Repro India Ltd

Target and deal details

• Target: Repro LLC, UAE-based distributor of books online and offline.
• Paid-up capital: AED 10,000 consisting of 100 shares of AED 100 each.
• Turnover: Nil; business operations not commenced.
• Acquirer: Repro Books Limited (RBL), wholly owned subsidiary of Repro India.
• Acquisition: 100% equity shares via cash consideration.
• Consideration: AED 10,000 cash.
• Post-acquisition status: Repro LLC becomes a wholly owned subsidiary of RBL.
• Regulatory: subject to SHAMS share transfer formalities and other approvals.
• Timeline: completion expected on or before August 31, 2026, subject to approvals.
• Related party: sellers are promoters/directors of Repro India; arm's length basis.
• Industry: Books distribution.
• Background: Repro LLC incorporated July 15, 2025 in Sharjah, UAE; turnover Nil.
• Rationale: strengthen UAE presence and enable distribution operations.

EPS discrepancy

• Clerical error caused incorrect EPS figures in the XBRL filing for quarter/year ended 31 March 2026.
• Correct EPS to be recorded: standalone (25.57) and consolidated (23.24); previously (25.61) and (23.68).
• Board-approved results unchanged; no financial impact.
• Revised XBRL re-submitted on 17 July 2026.

Meeting Details

• Scheduled board meeting on Tuesday, August 4, 2026.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended June 30, 2026 with Limited Review Report.

Other Notes

• Trading window closed from July 01, 2026 until 48 hours after results.

AGM notice and voting

• 33rd AGM scheduled for 04 August 2026 via VC/OAVM.
• Remote e-voting facility available; e-voting during AGM.
• Newspaper ads in Business Standard (English) and Aapla Mahanagar (Marathi).
• Intimation filed with stock exchanges on 11 July 2026.

AGM & Annual Report access

• AGM to be held Aug 4, 2026 at 3:30 PM IST via VC/OAVM.
• Annual Report FY25-26 accessible online; link and path on Investors portal.
• Web-link with exact path to Annual Report provided.

KYC & dematerialisation reminders

• KYC updation reminder per SEBI circular; PAN, address, mobile, bank details required.
• Physical holders must dematerialise securities to receive payments electronically.
• Email registration encouraged for future communications.

Overview

• Standalone BRSR for FY2025-26; printing and reproduction of media.
• Main turnover from printing books, educational content, and allied print solutions.
• Reporting boundary is standalone; period April 1, 2025 to March 31, 2026.
• Export share was 8% of consolidated turnover and 17% of standalone turnover.
• Operations span 4 plants and 2 offices domestically.

Key ESG Risks & Opportunities

• Cybersecurity and data privacy risk; mitigations include firewalls, endpoint protection, backups, access controls.
• Digital transformation offers efficiency gains and expanded customer reach.
• 100% paper inputs sourced FSC-certified or FSC Chain of Custody compliant.
• Human capital management risk; emphasis on engagement, capability development, and fair compensation.
• Strong governance and regulatory compliance reduce risk and penalties.
• Occupational health and safety management reduces injuries and disruption.

Governance & Policy Highlights

• Policies cover all NGRBC principles and are board-approved.
• Anti-bribery and anti-corruption policy prohibits bribes and mandates reporting.
• Whistleblower mechanism exists; FY2025-26 penalties or disciplinary actions were none.
• No sustainability committee; Board oversight, with annual reviews.
• Certifications: ISO 9001, ISO 27001, FSC Chain of Custody held.
• Packaging-related EPR obligations being evaluated; Surat facility actions initiated.
• Public policy advocacy on FSC standards; reviewed annually.

Social Responsibility & Workforce

• Total employees: 258; permanent 246 male and 12 female; workers 87 permanent.
• Board female representation 12.5%; KMP female 50%.
• FY25-26 turnover: permanent male 13%, female 2%, total 15%.
• FY24-25 turnover: total 21% with 8% male and 13% female.
• Well-being spend: 0.18% of revenue.
• Employees not part of any unions; 100% trained on health, safety, and related topics.

Environmental Performance

• Total energy consumption: 27,970,054 MJ; non-renewable share: 25,085,151 MJ.
• Scope 1 emissions: 65.06 tCO2e; Scope 2 emissions: 1,613.61 tCO2e.
• Waste generated: 3,079.71 tonnes; paper scrap 2,979 t recycled.
• Certifications: ISO 9001, ISO 27001, FSC Chain of Custody.
• LED lighting and skylight roof sheets adopted to reduce electricity use.
• Packaging EPR obligations being evaluated; Surat facility actions initiated.
• No environmental non-compliances reported for FY2025-26.

Stakeholder Engagement & Complaints

• Stakeholders: employees, board, shareholders/investors, customers, suppliers, regulators, government.
• Engagement channels: email, website, meetings; frequency: ongoing or on schedule.
• Customer complaints: 4 filed for delivery of essential services; 0 pending.
• POSH complaints: none; sexual harassment complaints: none.
• Whistleblower/vigil mechanism in place; grievances tracked to closure.
• Data privacy incidents: none; information security policies are confidential.

Other Notable Metrics

• 09% of inputs sourced directly from MSMEs; paper largely FSC-certified.
• CSR projects benefited 60+ individuals; all beneficiaries from vulnerable groups.
• Wages by location show rural/semi-urban/urban/metropolitan distribution for cost.
• Affiliations with four trade bodies; FSC standards advocacy is public policy focus.
• Public policy positions include FSC standards; reviewed annually.

Financials

• Consolidated revenue from operations ₹49,398 lakh; up 6% YoY.
• Standalone revenue ₹23,255 lakh; down 10% YoY.
• Consolidated loss after tax ₹3,330 lakh; prior year ₹206 loss.
• Standalone loss after tax ₹3,666 lakh; prior year ₹479 loss.
• Consolidated equity ₹38,219 lakh; standalone equity ₹33,850 lakh.
• No dividend recommended for FY2025-26.
• Export revenue ₹3,973 lakh; 8% of consolidated revenue.
• EPS (basic/diluted) ₹-23.24 for the year.

Capital & Ownership

• Authorized share capital ₹2.5 crore; issued capital ₹1.435 crore.
• ESOP exercise increased issued shares by 21,850; 2,80,000 options outstanding at ₹250.
• Major shareholder: Repro Enterprises Private Limited holds 38.66%.
• Book value of equity declined to ₹34k lakh for consolidated; standalone ₹33,850 lakh.
• Mahape leasehold rights transferred to STT Data Centres for ₹28,200 lakh; cash received.

Subsidiaries & Structure

• Material subsidiary: Repro Books Limited; FY26 revenue ₹30,603 lakh; PAT ₹275 lakh.
• Repro DMCC (Dubai) dissolved on 6 July 2026.
• Repro Books Inc. (USA) formed 5 Mar 2026; wholly owned, not yet active.
• Group includes Repro Books Limited, Repro DMCC, and Repro Books Inc. as a step-down subsidiary.

Governance & Controls

• Board strength eight; four executives, four independent; 50% independence.
• Independent director changes: Sanjay Asher appointed 4-Jul-2025; Bhumika Batra resigned 13-Feb-2026.
• Four Board meetings held in 2025-26: May 19, Aug 14, Nov 14, Feb 13.
• Audit Committee met four times; Sanjay Asher joined 13-Feb-2026.
• CSR Committee formed; no CSR spend in FY25-26; policy available online.
• Independent Directors declared independence; familiarisation programs published.

ESG & CSR

• Energy consumption 27.97 million MJ; energy intensity 0.12 per revenue unit.
• 100% FSC-certified or FSC-chain-of-custody paper inputs.
• Water withdrawal 28,678 kilolitres; water intensity 0.0000123.
• 97% of shares dematerialised; promoter holding 38.66%.
• CSR obligation nil; CSR policy available online; no CSR spend in year.
• Anti-bribery/anti-corruption policy in place; POSH compliance with no complaints.
• Cybersecurity measures strengthened; no material incidents in year.

Growth Strategy & Outlook

• AI-powered platform and data analytics to drive productivity and growth.
• Bookscape to expand catalogue to 8 million titles; broaden reader reach.
• Strengthened global channels with Amazon, Flipkart; GDP with Ingram for 45,000 retailers.
• Asset-light model enabling zero upfront investment and inventory, scaling across markets.
• Focus on monetising front/back catalogs; invest in talent and capabilities for execution.
• Overseas expansion via Repro Books Inc. to pursue international opportunities.

AGM Details

• AGM date and time: Aug 04, 2026, 03:30 PM IST.
• Mode: VC/OAVM.
• Cut-off date for voting eligibility: July 28, 2026.
• Book closure: July 29 to August 04, 2026.
• Remote e-voting window: July 30, 2026 09:00 IST to August 03, 2026 17:00 IST.

Key Resolutions

• Item 1: Ordinary resolution to adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26.
• Item 2: Ordinary resolution for re-appointment of Vinod Vohra, liable to retirement by rotation.

Director Changes

• Vinod Vohra retires by rotation; recommended for re-appointment by Nomination & Remuneration Committee.
• Remuneration last drawn: Nil.

Demat/remat status

• No dematerialisation/rematerialisation requests received during the reported quarter.
• Securities dematerialisation/rematerialisation have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository name updated as registered owner.