Rupa & Company has scheduled its 41st Annual General Meeting for September 18, 2026. The meeting will convene at 11:30 am via Video Conferencing or Other Audio Visual Means (VC/OAVM).

The company issued the notice on August 25, 2026, in compliance with Regulation 30 and 34(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The agenda includes the approval of the Annual Report for FY26 and the Board’s dividend recommendation.

Accessing Annual Report and AGM Notice

In compliance with Regulation 36(1)(b) of the Listing Regulations, the company has provided a web link for shareholders to access the complete Annual Report for FY26, including the AGM Notice. This disclosure is specifically for shareholders whose email addresses are not registered with the company or their Depository Participants.

Shareholders can access the documents via the following path: www.rupa.co.in -> Investor Relations -> Financial Information -> Annual Report. The direct web link is available on the company’s website. The Notice and Annual Report are also available on the stock exchange websites (NSE and BSE) and the NSDL e-voting platform.

Voting Details

Shareholders registered as of September 11, 2026, are eligible to vote. NSDL will facilitate remote e-voting from September 15, 2026, at 9:00 am until September 17, 2026, at 5:00 pm.

The dividend, if approved, will be payable to members holding shares on the record date of September 11, 2026. Detailed instructions for attending the AGM via VC/OAVM and remote e-voting are provided in the AGM Notice accessible at www.rupa.co.in -> Investor Relations -> Stakeholder's Information -> General Meeting.

Shareholder Communications and KYC

As per the Income Tax Act, 2025, dividend income is taxable in the hands of shareholders, and the company is required to deduct tax at source (TDS) at prescribed rates. Members are requested to review the TDS communication available on the company’s website.

Members holding shares in physical form are requested to register or update their email addresses by submitting Form ISR-1 to the Registrar and Transfer Agent, Maheshwari Datamatics Private Limited. They are also urged to update PAN, KYC, and Nomination details. Members holding shares in dematerialized form should update these details with their respective Depository Participants.

Special Window for Physical Securities

Pursuant to a SEBI Circular dated January 30, 2026, a Special Window for Transfer and Dematerialisation of Physical Securities remains open from February 5, 2026, to February 4, 2027. This facility is for physical securities sold or purchased prior to April 1, 2019. Transferred securities will be credited only in demat mode and will be under lock-in for one year from the date of registration.

Rupa & Company reported a consolidated net profit of ₹82.63 crore for the quarter ended June 30, 2026 (Q1FY27), marking a 49% year-on-year increase from ₹55.24 crore in the corresponding period of FY26. The growth was underpinned by a rise in revenue from operations to ₹2,024.28 crore from ₹1,839.01 crore, alongside an expansion in EBITDA margin to 6.04% from 4.95%. The Board of Directors approved the unaudited standalone and consolidated financial results on August 10, 2026, following a limited review by statutory auditors Singhi & Co.

Financial Performance

The company's top-line growth was supported by higher sales of products and services, which rose to ₹20,102.19 crore from ₹18,265.34 crore year-on-year. Total income increased to ₹20,781.63 crore from ₹18,924.19 crore. Despite a rise in total expenses to ₹19,558.25 crore from ₹18,013.02 crore, the company managed to improve its profitability metrics. Profit from ordinary activities before tax stood at ₹1,223.38 crore, compared to ₹754.17 crore in Q1FY26.

Note: EBITDA is approximated as Profit before Exceptional Items and Tax for this reporting period.

In the standalone segment, net profit grew more sharply to ₹95.99 crore from ₹53.77 crore, a 78.5% jump. Standalone revenue from operations reached ₹2,023.71 crore. The improvement in standalone performance was partly offset by an exceptional item expense of ₹144.14 crore related to the impairment loss on investment in a wholly-owned subsidiary, Oban Fashions Private Limited, which is currently not carrying on business operations.

Management Guidance and Concall Highlights

Management acknowledged that the Q1FY27 EBITDA margin of 7.8% fell short of guidance, attributing the shortfall to elevated advertisement and marketing spend, which stood at 10.5% of total revenue. Going forward, the company intends to rationalize this spend to a range of 6% to 7% of total revenue. Management also noted that the company started FY27 on a positive note, with 10% revenue growth driven by healthy volume and the Value segment.

On the Athleisure segment, management expects more than double-digit growth for the full year, despite a 5% to 7% degrowth in Q1 FY27 compared to the previous year. For the Women's segment, management aims to grow its revenue share to 10% to 15% over the next two to three years, with plans to build a strong team and focus on secondary sales.

The following table summarizes the key guidance parameters shared during the concall:

Operational Updates and Channel Mix

During the earnings conference call held on August 11, 2026, management provided further details on channel performance and pricing dynamics. Exports contributed 4% to overall revenue during the quarter, while modern trade, including e-commerce, contributed 5%. Management expects e-commerce to grow by 20% to 25% as infrastructure investments in warehouse management and IT systems take effect.

Regarding pricing, the company implemented a 4% to 5% price hike in Q1FY27, but competitive intensity led to the absorption of these hikes through additional schemes. Management plans to implement new rates in August 2026, citing the exhaustion of older inventory and a favorable upward trajectory in yarn prices. For the thermal segment, management reported a sound order book and expects better contribution compared to the previous year, contingent on winter demand patterns.

Key Board Resolutions

During the same board meeting, several key administrative and strategic decisions were approved:

• Appointment of Company Secretary: Mr. Rajat Arora (ICSI Membership No. F12068) was appointed as Whole-time Company Secretary and Compliance Officer effective August 26, 2026. He holds qualifications in CS, Law, and CA, with approximately 15 years of experience in listed companies.
• Transition of Compliance Officer: Mr. Sumit Khowala will vacate the position of Compliance Officer effective August 25, 2026, but will continue to serve as Chief Financial Officer.
• Divestment of Subsidiary: The Board approved the sale of the entire shareholding in Oban Fashions Private Limited to Sobhasaria Land Promoters LLP, a promoter group entity. The transaction, valued at ₹4,45,800, involves the transfer of 99,10,000 equity shares and 49,50,000 preference shares. The deal is expected to complete by September 30, 2026, after which Oban Fashions will cease to be a subsidiary.

What the Numbers Show

The divergence between standalone and consolidated net profit growth highlights the impact of non-operational adjustments. While standalone profits surged nearly 80%, the consolidated figure grew by 49%, primarily due to the exceptional impairment charge of ₹144.14 lakh recognized in the standalone accounts. The EBITDA margin expansion indicates better cost control relative to revenue generation. However, the gap between the reported Q1FY27 EBITDA margin of 7.8% and the guided range of 9% to 10% underscores the need for disciplined management of advertisement and marketing expenditure in the quarters ahead. The Athleisure segment's near-term softness, with a 5% to 7% degrowth in Q1 FY27, contrasts with management's confidence in a full-year recovery to more than double-digit growth, while the Women's segment remains a longer-term strategic priority. Investors will also be monitoring the finalization of the Oban Fashions divestment for its implications on the company's long-term capital structure.