately 34,000 MT (Previous year 31,000 MT) per annum considering 300 average working days per annum and considering average GSM paper consumed at various printing machines.

(i) Defined Benefit Plans:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

Notes:

1. The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

2. The disclosure in respect of status of defined benefits obligation have been given for three years, since the Company has adopted AS 15 (Revised) in the year 2009.

(ii) Defined Contribution Plans

Amount of Rs. 12,280,358 (Previous Year: Rs. 9,737,277) is recognised as an expense and included in Schedule - Contribution to Provident and Other Funds in the Profit and Loss account.

9. Previous years figures have been regrouped wherever necessary to conform to this years classification.

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Mar 31, 2010

1 .Nature of Operations

Repro India Limited (the Company)is engaged in the business of commercial printing which includes printing of Annual Reports,Booklets,Brochures,Calendars,House Journals,Magazines,Educational books etc.The Company provides value added print solutions from client to end user which mainly includes value engineering,creative designing,pre-press,printing,post-press,knitting &assembly,warehousing,dispatch,database management, sourcing and procurement,localization and web based services.

2.Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)Rs.8,670,749 (Previous Year Rs.13,966,313).

3.Contingent liabilities

a.Guarantees given by banks on behalf of the Company Rs.49,843,939 (Previous Year Rs.26,443,787).

b.Invoices factored Rs.379,964 (Previous Year Rs.3,020,583).

c.Letter of Credit opened during the year,remained unutilized as on March 31,2010 Rs.2,735,344 (Previous Year Rs.124,075,226).

d.Claim against the Company not acknowledged as debts pertaining to supply of raw material Rs.1,770,882(Previous Year Rs.1,770,882) plus interest not quantified.

4.Segment Reporting Policies

Identification of Segments

The Companys operating business are organized and managed separately according to the nature of products and services provided,with each segment representing a strategic business unit that offers different products and serves different markets.The analysis of geographical segment is based on the aceas in which major operating divisions of the Company operate. Inter segment transfer The Company accounts for inter-segment sales and transfers,at cost. Allocation of Common Costs Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated Items There are no unallocated items towards any business segments.

5.Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes)by the weighted average number of equity shares outstanding during the period.Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period.The weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue;bonus element in a rights issue to existing shareholders;share split;and reverse share split (consolidation of shares).- - For the purpose of calculating diluted earnings per share,the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

6.Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments.All other investments are classified as long term investments.Current investments are carried at lower of cost and fair value determined on an individual investment basis.Long term investments are carried at cost.However,provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. Particulars of security provided against secured loans

7.Foreign Currency Term loans from Standard Chartered Bank and DBS Bank Limited are secured byparipassu first charge by way of hypothecation on all the movable fixed assets,both present and future,excluding assets exclusively charged to other lenders.

8.Working Capital Facilities from bank(s)is/are secured by hypothecation of stock,entire book debts, receivables and other current assets of the Company both present and future ranking pan passu with all banks.The facility(ies)from State Bank of Travancore and ING Vysya Bank Limited are further partly secured by second charge on the fixed assets of the Company ranking paripassu with all banks. c.Vehicle Loans are secured by way of assets acquired under hire purchase agreements. d.Buyers Credit is secured pari passu first charge on current assets of the Company,both present and future.

9.Segment information

(i)Business Segment:

The Company operates as "One Integrated Business of Value Added Print Solutions"and hence there are no separate reportable segments for the Company.

10.Related party disclosures under Accounting Standard 18

a.The following are the names of related parties where control exists irrespective of whether transactions have occurred or not:

Name of the related party Nature of Relationship

Key Management Personnel Mr.Vinod Vohra Chairman Mr.Sanjeev Vohra Managing Director Mr.Rajeev Vohra Director Mr.Mukesh Dhruve Director Mr.Pramod Khera Director Mr.Dushyant Mehta Director



Relatives of KeyManagement Personnel

Mrs.Renu Vohra Wife of Mr.Sanjeev Vohra Miss Sonam Vohra Daughter of Mr.Sanjeev Vohra Mr.Rajeev Khera Brother of Mr.Pramod Khera Mrs.Nita Khera Wife of Mr.Pramod Khera Late Mrs.Asha Dhruve Wife of Mr.Mukesh Dhruve Mr.N.R.Mehta Brother of Mr.Dushyant Mehta Mrs.Shobana Mehta Wife of Mr.N.R.Mehta

Enterprises owned or significantly influenced by KeyManagement Personnel or their relatives

Quadrum Solutions Private Limited

Reproductions Private Limited

Repro Knowledgecast Private Limited

Repro Innovative Diqiprint Private Limited

11.Operating Lease

The Company has taken office premises,godowns and residential premises on operating lease.The lease term is for one to five years and thereafter not renewable.There is no escalation clause in the lease agreement.There are no restrictions imposed by lease arrangements.

12.The Transport and Courier charges of Rs.39,297,640 (Previous Year Rs.44,097,512)are net of recovery of Rs.276,182 (Previous Year Rs.2,955,401).Packing Material Consumed of Rs.5,623,334 (Previous Year Rs.5,383,584) is net of packing income of Rs.1,663,560 (Previous Year Rs.1,822,429).Mailing charges of (Rs.428,695)(Previous Year Rs.3,175,919)is net of recovery of Rs.1,784,326 (Previous Year Rs.2,387,300)

13.Advances to employees include dues from officers of the Company Rs.5,930,200 (Previous Year Rs.3,097,000). Maximum amount outstanding at any time during the year in respect of such dues -Rs.7,047,000 (Previous Year Rs.4,127,000).

14.In the opinion of the Board,current assets,loans and advances have a value of at least equal to the amounts shown in the Balance Sheet,if realised in the ordinary course of the business.The provision for all the known liabilities is adequate and not in excess of the amount reasonably necessary.

15.Personnel expenses exclude salary costs which have been capitalized during the year,aggregating to Rs.18,918,717 (Previous Year Rs.19,536,906)for implementation of the New ERP package.Travelling and Conveyance expenses exclude Rs.10,323,789 (Previous Year Rs.6,319,362)which have been capitalized towards "The Digital Content Project".

16.Additional information pursuant to the provisions of paragraphs 3,4,4C and 4D of Part II of Schedule VI to the Companies Act,1956

a.Quantitative details of goods manufactured:

Particulars of goods manufactured - Class of goods manufactured -Printed products include annual reports,calendars,house journals,magazines and other periodicals,IT books and other educational books,booklets and brochures,etc. - The nature of the Companys operationsis such that there areno known physical measures or standard classification for the saleable product because each product has different varieties. Consequently,quantitative information regarding production,turnover and opening and closing stocks of finished goods hasnot been given. - The actual production of printed books during the year was 77,270,922 nos.(Previous Year 83,612,211 nos.)and that of other printed material was 853,175nos.(Previous Year 1,988,445 nos.).This hasbeen certified by the management and accepted by the Auditors being atechnical manner. - Sales include major sales of printed books 77,270,922 nos.(Previous Year 83,612,211 nos.) valuing Rs.1,868,389,178 (Previous Year Rs.2,149,989,472)leaving balance sales of other printed and non-printed material valuing Rs.110,535,832(Previous Year Rs.180,334,714).

17.Details ofEmployee Benefits -Gratuity

(i)Defined Benefit Plans:

The Company has a defined benefit gratuity plan.Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary)for each completed year of service.The scheme isfunded with an insurance company in the form of a qualifying insurance policy.

18.Employee Stock Option Plans (ESOPS) The Company instituted an Employees Stock Option Scheme ("ESOPS")for certain employees as approved by the shareholders on September 12,2006.In accordance with the scheme,the Company hasgranted options in respect of 500,000 equity shares to employees of the Company on May 14,2007 at an exercise price of Rs.98/- being the market price on the date of grant.The options were granted with avesting period spread over 3years. During the year,55,000 number of options had lapsed on account of resignation of some employees and these were regranted on December 24,2009 to Mr.Pramod Khera,Executive Director at an exercise price of Rs.98 being the market price on the date of the grant which shall get vested on December 24,2010. As the intrinsic value (difference between Market price and Exercise price)ason the date of the grant wasnil,no compensation cost hasbeen recognised in the financial statement.During the year 1,50,000 options have been vested.

19.Previous years figures have been regrouped wherever necessary to confirm to this years classification.