Repro India Ltd Management Discussions.

Your Directors take pleasure in presenting the Management Discussion and Analysis Report for the year ended March 31, 2019.

1. OVERVIEW AND DEVELOPMENTS DURING THIS YEAR:

AN EXPLODING ONLINE BOOK OPPORTUNITY

The internet has created an entirely new kind of shopper. The digital transformation that the internet has brought about has changed the way business is conducted. This has driven global change in the way people live, work, transact business and shop. Further, the infrastructure to support this revolution has improved significantly, accessibility for the common man has increased, enabling digital transactions and an exchange of information like never before.

E-retailers are now witnessing a growth of transactions and are offering a range of goods and services that are not restricted by geographical boundaries. Newer delivery models are cropping up and the mobile is emerging as a popular device for shopping. With networked connections of people, processes and data exploding, it is expected that potential shopping formats will increase manifold. India is one of the worlds fastest growing e-retail markets. Total internet users in India are expected to grow even more rapidly – with a young Indian population that is riding the digital wave and embracing the digital way of life. Further, smartphones, shopping on-the-go and new technologies are creating a virtual marketplace.

The digital revolution is clearly here to stay. And getting its product online is the fastest way for any company to grow.

All these factors have also led to the emergence of a revolutionised book industry – and also the way books are bought all over the world. A staggering 15 % of all online sales are books, making it a huge number. Currently, India is the 6th largest book market in the world and with the total number of internet users in India expected to grow rapidly, the number of people expected to buy books online is increasing every day.

And so, what readers want, is the latest book, in the fastest time, at the lowest cost. To help publishers and readers ride the digital opportunity, your Company has developed a tech platform that helps publishers and readers tap into this Global and India opportunity even as it unfolds. Your Companys mission is to get more books.. to more readers… through more channels… anywhere in the world.

REPRO RESPONDING TO AN EXPLODING OPPORTUNITY

India is adapting to this change faster than can be imagined. Buying a book online has opened up never before opportunities – both for the reader as well as the publisher. Readers now get exactly the title they want, right at their doorstep. And publishers now have their books on e-bookstores and reach readers anywhere in the world, thus expanding their market exponentially.

Recognising the need and potential of the market, getting titles on e-platforms so that they are visible to millions of potential readers, is the task at hand for all publishers.

To help ride the digital opportunity, your Company has built tech platforms that disrupt the traditional way of doing business in the publishing industry - offering a specialised solution created to help tap into this booming India opportunity even as it unfolds… recognising that the time to tap into this opportunity is now!

INNOVATING NEW AGE

The tech platform your Company has created, enables a publisher to access markets that otherwise would not have been accessed. By digitising and making titles available online, and printing them on-demand to reach a reader anywhere, your Companys solution is disrupting an age-old publishing process. And enabling publishers to take advantage of the massive opportunity the internet has thrown their way.

Your Company has identified the requirements of this changing paradigm to address the key issues that the publishers face. Some of these challenges are :

Inefficient and very high costs and wastage of warehousing and inventory.

The rate of obsolescence, particularly in education books, resulting in hard to sell inventory.

The completely un-organised printing and publishing industry.

The limited reach of the traditional distributors and distribution system.

And finally the problem of returns and collections that is ingrained in the retail distribution system.

Your Company has customised a solution to enable publishers to eliminate the challenges of the traditional processes. The solution has been designed so that every publisher can reach his reader, without any of the headaches associated with the traditional way of doing business in the publishing industry.

CREATING CHANNELS THAT REACH READERS ANYTIME, ANYWHERE

Publishers can now take full advantage of the online revolution with our tech platform and reach readers all over the world. The content is aggregated from the publisher (the content owners) and it is archived in a digital warehouse. The Repro solution ensures that publishers get their books to their readers through:Online channels – by aggregating, digitising, listing titles on online stores, producing on-demand and delivering anywhere. When an order is placed, your Company accesses the soft copy of the title from its content repository and produces it in the state-of-the-art one book factory and dispatches it to the customer within the shortest possible time. Your Company has further extended the solution to distribution and collection – right up to the collection of royalties which are given to the publishers for each book purchased and produced.

This business model has grown rapidly in the last year and presents a tremendous opportunity. Your Company also offers publishers the solution of listing their physical stock online, so that they can sell their inventory to an audience all over the world.

Schools – by reaching K-12 students through online storefronts and delivering educational books directly to their doorstep. Your Company understands the needs of school administrations, parents and students. Making textbooks available to students through a direct online purchase addresses an avoidable pain area that parents face. Once the order is placed the books are delivered right to their doorstep.

Bookshops by offering a unique solution that helps minimise bookstore inventory, while maximising sales. Your Company has also created a ‘just in time fulfilment by offering retailers an innovative way to resolve all these issues. Your Company lists and makes available all the books to the bookstore to sell and store. Physical retailers and books shops everywhere, face the same issues. Expensive real estate, damaged inventory, out-of-stock lost sales, maintaining shelf space etc. The Repro solution lists all books that the retailer has in his inventory and replenishes the book stock once a book is sold. This ensures no lost sales for the book store while minimising the cost of the inventory he has to carry.

To reach readers and students all over the world and as quickly as possible, your

Company has tied up with e-retailers like Amazon, Flipkart, Paytm, Snapdeal and

Infibeam among others, so that publishers books are available on these sites.

In addition, your Company has entered into a contractual arrangement with Ingram Content Group – which is one of the worlds largest content aggregation and dissemination companies. Your Company will have access and thus make available to Indian readers, the global books residing on Ingrams content repository. In turn, your Company can make available Indian publishers content to a larger global readership.

GROWING EXISTING BUSINESSES :

Your Company has strategic relationships with MNC publishers and Indian publishers for whom they print large quantities of books. Your Company understands their annual requirements and then pre-plans the raw material requirements, production and deliveries of these books all over the world.

This leads to better planning that comes from predictability of business. This also enables the team to plan for value creation for the Publisher by offering newer products, formats and paper options. The result of this understanding is a cost-effective solution for the publisher and better realisations for your Company.

A large number of publishers have already tied into avail of this solution and their books are being reached to a wider student base than ever before. Your Company has a strong presence in 22 countries across Africa, for whom books are produced in millions. In India too, your Company has a large and loyal customer base of some of the worlds largest multinational publishers, as well as leading Indian publishers for whom books are produced and delivered.

CUSTOM BUILT BACK-END SOLUTIONS

At the back end too, your Company has been creating custom-built facilities. A State-of-the-art facility has been set up for the e-retail segment with sophisticated machines that are configured to the specific quantities that online customers require. A particular focus in infrastructure has been on digital Print-on-Demand machines that give customers the advantage of printing small volumes in order to minimise obsolescence. Publishers working with your Company, have access to a digital storefront, from where they can place repeat orders for books and e-books. The orders once approved are automatically scheduled for production. This minimises turnaround time.

With an additional large facility in an SEZ, your Company offers the publishers a solution for optimum pricing and fastest time to market, by passing on the benefits of the SEZ. Hence, publishers can avail the benefits of time and cost that further positively impacts their pricing strategies.

2.ACHIEVEMENTS, CERTIFICATIONS AND AWARDS

Certifications:

ISO9001:2015 : Our Surat facility is undergoing conversion of ISO9001:2008 to ISO9001:2015 and our audit scheduled on 25th and 26th June 2019.

ISO14001:2015 : We have planned our conversion of ISO14001:2004 to ISO14001:2015 in month of August-2019.

ISO27001:2013 : We successfully completed Surveillance audit of Information Security Management System without any non-conformities.

FSC (Forest Stewardship Council) : We have successfully completed

Surveillance audit of FSC certification and continued with certification without any major non-conformities.

Disney CoC : Our Surat facility had undergone Disney Code of Conduct audit which is basically a social compliance audit and successfully complied with the requirements.

Participation in Quality Circle Forum of Indias Annual Chapter Convention on Quality Concepts:

Our Repro Deluxe team from Surat participated in above annual convention and presented Kaizen project on and got SILVER trophy award. In this event many industry conglomerates like Tatas, Reliance, Adani Group companies, CEAT, Mahindra, Mazgaon Dock Ltd., RCF, etc., are participating and Repro was competing with them.

Following were the team members.

Team Leader : Suresh Wadne
Bibhuprasad Sataphathy
Rabindra Mistry
Facilitator : Ashish Rout
Mentor : Rajaram Khose

Celebration of Printers Quality Month:

Since last 7 years Reproites are expressing their gratitude towards the father of Printing – Johannes Gutenberg on 24th February which is celebrated as Printers Day worldwide to commemorate birth anniversary of Johannes Gutenberg. Various programmes were arranged to celebrate this event viz. technical sessions from industry experts, elocution competition, essay competition, etc.

3. OPPORTUNITIES AND THREATS

The future of the opportunities thrown up by the e-retail space are growing and the focus of keeping up with the innovations to meet those changes is crucial to capitalising on these opportunities. Never before has the landscape been so vast, so without any boundaries and so all-encompassing, in terms of reaching customers all across the world. Your Company has been able to envision and set up the business model, the partnerships, the teams and skills and the infrastructure to meet these changing needs. However, the challenge is to remain alert to newer technologies and models. Your Company is aware of this and is continuously innovating by staying in touch with the latest trends in the publishing industry.

The objective of the business model is to keep anticipating the changing needs and to build solutions to meet those requirements.

4. RISKS AND CONCERN AND RISK MITIGATION

Your Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks.

Your Companys traditional market has always been focused on the Publishing Industry. Though this is stable, the normal risks of prices of raw material, foreign exchange fluctuation, fluctuating interest rates, political instability, Government policies, competitive forces, changing technology and obsolescence remain. Your Company has adopted the following strategies to minimise the risks involved in the business:Investment in a new online model that moves your Company into the new age digital space, while riding on its inherent strengths.

Market innovation to constantly build newer platforms, reach newer markets and build with publishers to find more opportunities to create growth.Building partnerships with the leading organisations to offer innovative solutions that result in growth.

A greater focus on building predictability so that business and operations are better planned.

A continuous focus on innovation – in product, technology and process, so that efficiencies are continually enhanced.

Strategic investments in technology that will enhance both efficiencies and keep your Company at the cutting edge.

A reduction of wastage by deploying IT systems and processes that are customised to the industry.

Greater focus on raw material negotiations, the benefits of which are passed onto the customer.

5.FUTURE STRATEGY AND VISION PERTAINING TO

MARKETING AND SALES

Your Company is in an exciting space as it is looking at the rapidly growing online book Industry. This focus has enabled it to grow along with publishers who wish to reach their readers in all corners of the world in an optimum time and at an optimum cost.

Your Company has invested in the technology, infrastructure and skills to ensure that growth-oriented strategies that have been adopted will continue to flourish and grow. Your Company will continue its focus on building platforms to avail of the growth for publishers and will continue to be the gateway to increased business for publishers. Book aggregation, production and distribution to ensure books reach readers anytime and anywhere in the world will continue to remain a focus. This is a mission that enables your Company to participate in the process of spreading education, making content available to more readers and enabling customer growth.

The focus of partnering publishers to explore growth in Global and Indian markets through technology platforms will drive the vision and direction of the exciting future that awaits your Company.

6.INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your Company has put in place adequate internal financial controls with reference to the financial statements managed by qualified and experienced personnel. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the

Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Internal audits covering all the operations i.e., manufacturing, sales and distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system

7. HUMAN RESOURCES MANAGEMENT

The primary role of the Human Resources Management (HRM) function has been to transition the change management process and effectively collaborate with departments and stakeholders to drive organisational excellence. The HRM function has driven changes in the way the human assets are managed and developed, striking a balance between business needs and individual aspiration.

HRM has now become a business partner and is taking key decisions, not just with respect to Human Resource (HR) but also businesses as a whole. It focuses on improving the way of life, work culture, employee engagement, productivity, effectiveness and efficiency.

Your Company initiated multiple actions to keep the workforce engaged. The HR

Department is continuously looking at expanding opportunities for growth. The broader the employees experience, education and background, the more diverse their opinions and insights, the deeper the Companys collective understanding grows. The result is a collaborative environment that respects individual needs and promotes ongoing development.

8.DISCUSSION ON FINANCIAL PERFORMANCE (CONSOLIDATED) WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year, your Company has focused on the strategic objective of investing in the new digital initiative; Rapples and the e-tail segment. These expenses have been charged to Profit and Loss Account, although the segments are not fully commercially operational. Your Company has balanced it with a focus on decreasing debt through collections and mitigating potential risks in financial terms.

REVENUE

Sales/Income from operation increase by 33% from Rs. 229.31 Crore in 2018 to Rs. 399.49 Crore in 2019.

EXPENDITURES

Cost of Materials

Cost of material was at Rs. 159.16 Crore in 2018 as against Rs. 239.61 Crore in 2019. Cost of material as a percentage to sales has increased to 59.98% in 2019 from 53.17% in 2018.

Employee Emoluments

Salaries, wages and other employees benefits were Rs. 34.42 Crore in 2019 as against Rs. 43.25 Crore in 2018. As a percentage of sales, it has decreased to 8.62% in 2019 from 14.45% in 2018.

Operating and Other Expenses

Operating and other expenses amounted to Rs. 102.41 Crore in 2019 as against

Rs. 79.65 Crore in 2018. The expenses as a percentage to sales has decreased from 26.61% in 2018 to 25.63% in 2019.

Operating Profit (PBDIT)

PBDIT has decreased to 11% of sales in 2019 as against 14% of sales in 2018.

Interest and Finance Charges

The financial expenses has decreased to Rs. 10.36 Crore in 2019 from Rs. 12.80 Crore in 2018.

Depreciation

The depreciation charged to revenue has increased to Rs. 14.84 Crore in 2019 as against Rs. 14.17 Crore in 2018.

Profit before Tax (PBT)

Your Company has made a profit of Rs. 19.06 Crore for the year 2018-19 as against the previous years Profit Before Tax of Rs. 14.91 Crore.

Profit after Tax (PAT)

Your Company has made a profit of Rs. 23.58 Crore for the year 2018-19 as against the previous years Profit After Tax of Rs. 16.39 Crore.

As always, your Company looks forward to do well in the year ahead and is optimistic of its abilities to address the set of opportunities and challenges that the coming year will present.

9.SIGNIFICANT CHANGE OF KEY FINANCIAL RATIOS

There is no significant change in key financial ratios as compared to the ratios of previous financial year.

10. CHANGE IN RETURN ON NET WORTH

The return of Net Worth for the financial year 2018-19 has increased by 11.21% on account of profit made during the year.

CAUTIONARY STATEMENT

Statements in the management discussion and analysis report describing the Companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable laws and regulations and futuristic in nature. Actual performance may differ materially from those either expressed or implied. Such statements represent intentions of the management and the efforts put into to realise certain goals. The success in realising these depends on various factors both internal and external. Investors, therefore, are requested to make their own independent judgments.