Repono Ltd Directors Report

To

The Members of REPONO LIMITED

(Formerly known as Repono Private Limited)

Your Directors hereby present the Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31,2026 is summarized below:

(Amount in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	6,526.68	5,111.55
Other Income	118.64	47.87
Total Income	6645.32	5159.41
Finance Cost	98.20	57.53
Depreciation and amortization expenses	99.76	81.57
Other expenses	5,530.21	4,298.24
Net Profit before Tax	917.15	722.08
Tax Expense	255.97	217.69
Deferred Tax	3.04	-5.66
Net Profit after Tax	658.14	510.04

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK (AMOUNT IN LAKHS)

During the reporting period companys performance was satisfactory in terms of revenue generation as the Company generated a total revenue of Rs. 6,526.68 which is 1415.13 more than last years turnover.

Further, after meeting out all the administrative and other expenditure, the company has earned Net profit of Rs. 658.14. The Net profit of the Company is increased by Rs. 148.1 in comparison to Net profit in Previous Financial year of Rs. 510.04. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The company has not transferred any amounts to the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

4. DIVIDEND

The Board of Directors of the Company, after considering holistically the relevant circumstances, has not recommended any dividend for the current financial year with a view to conserving the profits generated.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

6. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7. MATERIAL CHANGES AND COMMITMENTS

During the year under review, the following material changes took place:

1. The Company successfully completed its Initial Public Offering (IPO) comprising 27,79,200 Equity Shares of face value Rs. 10/- each at an issue price of Rs. 96/- per Equity Share, including a premium of Rs. 86/- per Equity Share, aggregating to Rs. 2,668 Lakhs through a fresh issue. Pursuant to the SME IPO, the Equity Shares of the Company were listed on the BSE Limited (BSE) on August 04, 2025.

2. The Company acquired a wholly owned subsidiary, Repono Terminal Private Limited (formerly known as Storeflex Private Limited), with effect from November 22, 2025.

3. The Company has proposed investment in a subsidiary/joint venture entity, named REPONO GW, which is currently in the process of incorporation in Saudi Arabia.

8. SHARE CAPITAL

i. AUTHORISED CAPITAL

During the year under review, there has been no change in the authorized share capital of the company.

The authorized share capital as on March 31, 2026 is as follows:

S. No.	Type of Share	No. of Shares	Value per share (in Rs.)	Total Amount
1	Equity Share	1,15,00,000	10	11,50,00,000
Total				11,50,00,000

ii. PAID UP CAPITAL

During the Financial Year under review, Company has increased its Paid-Up Share Capital by Rs. 26,68,03,200 (Rupees Twenty-Six Crore Sixty-Eight Lakh Three Thousand and Two Hundred only) through Initial Public Offer on 31st July 2025 in the following manner:

S. No.	Type of Share issued	No. of Shares Issued	Value per share (in Rs.)	Total Amount
1	Equity Shares	27,79,200	96	26,68,03,200

The paid up share capital as on March 31, 2026 is as follows:

S. No.	Type of Share	No. of Shares	Value per share (in Rs.)	Total Amount
1	Equity Shares	1,02,79,200	10	10,27,92,000
Total				10,27,92,000

iii. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

iv. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

v. BONUS SHARES

No Bonus Shares were issued during the year under review.

vi. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

vii. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year under review.

viii. FORFEITURE OF SHARES

The Company has not forfeited any of its securities during the year under review.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Particular of loans/ Guarantee/investments made under section 186 is given in Annexures - 1 and is attached to this report.

10. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

During the financial year under review, the Company has following Wholly Owned Subsidiary of the Company: The Company does not have any Holding Company.

The report on the performance and financial position of the Subsidiary/JV/ Associate Company Companies is furnished in AOC-1 Annexure - 2 as attached to this report.

S. No.	Name	Status Subsidiary/ JV/ Associate Company	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
1	Repono Terminal Private Limited (Formerly known as Storeflex Private Limited)	Wholly owned subsidiary	22/11/2025	-
2	REPONO GW	Foreign Wholly owned subsidiary	24/02/2026	-

11. DEPOSITS

During the year under review, your Company has not invited any deposits from public as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

12. RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information, said is annexed as Annexure - 3. Further the Related Party Transactions has been disclosed in the Financial Statements of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sivaraman Gopalakrishnan, (DIN: 01058905), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM”) pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers himself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors of the Company.

Particulars in Pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standards - 2 on General Meetings brief details of Mr. Sivaraman Gopalakrishnan is provided as an Annexure to the Notice of the Annual General Meeting.

There has been no Change in the constitution of Board during the year.

Composition of board of directors as on 31/03/2026 is as follows:

S. No.	Name	Designation	DIN	Date of Appointment
1	Mr. Sankalpa Bhattacherjee	Chaiman & Executive Director	07557348	06/02/2017 Appointed as Chairman in 29/07/2024
2	Mr. Dibyendu Deepak	Managing Director	06484282	12/09/2017 Appointed as MD 01/08/2024
3	Ms. Dipti Taparia	Independent Non- Executive Director	07132459	02/07/2024
4	Mr. Sivaraman Gopalakrishnan	Non-Executive Director	01058905	02/07/2024
5	Mr. Lajpat Rai Gupta	Independent Non- Executive Director	06554633	02/07/2024
6	Mr. Manoj Pandey	CFO	-	16/08/2024
7	Mr. Jinesh Mistry	Company Secretary	-	10/09/2024

14. DISCLOSURE OF STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6)

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Companys code of conduct prescribed in Schedule IV to the Companies Act, 2013.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director appointed in the company is required to clear the online proficiency self-assessment test conducted by the institute. In accordance with the said, all the Independent Directors of the company have registered their name as Independent Directors in the Database of IICA and have cleared the said online proficiency self-assessment test.

15. DISCLOSURE WITH REGARD BOARD MEETING.

A. Number of Meeting of Board of Directors

During the Financial Year, the Company held 13 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. No.	Meeting Date	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1	04/05/2025	5	2	40
2	09/05/2025	5	2	40
3	18/07/2025	5	5	100
4	28/07/2025	5	3	60
5	30/07/2025	5	3	60
6	31/07/2025	5	3	60
7	05/09/2025	5	3	60
8	11/10/2025	5	5	100
9	29/10/2025	5	3	60
10	13/11/2025	5	5	100
11	08/01/2026	5	5	100
12	24/02/2026	5	4	80
13	07/03/2026	5	4	80

B. Number of Committee Meetings

During the Financial Year, the following committee meetings were held by the committees as constituted as per the provisions of the Companies Act, 2013:

				Attendance
S. No.	Name of Committee	Meeting Date	Total Number of members associated as on the date of meeting	Number of members attended	% of attendance
1	Audit Committee	26/05/2025	3	3	100
2	Audit Committee	11/10/2025	3	3	100
3	Audit Committee	13/11/2025	3	3	100
4	Audit Committee	24/02/2026	3	2	66.67
5	Audit Committee	07/03/2026	3	3	100
6	Nomination and Remuneration Committee	07/03/2026	3	2	66.67
7	Stakeholders Relationship Committee	07/03/2026	3	2	66.67

16. GENERAL MEETING(S) HELD DURING THE YEAR

During the financial year, following general meetings were held. The provisions of the Companies Act, 2013 were adhered to while conducting the meetings:

S. No.	Nature of meeting	Date of Meeting	Total Number of Members as on the date of the meeting	No. of Members Present
1	Annual General Meeting	13/06/2025	9	7

17. COMMITTEES OF BOARD

1. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee ("NRC").

The Committee, inter alia, is responsible for:

• identifying persons who are qualified to become Directors and who may be appointed in senior management;

• recommending to the Board the appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

• formulating the criteria for determining qualifications, positive attributes and independence of Directors;

• carrying out evaluation of the performance of the Board, Committees and individual Directors;

• recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel; and

• reviewing and administering the Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at www.repono.in

The composition of the Nomination and Remuneration Committee as on 31st March, 2026 is as under:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Lajpat Rai Gupta	Chairman	Independent Director
Ms. Dipti Taparia	Member	Independent Director
Mr. Sivaraman Gopalakrishnan	Member	Non- Executive Director

2. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee.

The Audit Committee, inter alia, is responsible for:

• overseeing the Companys financial reporting process and ensuring the integrity of the financial statements;

• reviewing the quarterly and annual financial statements before submission to the Board;

• recommending the appointment, remuneration and terms of appointment of the Statutory Auditors and reviewing their independence and performance;

• reviewing the adequacy and effectiveness of the internal financial controls, internal audit systems and risk management framework;

• reviewing and approving related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• reviewing the reports of the Internal Auditors and Statutory Auditors and monitoring the implementation of their recommendations; and

• performing such other functions as are prescribed under Section 177 of the Companies Act, 2013 and other applicable laws.

The composition of the Audit Committee as on 31st March, 2026 is as under:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Lajpat Rai Gupta	Chairman	Independent Director
Ms. Dipti Taparia	Member	Independent Director
Mr. Dibyendu Deepak	Member	Managing Director

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is given below:

Name of the Member	Position held in the Committee	Category of the Member
Mr. Sivaraman Gopalakrishnan	Chairman	Non-Executive Director
Ms. Dipti Taparia	Member	Independent Director
Mr. Sankalpa Bhattacherjee	Member	Director

18. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Policy on Corporate Social Responsibility is available on the website of the Company.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 4 and forms part of this report.

19. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

20. BOARD EVALUATION

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. FRAUD REPORTING

There were no fraud reported by the auditor during the year under sub-section (12) of section 143.

23. EXTRACT OF ANNUAL RETURN

In compliance with provisions of section 134 of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://repono.in.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

(A) CONSERVATION OF ENERGY: NOT APPLICABLE

(B) TECHNOLOGY ABSORPTION: NOT APPLICABLE

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(AMOUNT IN LAKHS)

Foreign inflow	210.00
Foreign outflow	13.66

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

However, the Company received Trading and Listing Approval from BSE Limited dated August 1, 2025, pursuant to which the equity shares of Repono Limited were listed and admitted for trading on the Exchange with effect from August 4, 2025.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: 0

No. of complaints disposed of: 0

No. of complaints pending for more than ninety days: 0

No. of complaints unsolved: 0

27. DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended 31/03/2026, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

28. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS & THEIR REPORT

At the Annual General Meeting held on 20/09/2024, M/s. V S Bapna & Associates, Chartered Accountants (FRN : 131079W) were appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2028-2029.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

(B) SECRETARIAL AUDITOR

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandeep P Parekh & Co., Practicing Company Secretary(ies), on 07/03/2026 to undertake the Secretarial Audit of the Company for the financial year ended 31/03/2026.

The Secretarial Audit Report Submitted by M/s. Sandeep P Parekh & Co., for the financial year ended 31/03/2026 in the prescribed form MR-3 as Annexure - 5 is annexed to the report.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditor in their Audit Report that may call for any explanation from the Directors.

(C) INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct an internal audit of its functions and activities.

The Board had appointed M/s. SDA & Associates, Chartered Accountant(s), as the Internal Auditor of the Company on 07/03/2026.

The Internal Audit Report was received by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

(D) COST AUDITOR

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

30. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

31. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

32. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Female

4

Male

516

Transgender

0

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

34. DETAILS OF ONE TIME SETTLEMENT

The company did not avail any such onetime settlement during the Financial Year, therefore disclosure of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and Annual Report 2025-26 operational developments have been discussed in detail in the Management Discussion and Analysis Report (‘MDAR), which forms part of the Annual Report as Annexure-6.

36. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 07, 2026, to review, among other things, the performance of non-Independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

37. PARTICULARS OF TOP TEN EMPLOYEE

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to the Company Secretary of the Company.

38. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) during the financial year under review. The Company has also complied with the applicable disclosure and filing requirements with BSE Limited within the prescribed timelines.

39. CORPORATE GOVERNANCE

The provisions relating to Corporate Governance as prescribed under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the equity shares of the Company are listed on SME Platform of BSE Limited.

40. ACKNOWLEDGEM ENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS REPONO LIMITED

(Formerly known as Repono Private Limited)

Sd/-	Sd/-
Mr. Dibyendu Deepak	Mr Sankalpa Bhattacherjee
DIN : 06484282	DIN : 07557348
Managing Director	Chairman
Date : 23/05/2026	Date : 23/05/2026
Place : Navi Mumbai	Place : Navi Mumbai