Key Financial Performance
For FY 2025-26 ending March 31, 2026, Rupa reported standalone revenue of ₹1,25,947.61 lakhs (previous year: ₹1,22,718.49 lakhs) and profit after tax of ₹7,192.84 lakhs. On a consolidated basis, the company achieved revenue of ₹1,25,910.26 lakhs and net profit of ₹7,248.78 lakhs. Basic EPS stood at ₹9.04 (standalone) and ₹9.12 (consolidated), down from ₹10.40 and ₹10.47 respectively in the previous year.
The Board recommended a final dividend of ₹3 per equity share (300%) subject to shareholder approval at the upcoming AGM, amounting to approximately ₹2,385.74 lakhs in total payout. Record date for dividend entitlement is set for September 11, 2026.
Exceptional Items and One-Time Charges
The company recognized exceptional items totaling ₹561.78 lakhs, comprising:
- ₹236.46 lakhs for settlement of Entry Tax liability under West Bengal Sales Tax (Settlement of Dispute) Act, 2025
- ₹58.22 lakhs impairment loss on Wind Turbine Generator following a theft incident
- ₹110.10 lakhs incremental employee benefit liability from implementation of New Labour Codes
- ₹157.00 lakhs settlement with creditor of erstwhile licensed brand undertaking
Corporate Governance and Committee Structure
Rupa maintained robust corporate governance practices with multiple committees:
- Stakeholders Relationship Committee: 100% attendance in single meeting, focused on grievance resolution
- Risk Management Committee: Met twice with 75-87.5% attendance, overseeing ESG risks and business continuity
- Corporate Social Responsibility Committee: Oversaw ₹370.51 lakhs CSR expenditure (exceeding statutory requirement by ₹189.67 lakhs)
- Operations Committee: Non-statutory committee handling day-to-day business operations
The company reported no investor complaints during FY 2025-26 and maintained CRISIL AA-/Stable and A1+ credit ratings. Compliance officer changed from Mr. Sumit Jaiswal to CFO Mr. Sumit Khowala effective May 26, 2026.
Capital Structure and Shareholding
Authorized share capital remained at ₹2,000.00 lakhs (20 crore shares of ₹1 each), with issued, subscribed and paid-up capital of ₹796.29 lakhs. Promoter holding stood at 73.28% while public shareholding was 26.72%. Dematerialization rate reached 99.92% with NSDL (84.74%) and CDSL (15.18%) holdings.
The company issued ₹50 crore commercial paper in September 2025, redeemed fully by December 2025. No commercial papers were outstanding as of March 31, 2026.
41st Annual General Meeting Details
The 41st AGM is scheduled for September 18, 2026 at 11:30 AM IST through video conferencing. Key agenda items include:
- Adoption of audited financial statements for FY 2025-26
- Declaration of final dividend of ₹3 per share
- Re-appointment of directors retiring by rotation (Mr. Prahalad Rai Agarwala and Mr. Niraj Kabra)
- Re-appointment of Mr. Vikash Agarwal as Whole-time Director with revised remuneration scale
- Re-appointment of Mr. Sunil Rewachand Chandiramani as Independent Director for second term
- Revision of remuneration for Mr. Niraj Kabra to ₹55 lakhs per annum
Remote e-voting will be available through NSDL from September 15-17, 2026, with cut-off date for voting eligibility set as September 11, 2026.
Subsidiary Information and Corporate Structure
The company had four wholly-owned subsidiaries as of March 31, 2026: Imoogi Fashions Private Limited, Euro Fashion Inners International Private Limited, Oban Fashions Private Limited, and Rupa Bangladesh Private Limited. Rupa Fashions Private Limited ceased to be a subsidiary during the financial year. None qualified as 'Material Subsidiary' per Listing Regulations.
Regulatory Compliance and Future Outlook
The company confirmed full compliance with SEBI Listing Regulations and obtained unmodified audit opinion. No penalties or strictures from regulatory authorities were reported. Manufacturing facilities continue operations across Howrah, Kolkata, Tirupur, Ghaziabad, and Bengaluru locations. The company maintains strong relationships with registrar Maheshwari Datamatics Private Limited and auditors Singhi & Co.