Repro India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty-third (33rd) Annual Report covering the highlights of the finances, business and operations of yourCompany along with the Audited Financial Statements for the financial year ended March 31, 2026.

BUSINESS OVERVIEW:

E-COMMERCE NEW MARKETS, NEW CUSTOMERS, GROWTH FOR BUSINESSES

The global publishing landscape is undergoing a decisive transformation driven by the rapid expansion of e-commerce and changing consumer behaviours.

Digital discovery and online purchasing are reshaping how consumers discover and purchase goods and services, creating significant opportunities for innovation, distribution, and market expansion. This is equally evident in the changing landscape of the Book Publishing Industry.

This shift is reshaping the book publishing industry too, with publishers seeking to make their catalogues available to readers worldwide, while readers demand greater convenience, personalised recommendations, faster delivery, and wider choice. Against this backdrop, the book market continues to grow steadily. India, in particular, is emerging as a pivotal growth engine within this evolving ecosystem.

In 2024, the global books market was valued at USD 151 billion and is projected to reach USD 192 billion by 2030, growing at a CAGR of 4.2% between 2025 and 2030.

INDIA - A RAPIDLY GROWING BOOK MARKET

Indias book market alone generated USD 10.4 billion in revenue in 2024, making it the fastest-growing regional market in the Asia Pacific region. It is expected to grow to USD 14.6 billion by 2030 and this growth continues at a CAGR of 6% from 2025 to 2030. It accounted for approximately 6.9% of global book market revenues, underlining its increasing significance in the global publishing ecosystem.

Several structural drivers underpin this momentum, as the worlds second-largest

English-speaking nation, with 83.4 million leisure readers, of whom 96% prefer print books. This growth is based on increased readership in tier 2 and tier 3 cities and the adoption of digital technologies by a young and increasingly literate population. These shifts have sparked new directions and increasing consumer spending reflects this.

Over the past decade Indias publishing sector has evolved markedly in response to these trends. Publishers recognise the need to invest in omni-channel distribution, digital assets, and localised content to capture the expanding readership. As global and regional market dynamics continue to converge around digital commerce and consumer convenience, the Indian market is well positioned to sustain robust growth and to play a central role in the future of global publishing.

ADDRESSING PUBLISHERS CHALLENGES WITH A TECH SOLUTION THAT ENABLES BUSINESS GROWTH

Publishers today face rising costs across the entire business cycle – from rising import duties, printing expenses, freight and warehousing charges, caused by rigid supply chains, and shifting consumer behaviours. Added to this are long and traditional supply cycles, often taking 4–6 weeks for replenishment, leading to locked working capital.

To keep up with consumers, who are used to getting books as quickly as possible, publishers overstock inventory. This cycle of ensuring that books are available to consumers, leads to the risk of inventory obsolescence. This is also compounded by returns which are often damaged, leading to further losses.

Your Companys technology-driven platform helps publishers overcome these challenges through the development of a tech platform that connects Publisher content to readers enabling on-demand access anytime, anywhere.

This technology-led model eliminates excess inventory and reduces warehousing overheads. Books are either printed on demand when ordered or shipped directly from a publishers warehouse, delivering titles to readers within days without requiring upfront capital from publishers. Real-time online payments accelerate cash inflows and mitigate delayed payments from distributors, easing working-capital pressure.

This ‘first sell, then produce approach overturns the traditional ‘first produce, then sell paradigm. It cuts sales and distribution costs, improves title availability across digital channels, and increases discoverability through integrated platform marketing and data-driven promotion. Publishers can monetise their entire backlist, reduce obsolescence risk, and scale distribution efficiently. Hence your Companys model ensures significant efficiencies to publishers, offering zero upfront investment, zero inventory, zero forecasting, and substantially lower freight and warehousing costs.

Your Company unites production and distribution in a single, eco-friendly, and scalable platform, allowing publishers to expand their businesses, increase marketplace exposure, and engage larger global audiences amid fierce industry competition. This technology model enables publishers to unlock the full potential of their business thus also enhancing profitability and cash flow.

MONETISING CONTENT WITH AI / ML BASED TECHNOLOGY

Your Company transforms how publishers unlock value from their book catalogues to ensure that their titles reach readers anytime, anywhere in the world. Your Company has used technology for auto ingestion of titles, conversion of print content into digital assets, enriching meta-data with AI, so that titles can be discovered at the click of a button by the readers.

The Repro content repository is a vast digital content warehouse built over the years with content from publishers has millions of titles that are ingested, digitised, archived and made ready for distribution across channels. Datarich meta-data is used to tag titles so that font and backlist titles are available to all readers.

The technology enables intelligent data systems that help increase sales, marketplace integrations, automation and analytics, that enable the management to know the performance of each title. It also enables auto-pricing with buy box analytics driving sales.

Hosting more than 1000 publishers on a scalable platform that accounts for

55% of Indias book-title GMV, your Company aggregates a broad content mix academic, self-help, fiction, influencer and creator works, and international authors ensuring readers find diverse, relevant options.

By integrating content, meta-data, distribution, and fulfilment into a single, sustainable system, your Company empowers publishers to monetise every title in their catalogue, deepen reader engagement, and deliver books on-demand anytime, anywhere. This tech-first approach turns static titles into discoverable,monetisable products, driving audience growth and revenue for publishers and for your Company.

EXPANDING REACH THROUGH CHANNEL RELATIONSHIPS

Repro has through the years, invested in building strengthening its existing online partnerships with various channels that can reach titles to readers anywhere in the world, in the fastest possible time.

Repro relationship with Amazon continues to grow and it also has consolidated its position as the largest bookseller on Flipkart. It also expanded its reach through partnerships with other channels with international reach.

Repro continues to strengthen the Global Distribution Program (GDP) with Ingram to distribute 12 million books through a channel of over 45,000 retailers, libraries, schools and distribution partners.

The focus on growing Bookscape - Repros B2C platform cutting-edge technology that directly connects content creators and publishers with readers, continues.

Bookscape is an authentic, piracy-free, and discovery-driven digital bookstore ecosystem. It blends storytelling, commerce, and community offering curated discovery, global reach, and immersive content to create a vibrant space for readers, authors, and publishers. Backed by Print-on-Demand (POD) technology for fulfillment of all titles, it supports zero piracy and authenticity of all content.

Bookscape also produces immersive digital content, including podcasts, shoppable videos, author interviews, and influencer collaborations to engage readers.

As a discovery-first digital destination, Bookscape reflects Repros broader commitment to innovation, quality, and cultural stewardship transforming online book buying into a truly engaging and meaningful experience.

A TECHNOLOGY-LED SUPPLY CHAIN FOR SCALABLE GROWTH

Publishers need partners who can grow their business by simplifying operations ensure their titles are visible and can be bought easily and then delivered to them in the most efficient way, in the shortest possible time. Repros technology-led, integrated platform supports publishers across the entire value chain from demand creation to printing, distribution and delivery helping them grow rapidly in the ever-changing marketplace.

Repro created various solutions for publishers who specialise in different segments - EdTech companies, authors, influencers and content creators to connect directly with readers.

A well-defined ecosystem spans content ingestion, to content integration, to POD printing, logistics, distribution and marketing. Automation across content ingestion, pricing and print infrastructure enhances efficiency and scalability.

Technology marketplace integration drives growth and once the order is placed the fulfilment POD and warehouse management systems optimise inventory, fulfilment and delivery efficiency. Repro is among Indias largest POD players, with a robust per day production capacity.

This system provides data in real time and ensures that the process and results can be monitored and acted on as required. Intelligent ingestion allows for AI assisted meta-data normalisation and frictionless content onboarding. Market place intelligence allows for accurate demand forecasting and buy-box analytics and monitoring – and this leads to real-time margin optimisation. Faster and more efficient delivery to readers is determined through data-led placement of micro-POD facilities. Operationally, a hybrid fulfilment model links print-on-demand facilities with publisher warehouses via an EIM layer, enabling seamless processing of online and offline orders and fast, reliable delivery. This infrastructure also supports cross-border commerce helping Indian titles reach global markets and bringing international works to India positioning the platform for geographic expansion and strategic partnerships.

This technology-led approach enables operational excellence while creating a scalable and future-ready books ecosystem.

CONTINUOUS INVESTMENT IN TECHNOLOGY TO STAY FUTURE-READY AND FINANCIALLY RESILIENT

Repro has built the foundations of the business with a technology based backbone that ensures that all the areas of the business are thrust towards growth.

While expanding the marketplace by relationships with publishers in India and abroad, and finding solutions to expand their businesses, your Company is creating new markets too. New business models, new market and new technology-based solutions increase the revenues for publishers as well as for your Company. On the other hand, existing and new tie-ups with online channels ensure that the orders reach the readers anywhere in the world at the best speed possible.

Besides the above, Repros own online book platform has a dynamic and strong eco-system that drives benefits for all the stakeholders readers, publishers, authors. This platform also connects them beyond commercial transactions into a book loving community – building the brand and loyalty while enjoying the world of books.

Operational efficiencies and technology led execution leads to scale in operations with a multiplier effect, rather than incremental impact. From helping forecast demand, to meta-data based tagging, to listing on online channels to ensuring the right material is used for the right title and that it is produced and fulfilled in the shortest possible time, adds to a smooth and waste-free execution cycle.

The tech-based real time analysis and reports not only help all aspects of decision making for all aspects of operations but also in ensuring the best price is available to readers on online platforms.

A financially resilient business where the investments in technology are enabling growth allows your Company to plan for investments in future opportunities that are sustainable and are in keeping with evolving times.

FINANCIAL PERFORMANCE & STATE OF COMPANYS AFFAIRS

The summarised financial results of the Company for the financial year ended

March 31, 2026 are presented below:

Particulars	For the financial year ended March 31, 2026		For the financial year ended March 31, 2025
	Consolidated	Standalone	Consolidated	Standalone
Revenue from operations	49,790	23,655	47,241	25,864
Profit before interest, depreciation and taxation	4,006	3,268	3,827	3,236
Financial Expenses	922	917	846	839
Depreciation	3,353	3,012	3,133	2,952
Profit / Loss before tax	(2,116)	(661)	(152)	(470)
Tax Expenses	1,215	1,109	54	9
Profit after Tax	(3,330)	(3,666)	(206)	(479)

Note: Previous years figures have been re-grouped/re-classified wherever necessary to correspond with the current years classification/disclosure.

Subsequent to the close of the financial year and up to the date of this Report, the Company completed the transfer of leasehold rights pertaining to its Mahape facility. The said facility had remained non-operational for several years and did not form part of the Companys active manufacturing operations.

Accordingly, the transaction did not have any material impact on the ongoing business operations of the Company.

PERFORMANCE OVERVIEW

The highlights of the Companys Standalone and Consolidated performance are as under:

Standalone: During the year there has been 10% decrease in the revenues from 25,864 Lakhs to 23,255 Lakhs. The Companys loss for the financial year is (661) Lakhs whereas, in the last year, the profit before tax was(470) Lakhs. Consolidated: During the year there has been increase in revenue by 6% from 46,595 Lakhs to 49,398 Lakhs. The Companys profit for the financial year is (1,447) Lakhs whereas, in the last year, the profit before tax was(152) Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2026 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) and the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. The audited Consolidated Financial Statements together with the Independent Auditors Report thereon form part of this Annual Report. The Consolidated Financial Statements incorporate the financialperformance and position of the Company and its subsidiaries for the financial year ended March 31, 2026. The Audited financial statement of this entity have been reviewed by the Audit Committee.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the subsidiary companies, are available for inspection by the

Members. The Members can send an e-mail to investor@reproindialtd.com upto the date of the AGM and the same are also hosted on the Companys website URL: https://www.reproindialtd.com/investors/financial-results

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has two wholly-owned subsidiaries namely Repro Books Limited and Repro DMCC. Subsequent to the close of the financial year, Repro DMCC, a wholly-owned subsidiary of the Company incorporated in the United Arab Emirates, was dissolved with effect from July 06, 2026 pursuant to the approval received from Dubai Multi commodities

Centre (DMCC) Authority. Accordingly, the dissolution process has been completed. During the year under review, Repro Books Limited, a wholly-owned subsidiary of the Company, incorporated Repro Books Inc., in United States of America on March 5, 2026, as its wholly-owned subsidiary. Consequently, Repro Books Inc. became a step-down subsidiary of Repro India Limited. The incorporation of Repro Books Inc. is aligned with the Groups strategic objective of strengthening its international presence and enhancing its ability to pursue business opportunities in overseas markets. As on March 31, 2026, Repro Books Inc. had not commenced any material business operations.

There has been no material change in the nature of business of Repro Books

Limited during the year under review.

In terms of Regulation 16(1)(c) of the Listing Regulations, Repro Books Limited qualifies as a material subsidiary of the Company, as its income/ turnover exceeds 10% of the consolidated income/turnover of the Company for the immediately preceding accounting year. The Policy for Determining Material Subsidiaries is available on the Companys website at www.reproindialtd.com.

Repro Books Limited is engaged in the business of distribution of books published and/or printed by the Company. During the financial year under review, Repro Books Limited recorded revenue from operations of 30,603 lakhs and profit after tax of 275 lakhs as compared to profit after tax of 272 lakhs in the previous financial year.

Pursuant to Section 129(3) of the Act read with the Companies (Accounts)

Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 forms part of the

Financial Statements and is annexed as ‘Annexure A to this Report. The financial statements and other relevant information relating to the subsidiary companies are available on the website of the Company at www.reproindialtd.com.

TRANSFER TO RESERVES

During the financial year under review, no amount was transferred to the General Reserve.

DIVIDEND

In view of the need to conserve resources for business operations, growth initiatives and future requirements of the Company, the Board of Directors has not recommended any dividend for the financial year. ended March 31, 2026

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations is available on the Companys website on https://investor. reproindialtd.com/pdf/2021-2022/DividendDistributionPolicy_14082021.pdf

CAPITAL STRUCTURE

As on March 31, 2026, the Authorised Share Capital of the Company stood at 25,00,00,000 divided into 2,50,00,000 Equity Shares of 10 each. The issued, subscribed and paid-up equity share capital of the Company at the beginning of the financial year was 14,32,34,880 comprising 1,43,23,488 Equity Shares of 10 each. During the year under review, the Company allotted 21,850 Equity Shares of 10 each on November 24, 2025 pursuant to the exercise of stock options by eligible employees under the Employee Stock Option Scheme 2010. Consequently, the issued, subscribed and paid-up equity share capital of the Company increased to 14,34,53,380 comprising 1,43,45,338 Equity Shares of 10 each as on March 31, 2026.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026 is available on the website of the Company at https://www.reproindialtd.com/ investors/financial-results

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance and business ethics. The Company believes that sound corporate governance practices are essential for enhancing stakeholder value and ensuring sustainable growth.

In compliance with Regulation 34, read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the Listing Regulations, from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance forms part of this Annual Report.

CREDIT RATING

Your Company continues to maintain a disciplined approach towards financial management and governance. Details of the credit ratings assigned to the Company are provided in the Corporate Governance Report forming part of this Annual Report.

AUDITOR AND AUDIT REPORTS

The matters relating to the Auditors and their Reports for the financial year ended March 31, 2026 are set out below:

Statutory Auditor

M/s. M S K A & Associates LLP, Chartered Accountants (Firm Registration No. 105047W), continue as the Statutory Auditors of the Company pursuant to the approval accorded by the Members at the 32nd Annual General Meeting of the Company, to hold office for a term of five consecutive years from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th

Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they continue to satisfy the criteria of independence prescribed under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India and are not disqualified from continuing as Statutory Auditors of the Company. The Statutory Auditors Report on the Standalone and Consolidated Financial

Statements for the financial year ended March 31, 2026 forms part of this

Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Ram Agarwal and Associates, Internal Auditors, carried out the internal audit of the Company for the financial year 2025-26. The Internal Auditor reports its findings periodically to the Audit Committee and the Board, and the scope and functioning of internal audit are reviewed by the Audit Committee from time to time.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 32nd AGM of the Company held on August 14, 2025. Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,

2026 is annexed to this Report as ‘Annexure B-1. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, also conducted the Secretarial Audit of Repro Books Limited, the material unlisted subsidiary of the Company, for the financial year ended March 31, 2026.

The Secretarial Audit Report of Repro Books Limited is annexed to this Report as ‘Annexure B-2. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors comprised eight (8) Directors, including four (4) Executive Directors (including the Managing Director) and four (4) Non-Executive Independent Directors, of whom one (1) is a Woman

Independent Director. The composition of the Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Detailed information on the composition of the Board and its Committees, attendance of Directors, tenure, skills/expertise matrix and other governance-related matters is provided in the Corporate Governance Report forming part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the financial year under review, the following changes took place in the composition of the Board:

Name of the Director	DIN	Event	Effective Date
Mr. Sanjay Asher	00008221	Appointment as Independent Director	July 04, 2025
Ms. Bhumika Batra	03502004	Resignation as Independent Director	February 13, 2026

Mr. Sanjay Asher was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from July 04, 2025 up to July

03, 2030, based on the recommendation of the Nomination and Remuneration

Committee and approval of the Board of Directors. The appointment was subsequently approved by the Members at the 32nd Annual General Meeting held on August 14, 2025.

Ms. Bhumika Batra resigned from the Board of Directors with effect from February 13, 2026 due to pre-occupation and other professional commitments. The Board places on record its sincere appreciation for her valuable guidance, support and contribution during her tenure as an Independent Director of the Company.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of the

Company, Mr. Vinod Vohra (DIN: 00112245), Whole-time Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board, based on the recommendation of the Nomination and Remuneration

Committee, recommends his re-appointment for approval of the Members. The requisite details pursuant to Secretarial Standard-2 on General Meetings and Regulation 36 of the Listing Regulations form part of the Notice convening the 33rd Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following officials are designated as Key Managerial Personnel ("KMP") of the Company:

1. Mr. Sanjeev Vohra, Managing Director.

2. Mr. Abhinav Vohra, Chief Financial Officer.

3. Ms. Almina Shaikh, Company Secretary & Compliance Officer.

There was no change in the Key Managerial Personnel of the Company during the financial year 2025-26.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby state and confirm that: (a) in the preparation of the annual accounts for the financial year ended March

31, 2026, the applicable Indian Accounting Standards (Ind AS) and Schedule III of the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit/(loss) of the Company for the financial year ended on that date; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a ‘going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule IV of the Act read with the Listing Regulations, an annual evaluation ofthe performance of the Board, its Committees and individual Directors were carried out during the year.

The evaluation framework was based on criteria approved by the Nomination and Remuneration Committee and broadly aligned with SEBIs Guidance Note on Board Evaluation. The evaluation covered various aspects relating to the composition of the Board and its Committees, effectiveness of Board processes, quality of strategic guidance, governance practices, participation and contribution of Directors, safeguarding of stakeholders interests and fulfilment of fiduciary responsibilities.

The performance of the Independent Directors was evaluated by the entire Board excluding the Director being evaluated. The performance of the Chairman and

Non-Independent Directors was evaluated by the Independent Directors at their separate meeting. The Board also evaluated the performance of its Committees.

Based on the outcome of the evaluation process, the Board is of the view that the Board, its Committees and individual Directors continue to operate effectively and contribute meaningfully towards the Companys governance framework and long-term objectives.

MEETINGS OF THE BOARD

The Board of Directors met four (4) times during the financial year 2025-26. The maximum interval between any two meetings did not exceed one hundred and twenty (120) days, as prescribed under the Act and the ListingRegulations. Details of the meetings of the Board and attendance of Directors thereat are provided in the Corporate Governance Report forming part of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board currently has the following Five (5) Committees, namely:-

Audit Committee,

Nomination and Remuneration Committee,

Stakeholders Relationship Committee,

Corporate Social Responsibility Committee

Risk Management Committee

The details relating to the composition, terms of reference, meetings held during the year and attendance of members are provided in the Corporate Governance Report forming part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company under Section 149 (7) of the Act and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Board, after taking these declarations on record and considering the integrity, expertise, experience and proficiency of the Independent Directors, is of the opinion that all Independent Directors possess the requisite qualifications, experience, expertise and integrity and fulfil the conditions specified under the Act and the Listing Regulations and are independent of the Management. The Independent Directors have also confirmed compliance with the Companys Code of Conduct for Board Members and Senior Management Personnel. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA"), wherever applicable.

INDEPENDENT DIRECTORS MEETING

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, the Independent Directors held a separate meeting on February 13, 2026 without the presence of Non-

Independent Directors and members of the Management.

At the meeting, the Independent Directors reviewed the performance of the

Non-Independent Directors, the Chairman, the Managing Director and the Board as a whole. They also assessed the quality, adequacy and timeliness of the flow of information between the Management and the Board and expressed satisfaction that the information provided was adequate for the Board to effectively discharge its duties and responsibilities.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company believes that an informed Board is essential for effective corporate governance. The Familiarisation Programme is designed to provide Independent

Directors with an understanding of the Companys business, industry, operations, organisational structure, strategy, financial performance, risk management framework and regulatory environment. The programme also enables

Independent Directors to understand their roles, rights, responsibilities and duties under the Act, the Listing Regulations and other applicable laws.

The Independent Directors are periodically updated on developments relating to the Companys business, industry trends, regulatory changes, strategic initiatives, operational performance, budgets, risks and opportunities through presentations made at Board and Committee meetings and through interactions with the senior management team.

In terms of Clause 25(7) of the Listing Regulations, the details of the

Familiarisation Programme imparted to Independent Directors during the financial year are available on the Companys website at: https:// investor.reproindialtd.com/pdf/2025-2026/Details_of_Familiarization_ Programme_2025_2026.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the

Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The Corporate Social Responsibility Committee is entrusted with the responsibility of formulating and recommending the CSR Policy to the Board, recommending CSR expenditure and monitoring the implementation of CSR initiatives undertaken by the Company.

The CSR Policy of the Company is available on the Companys website at: https://investor.reproindialtd.com/pdf/2021-2022CorporateSocialResponsibilityP olicy_09032022.pdf As on March 31, 2026, the CSR Committee comprised Mr. Arindam Ghosh as Chairperson, Mr. Dushyant Mehta, Mr. Vinod Vohra and Ms. Divya Krishnan as Members.

The Company was not required to spend any amount towards CSR activities during FY 2025-26, as the average net profits of the Company immediately preceding three financial years, computed in accordance with the provisions of Section 135 of the Companies Act, 2013, were not positive.

Accordingly, the Annual Report on the CSR Activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as ‘Annexure C.

INVESTMENTS, LOANS, GUARANTEE AND SECURITY

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, together with the purpose for which such loans, guarantees or securities are proposed to be utilised by the recipients, are disclosed in the notes forming part of the standalone financial statements included in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has in place a Policy on Related Party Transactions in accordance with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations. The Policy is available on the Companys website at www.reproindialtd.com.

All related party transactions entered into during FY 2025-26 were in the ordinary course of business and on an arms length basis. Such transactions were approved by the Audit Committee in accordance with the applicable provisions of the Act and the Listing Regulations and were periodically reviewed by the Audit Committee.

During the year under review, there were no materially significant related party transactions that could have had a potential conflictwith the interests of the Company. Further, no transaction with a related party required approval of the shareholders under the provisions of the Act or Regulation 23 of the Listing Regulations. Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for FY 2025-26.

The details of related party transactions as required under the applicable Indian Accounting Standards form part of the notes to the financial statements included in this Annual Report.

EMPLOYEE STOCK OPTION PLAN (ESOP)

As on March 31, 2026, the Company had one employee stock option scheme, namely Repro India Limited Employee Stock Option Scheme, 2010 ("Repro ESOS 2010" or the "Scheme").

The Scheme is administered and monitored by the Nomination and

Remuneration Committee of the Board in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). During FY 2025-26, there were no material changes to the Scheme. The Scheme continues to be in compliance with the applicable provisions of the SEBI SBEB & SE Regulations.

During the financial year, no employee was granted stock options equal to or exceeding one percent of the issued share capital of the Company at the time of grant. During FY 2025-26, 21,850 stock options were exercised and an equivalent number of equity shares of face value 10 each were allotted upon payment of the applicable exercise price under the Scheme.

The relevant disclosures relating to the Scheme, including details of stock options granted, vested, exercised and lapsed, and the accounting treatment thereof, are provided in the notes forming part of the financial statements.

TRANSFER OF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND (IEPF)

Pursuant to Section 124 and other applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the

Rules), all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years. Further, according to the Rules, the shares in respect of which a dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority. In compliance with the aforesaid provisions, the Company has transferred the unclaimed dividends and corresponding shares to IEPF. The details of unpaid/unclaimed dividends and corresponding shares transferred to the IEPF Authority are available on the website of the Company at www.reproindialtd. com

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

During the financial year under review, the Company did not raise any funds through public issue, rights issue, preferential allotment, qualified institutions placement or any other capital raising mechanism. Accordingly, the requirement to disclose deviation or variation in utilisation of funds does not arise.

PUBLIC DEPOSITS

During the financial year 2025-2026, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read together with the

Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

The Company has established and maintained adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, preparation of financial statements in accordance with applicable accounting tandards, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except those disclosed elsewhere in this Annual Report.

RISK MANAGEMENT

The Company has established a robust Risk Management Framework for identifying, assessing, monitoring and mitigating risks that may impact the achievement of its strategic, operational, financial and compliance objectives.

The framework enables informed decision-making and supports sustainable business growth.

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Risk Management Committee (RMC) to oversee the implementation and effectiveness of the risk management framework. The Committee periodically reviews key business risks, emerging risks and mitigation measures and reports its observations to the

Board.

The Audit Committee provides additional oversight in respect of financial risks, internal controls and compliance-related matters. Significant risks identified across the business are reviewed periodically and appropriate mitigation plans are implemented and monitored on an ongoing basis.

Further details on the Companys risk management framework and key business risks are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

PROHIBITION OF INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Regulating, Monitoring and

Reporting of Trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

These Codes lay down procedures to regulate, monitor and report trading by designated persons and ensure timely, adequate and uniform disclosure of Unpublished Price Sensitive Information (UPSI). The Company Secretary and Compliance Officer acts as the Compliance Officer for administering the Codes and monitoring compliance with the applicable regulations.

The Trading Window remains closed during such periods as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companys internal Code. The aforesaid Codes are available on the website of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Policy provides a mechanism for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any other improper practices. The mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures fair and confidential treatment of such concerns. The Audit Committee oversees the functioning of the Vigil Mechanism. No person has been denied access to the Chairman of the Audit Committee. During the financial year under review, no whistle blower complaints were received by the Company. The Whistle Blower Policy is available on the website of the Company.

CYBER SECURITY

The Company continues to strengthen its cyber security framework in view of the evolving cyber threat landscape and increasing digitalisation of business processes. Appropriate preventive, detective and monitoring controls have been implemented across the technology environment to safeguard information assets, systems and data.

The Companys technology infrastructure is supported by continuous security monitoring and layered security controls across endpoints, networks, applications and data environments. Cyber security risks are periodically reviewed by the Management and the Risk Management Committee, and necessary measures are undertaken to enhance resilience and preparedness against emerging threats. During the financial year under review, no material cyber security incidents or breaches were reported.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the

Act, read with the Companies (Accounts) Rules, 2014, is set out herewith as ‘Annexure D to this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees, as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ‘Annexure E forming part of this Report.

HUMAN RESOURCES MANAGEMENT

Your Company firmly believes that its employees are its most valuable asset and a key driver of long-term business success. The Human Resources function continues to focus on building a high-performance, inclusive and collaborative work culture that supports business growth while fostering employee well-being and professional development.

During the year, the Company continued its efforts towards employee engagement, capability building, talent development and leadership strengthening. Various initiatives were undertaken to enhance employee productivity, encourage continuous learning and create opportunities for career progression across functions.

The Company remains committed to providing a safe, respectful and inclusive workplace that promotes diversity of thought, innovation and teamwork. By leveraging the collective experience, skills and perspectives of its workforce, the

Company seeks to create sustainable value for all stakeholders.

The Board places on record its appreciation for the commitment, dedication and contribution of all employees during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Annual Report.

The Report provides, inter alia, an overview of the industry structure and developments, business performance, opportunities and threats, outlook, risks and concerns, internal control systems and their adequacy, financial and operational performance and other material developments during the financial year 2025-26.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business

Responsibility and Sustainability Report (BRSR) describing the initiatives undertaken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or materially affect its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (‘POSH Act)

The Company is committed to providing a safe, secure and inclusive work environment for all employees and has zero tolerance towards sexual harassment at the workplace.

The Company has in place a Policy on Prevention of Sexual Harassment and an Internal Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is responsible for redressal of complaints relating to sexual harassment and ensuring compliance with the applicable statutory requirements. There was no complaint about sexual harassment during the year under review.

The CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 or the Code on Social Security, 2020.

REPORTING OF FRAUD

There were no instances of fraud during the financial year 2025-26, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the Rules framed thereunder.

LISTING FEES TO THE STOCK EXCHANGE

The annual listing fees for the financial year 2026-27 have been duly paid to the National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

DISCLOSURE WITH RESPECT TO VALUATION

During the financial year under review, the requirement to disclose details of the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from banks or financial institutions, together with the reasons therefor, as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, was not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the

Companys business.

DESIGNATED PERSON FOR IDENTIFICATION OF SIGNIFICANT BENEFICIAL OWNER (SBO)

Ms. Almina Shaikh, Company Secretary and Compliance Officer of the Company has been appointed as the Designated Person, who shall be responsible for furnishing, identifying Significant Beneficial Owner and extending the cooperation for providing the information to the Registrar, pursuant to the Rule

9(3) of the Companies (Management and Administration) Rules, 2014.

PROCEEDINGS UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016 AND ONE TIME SETTLEMENT

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended March 31, 2026, there were no proceedings initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any bank or financial institution.

AWARDS AND RECOGNITION

During the year under review, teams from the Companys Bhiwandi facility participated in the Quality Circle Forum of India (QCFI) Mumbai Chapter Convention on Quality Concepts (CCQC) and were honoured with two Gold Awards for their project presentations.

The award-winning projects included: a) Cost optimisation in folding machine operations. b) Reduction in manufacturing cost in binding machine operations.

These recognitions reflect the Companys continued focus on operational excellence, productivity enhancement and continuous improvement across its manufacturing facilities.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis

Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in

Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for the continued support and cooperation extended by the Companys customers, shareholders, bankers, financial institutions, business partners, suppliers, government authorities and other stakeholders.

The Directors also express their gratitude to all employees for their commitment, dedication and contribution towards the Companys performance during the year.

The Board remains confident that with the continued support of all stakeholders, the Company will continue to create sustainable value and pursue its growth objectives in the years ahead.

For and on behalf of the Board of Directors

Sd/-

VINOD VOHRA

DIN: 00112245

Chairman

Address: 11th Floor, Sun Paradise Business Plaza,

B Wing, Senapati Bapat Marg, Lower Parel,

Mumbai 400 013

Place: Mumbai

Date: May 29, 2026