Rupa & Company Limited has opened a special window for the transfer and dematerialization of physical securities, running from February 05, 2026, to February 04, 2027. This regulatory move, mandated by Securities and Exchange Board of India (SEBI) Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, allows shareholders to convert physical shares held prior to April 01, 2019, into demat form. The company also published its notice for the 41st Annual General Meeting (AGM) in newspapers on August 06, 2026, confirming the meeting will be held on September 18, 2026.

The special transfer window aims to facilitate the dematerialization of physical securities that were sold or purchased before April 01, 2019. It also covers transfer requests submitted earlier but rejected or returned due to document deficiencies. Any securities transferred during this period must be credited to the transferee’s demat account and will be subject to a one-year lock-in from the date of registration. During this lock-in period, these securities cannot be transferred, lien-marked, or pledged. Shareholders must lodge eligible transfer requests with the Registrar and Share Transfer Agent (RTA), Maheshwari Datamatics Private Limited (MDPL).

AGM and Dividend Details

The 41st AGM is scheduled for Friday, September 18, 2026, at 11:30 a.m. (IST) via Video Conferencing or Other Audio Visual Means (VC/OAVM). This aligns with Ministry of Corporate Affairs (MCA) General Circular No. 03/2025 dated September 22, 2025, and SEBI circulars. The record date for the FY26 dividend remains September 11, 2026. Members holding shares as of this cutoff can vote electronically through National Securities Depository Limited (NSDL) via remote e-voting or during the AGM. The dividend payout is contingent upon shareholder approval at the AGM.

Shareholders with registered email addresses will receive the AGM notice and Annual Report electronically. Those without registered emails will receive a letter with a web link to access the documents. The reports are also available on the company’s website, www.rupa.co.in , and stock exchange portals. Physical shareholders must update their PAN, contact details, bank account information, and specimen signatures with MDPL to receive dividends electronically, as mandated by SEBI from April 01, 2024.

Tax Implications and Compliance

Under the Income Tax Act, 2025, dividends are taxable in the hands of shareholders. Rupa & Company will deduct tax at source (TDS) before disbursing dividends, if approved at the AGM. Withholding tax rates depend on the shareholder’s residential status and submitted documentation. Investors are urged to submit necessary documents within the stipulated timelines mentioned in the AGM notice. The intimation regarding newspaper publication was issued under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, signed by Whole-time Director Ramesh Agarwal on August 06, 2026.

Rupa & Company Limited announced the death of Mr. Ashok Bhandari, a Non-Executive Independent Director, on August 03, 2026. The disclosure was made to the National Stock Exchange of India Limited and BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Bhandari’s departure creates a vacancy in the company’s governance structure, requiring immediate procedural action to maintain regulatory compliance.

The filing, signed by Whole-time Director Ramesh Agarwal, confirms that Mr. Bhandari (DIN: 00012210) passed away on August 03, 2026. He had been associated with the company as a Non-Executive Independent Director since August 10, 2018. The company described his guidance and contributions as deeply appreciated, noting his demise as an irreparable loss.

Regulatory Compliance and Next Steps

Consequent to the director's demise, Rupa & Company Limited committed to ensuring the adequate reconstitution of the Board and its Committees within the timelines specified by law. This process is mandatory under SEBI Listing Regulations to maintain the required proportion of independent directors and functional board committees.

The disclosure aligns with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company submitted Annexure-A with the exchange filings, detailing the particulars of the change in board composition.

Director Details

Governance Impact

The loss of an independent director requires the company to appoint a replacement to preserve the balance of expertise and independence on the Board. While the source document does not specify a timeline for the new appointment, standard regulatory frameworks typically require such vacancies to be filled at the next board meeting or general meeting, depending on the specific committee requirements affected by the vacancy.