a) The credit period ranges from 15 days to 180 days. The Company does not hold any collateral securities.
b) Before accepting any new customer, the Company assesses the potential customer's credit quality and defines credit limits by customer. Limits attributed to customers are reviewed annually. The credit risk in respect of these export customers is mitigated by export credit guarantee.
c) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.
d) The Company's exposure to financial risk, and details of impairment losses for trade receivables and fair values (Refer note no 38Bi).
During the year, no loans or advances in the nature of loans were granted to promoters, directors, key managerial personnel, or their related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person, that are: (a) repayable on demand; or (b) without specifying any terms or period of repayment.
In line with Circular No 04/2015 issued by Ministry of Corporate Affairs dated 10 th March, 2015, loans given to employees as per the Company's policy are not considered for the purposes of disclosure under Section 186(4) of the Companies Act, 2013.
There are no loans which have significant increase in credit risk and which are credit impaired.
* On February 13, 2026, the Board of Directors of the Company, approved the sale of the Company's non - operational immovable property at Mahape, Navi Mumbai for a consideration of Rs 28,200 lakhs to STT Global Data Centres India Private Limited. The property and plant and machinery used for manufacturing activities which have not been operational for the last several years and the property was classifed as a non operational asset. No impairment loss was recognised on reclassification of plant and machineries and land and bulding as held for sale and the company expects the fair value less cost of disposal, to be higher than carrying amount.
The Company has completed the transfer of its leasehold rights in the non-operational immovable property at Mahape, Navi Mumbai, in favour of STT Global Data Centres India Private Limited, by execution of an Assignment Deed dated May 22, 2026, for a total consideration of ' 28,200 lakhs. The entire consideration has been received by the Company on the execution of the assignment deed.
Note:
a) The Company has allotted 21,850 (March 31,2025: 26,200) fully paid equity shares of face value of ' 10 each at an exercise price of ' 250/- per share to the eligible employees of the Company. under the Employee Stock Options Scheme, 2010. (Refer note 36)
Terms / Rights attached to equity shares:
b) The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
f. Shares reserved For issue under options :
For details of shares reserved for issue under the employee stock option plan (ESOP) of the company (Refer note 36).
g. The Company has not issued any bonus shares or shares for consideration other than cash during the five years immediately preceding the reporting date
h. The Company has not bought back any shares during the period of five years immediately preceding the current year.
Nature and purpose oF reserves Security Premium Reserves
Amount subscribed for share capital in excess of nominal value. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of Companies Act, 2013.
Capital Reserve
The reserve comprises of profits/gains of capital nature earned by the Company / arising in the course of mergers and credited directly to such reserve.
Employee Stock Option Reserve
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under equity settled share based payments.
General Reserve
General reserve forms part of retained earnings and is permitted to be distributed to shareholders as part of dividend.
Retained Earnings
All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere. Retained earnings include remeasurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to profit and loss.
Dividends
The Board of Directors have not recommended any dividend for the year March 31,2026 and March 31, 2025.
a. Current Borrowings from Banks are secured by hypothecation of stock and receivables of the Company both present and future ranking pari passu with all banks.
b. WCDL is partly secured by second charge on the Property, Plant and Equipment of the Company and carry interest @ 8.40% to 8.95%.
c. Cash credit and bank overdraft carry interest @ 9.25% p.a. to 10% p.a.
d. Letter of credit are repayable within 90 days at 7.00% p.a to 7.50 % p.a.
e. The reconciliation between quarterly returns and books of accounts has been disclosed in Note No. 45.
f. No loans have been guaranteed by the directors or others.
g. The Company has made no default in the payment of principal or interest.
a) Deferred tax asset of ?1 34 Lakhs recognised on remaining WDV of Property, Plant and Equipment ("PPE") as at 1 st April, 2023 which was not recognised on loss of fair valuation of PPE at the time of Ind AS transition as per Ind AS 1 01, corresponding impact has been considered in opening retained earnings of the company.
b) The company has reversed Deferred tax asset of INR 9 lakhs to the extent of the reversal of WDV on these assets due to the regular depreciation and amortisation.
c) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
d) Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.
e) As atyear end the Company has unused tax credits in respect of Minimum Alternative Tax (MAT credit) of? 902 lakhs. (March 31,2025: ? 2,002 lakhs). The MAT credit has been recognised to the extent the Company is reasonably certain that sufficient normal income tax will be payable in future years against which the MAT credit can be utilised.
Pursuant to the enactment of the Finance Act, 2026, which limits the utilisation of MAT credit upon transition to the new corporate tax regime, the Company reassessed the recoverability of its MAT credit entitlement based on the expected timing of transition and projected future taxable profits. Based on this assessment, the Company concluded that MAT creditamounting to? 1,100 lakhs is no longer expected to be recoverable and has accordingly recognised an expense of? 1,100 lakhs in the Statement of Profit and Loss (under tax expense) during the year. The balance MAT credit of ? 902 lakhs continues to be recognised as management considers its utilisation to be reasonably certain.The Company is reasonably certain of availing the said MAT credit in future years against the normal tax expected to be paid in those years.
Tax losses carried forward
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry forward of unabsorbed depreciation and tax losses can be utilised. Accordingly, in view of uncertainty, Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future capital gains profit /taxable profits will be available against which the Company can use the benefits therefrom. The details presented beloware based on the income tax returns filed by the Company up to 31 March 2026.
34 Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit/loss for the year by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
36 Employee Stock Option Scheme ["The Scheme"]
The Members of the Company at the Annual General Meeting held on July 24, 2010 vested the authority to the Nomination and Remuneration Committee. The Company has implemented Employee Stock Option Plan for the key employees of the Company and its subsidiary. All the options issued by the Company are equity share based options which have to be settled in equity shares only. The shares are to be allotted to employees under the Repro India Limited - Employee Stock Option Plan 2010 (the 'ESOP scheme').
The Committee determines which eligible employees will receive options, the number of options to be granted, the vesting period and the exercise period as per the terms of the Scheme. The options are granted at an exercise price decided by the Nomination and Remuneration Committee. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of ' 10 each on the basis of achievement of performance condition as per approved Scheme. The options issued under the above Scheme vest in a phased manner after completion of the minimum period of one year with an exercise period of five years from the respective grant dates.
Option exercisable at the end oF year
In accordance with the above mentioned ESOP Scheme, ?17 lakhs has been charged to the statement of profit and loss in current year (March 31, 2025 :Rs 17 Lakhs) as Employee Share - based compensation expenses.
The options outstanding at the year end with exercise price of ' 250 are 2,80,000 options (March 31, 2025: 2,76,850 options) and a weighted average remaining contractual life of all options are within the range of 3-5 years.
The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the inputs to the Option pricing model used for the years ended:
37 Operating Segments
A. Basis for segmentation
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Company. The Company operates only in one business segment i.e. Value Added Print Solutions, hence does not have any reportable segment as per Ind AS 108 "Operating Segments".
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk; and
• Market risk
Risk management Framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
i. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.
Trade and other receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Expected credit loss assessment For customers as at year end :
The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g. timeliness of payments, available press information etc.) and applying experienced credit judgment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.
I. Cash and cash equivalents
The Company held cash and cash equivalents of ' 1,095 lakhs (March 31,2025: ?709 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties with good credit ratings.
II. Investment in Mutual funds
The Company limits its exposure to credit risk by investing only with counterparties that have a good credit rating. The Company does not expect any losses from non performance by these counter parties.
ii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.
(A) Currency risk
The Company is exposed to currency risk on account of its operations in other countries. The functional currency of the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings.
Fair value sensitivity analysis For Fixed-rate Instruments
The Company does not have any fixed-rate borrowings at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis For variable-rate instruments
The risk estimates provided assume a change of 25 basis points interest rate for the interest rate benchmark as applicable to the borrowings summarised above. This calculation assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date assuming that all other variables, in particular foreign currency exchange rates, remain constant. The period end balances are not necessarily representative of the average debt outstanding during the period.
Financial instruments - Capital Management
The Company's Policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business, Management monitors the return on capital asset as well as the level of dividends to ordinary shareholders.
The Company monitors capital using ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose , adjusted net debt is defined as total liabilities, comprising interestbearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity other than amounts accumulated in the hedging reserve.
39 Employee benefits
The Company contributes to the following post-employment plans in India.
(A) Defined Contribution Plans:
The Company makes contributions towards provident fund which is in the nature of defined contribution post employment benefit plans . Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits."
The Company recognised '104 lakhs for the year ended March 31, 2026 (March 31, 2025 ' 100 lakhs) towards provident fund contribution in the Statement of Profit and Loss.
The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
(B) Defined Benefit Plan:
In accordance with the provisions of the Payment of Gratuity Act, 1972, the Company has a defined benefit plan which provides for gratuity payments. The plan provides a lump sum gratuity payment to eligible employees at retirement or termination of their employment. The amounts are based on the respective employee's last drawn salary and the years of employment with the Company.
Liabilities in respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the LIC of India, a funded defined benefit plan for qualifying employees. Trustees adminster the contributions made by the Company to the gratuity scheme. "
The most recent actuarial valuation of the defined benefit obligation along with the fair valuation of the plan assets in relation to the gratuity scheme was carried out as at March 31, 2026. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
This plan exposes the Company to actuarial risks such as longetivity risk, interest rate risk and market (investment) risk.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation and the plan assets as at balance sheet date:
Assumptions regarding future mortality have been based on published statistics and mortality tables.
Asset liability matching Strategy:
The money contributed by the Company to the fund to finance the liabilities of the plan has to be invested.
LIC is required to invest the funds as per the prescribed pattern of investments laid out in the income tax rules for such approved schemes. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset-liability matching strategy to manage risk actively.
There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company's philosophy is to fund the benefits based on its own liquidity and tax position as well as level of under funding the plan.
Compensatory absences
The Company provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation.
Amount of ?35 Lakhs (March 31,2025 - ?18 Lakhs ) has been recognised in the Standalone Statement of profit and loss on account of provision for long-term employment benefit.
40 Leases - IND AS 116
A. Leases as lessee
The Company has taken premises and machinery on lease having period ranging from 1 to 9 years with an option to renew the Lease after this period.
The weighted average incremental borrowing rate applied to all lease liabilities is 9.53%.
Note 1
The Company had received Order from Commissioner of Customs (Import), levying differential duty and penalties for the period March 2006 to March 2009 aggregating to ' 4,886 lakhs plus interest on duty at the appropriate rate as applicable during the relevant period, on the computer software imported by the Company for its erstwhile Microsoft business. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above Order. The case has been remanded by CESTAT back to the Commissioner
Customs to decide the matter afresh to the extent of calculation as provided in their order. Further the Company has appealed before the Hon'ble Supreme Court of India ("SC") and the same has also been admitted for hearing. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations. The Company has paid custom duty of ' 186 lakhs under protest.
Note 2
The Company had received an order from Commissioner of customs (Import) levying differential duty and penalties aggregating to ?945 lakhs for the period March 2006 to March 2009 on the computer software imported by Wipro and HCL and the Company has been made a party to the proceedings for its erstwhile Microsoft business. Excise and Service Tax Appellate Tribunal (CESTAT) has set aside the order and has sent it back to Commissioner of Custom (Import) to decide it fresh. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations. The Company has paid custom duty of ' 71 lakhs under protest.
Note 3
The Company had received an order from Commissioner of Central Excise for denial of credit of '138 lakhs being availed under Rule 14 of Cenvat Credit Rules, 2004 and ' 252 lakhs being availed under Rule 15 of Cenvat Credit Rules, 2004. Company has filed an appeal before Customs Excise and Service Tax Appellate Tribunal (CESTAT). Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations. The Company has paid excise duty of ?29 lakhs under protest.
The Company entered into a Settlement Agreement dated October 13, 2025, with the union representing the workers of the Mahape Plant. Pursuant to this settlement, the Company incurred one-time costs of ' 1,846 lakhs which include employment settlement and other associated costs. With this settlement, the long-standing industrial dispute has been fully resolved, and all related legal proceedings and cases filed by or on behalf of the union and workers have been withdrawn and court orders have been received for the same.
Repro DMCC, a wholly owned subsidiary of the Company incorporated in DMCC, UAE, is under liquidation. The investment of ' 11 lakhs and other receivables of ' 39 lakhs has been provided for in the standalone statement of profit and loss. Refer note 5 & 35.
44 Goodwill impairment charges
The Company has identified its reportable segment "Valued added print solution" as the CGUs. The goodwill acquired through acquisition has been entirely allocated to CGU "Value added print solution". The carrying amount of goodwill as at March 31,2026 is ' 110 lakhs (As at March 31, 2025 - ' 110 lakhs.)
The projections cover a period of 5 years, as the Company believes this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The growth rates used to estimate future performances are based on the conservative estimates from past performance. Segmental margins are based on FY 2025-26 performance. Weighted Average Cost of Capital % (WACC)= Risk free return (Market premium x Beta variant of the Company).
The Company has performed sensitivity analysis around the base assumptions and have concluded that no reasonable changes in key assumption would cause the recoverable amount of the CGU to be less than the carrying value.
45 Borrowing based on security oF inventory and book debts:
Reconciliation oF quarterly returns or statements oF current assets filed with banks
The Company has obtained secured short term loan from banks on basis of security of inventories and book debts (Refer Note 21) wherein the quarterly returns as filed with bank is in agreement with the books except below:
Footnote:
Consortium of Banks consisting of ICICI Bank,Yes Bank,IDFC First Bank, State Bank of India & Axis Bank. 46 Additional Regulatory Information:
a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or any lender.
c) The Company does not have any transactions with companies struck off.
d) The Company has complied with number of layers precscribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
e) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
f) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
g) Utilisation oF Borrowed Funds and Share premium:
A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
ii. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
h) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
i) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
j) The Borrowings obtained by the Company from Banks and financial institutions have been applied for purposes for which such borrowings were taken.
48. Effective 21 November 2025, the Government of India consolidated 29 existing labour regulations into four Labour codes, namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational Safety,
Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes'. The New Labour Codes has not resulted in material increase in provision for gratuity expenses and compensated expenses on account of recognition of past service costs. Upon notification of the related Rules to the New Labour Codes by the Government and any further clarification from the Government on other aspects of the New Labour Codes, the Company will evaluate and account for additional impact if any, in subsequent periods.
49. The Company has used accounting software for maintaining its books of account that has a feature of recording an audit trail (edit log). The audit trail feature operated throughout the year for all relevant transactions recorded in the software, except that it was not enabled throughout the year for recording direct changes made to the maintenance of master data. Further, there were no instances of the audit trail feature being tampered with in respect of the accounting software during the year. Additionally, to the extent the audit trail feature was enabled and recorded in prior years, the Company has preserved the audit trail in accordance with the statutory requirements for record retention
As per the MCA notification dated August 5, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all times. Also, the Companies are required to maintain such back-up of accounts on servers which are physically located in India, on a daily basis. The books of account along with other relevant records and papers of the Company are currently maintained in electronic mode. These are readily accessible in India at all times and a back-up is maintained on a daily basis on servers located in India.
50. The Company has incurred losses during the current and preceding financial years and, accordingly, does not meet the threshold of having an average net profit as prescribed under Section 135 of the Companies Act, 2013. Consequently, the Company is not required to spend any amount towards Corporate Social Responsibility (CSR) activities for the year.
51. No significant subsequent events have been observed which may require an adjustments to the standalone financial statements.
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