Rupa & Company Ltd

Rupa & Company Limited: Trading Window shall remain closed for all designated persons and their immediate relatives from October 01, 2026 till the conclusion of 48 hours after the declaration of the Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2026.

AGM Details

• AGM held on 18 September 2026 at 11:30 IST via VC/OAVM.
• Cut-off date for voting: 11 September 2026.

Key Resolutions

• Adopt standalone and consolidated financial statements.
• Dividend of ₹3 per equity share approved.
• Prahalad Rai Agarwala re-appointment as director by rotation approved.
• Niraj Kabra re-appointment as director by rotation approved.
• Vikash Agarwal appointed Whole-time Director for five years; remuneration approved.
• Sunil Rewachand Chandiramani appointed Independent Director for a second five-year term approved.
• Revision in term of Niraj Kabra’s remuneration approved.

Director Changes

• Prahalad Rai Agarwala re-appointed; retires by rotation.
• Niraj Kabra re-appointed; retires by rotation.
• Vikash Agarwal appointed Whole-time Director; remuneration fixed.
• Sunil Rewachand Chandiramani appointed Independent Director; second term.
• Niraj Kabra remuneration/term revision approved.

AGM Details

• Notice dated May 26, 2026 convened the 41st AGM.
• Quorum present; meeting called to order.

Key Resolutions

• 1(a) Ordinary: Adoption of standalone financial statements for FY2026.
• 1(b) Ordinary: Adoption of consolidated financial statements for FY2026.
• 2 Ordinary: Dividend declared at 300% (Rs 3 per share).
• 3 Ordinary: Re-appointment of Prahalad Rai Agarwala on rotation.
• 4 Ordinary: Re-appointment of Niraj Kabra on rotation.
• 5 Special: Vikash Agarwal re-appointed as Whole-time Director for 5 years; remuneration to be fixed.

Voting Results

• Voting outcomes not disclosed in the excerpt for all resolutions.

Director Changes

• Prahalad Rai Agarwala retires by rotation; seeks re-appointment.
• Niraj Kabra retires by rotation; seeks re-appointment.
• Vikash Agarwal to be re-appointed Whole-time Director for 5 years; remuneration to be fixed.

Overview

• Standalone BRSR for FY2025-26; disclosures cover the entity only.
• Hosiery manufacturing and sales dominate, 97.53% of turnover.
• 11 locations: 4 plants and 7 offices across India.
• Domestic markets span 25 states and 5 UTs; exports to 15 countries.
• Exports comprise 2.93% of turnover.
• Renewable energy focus includes 1.8 MWp solar at Domjur and efficiency upgrades.
• Certifications include ISO 9001, ISO 45001, ISO 14001; GOTS; OEKO-TEX; ISO 27001; CPCB-EPR.

Key ESG Risks & Opportunities

• Energy/climate risk from high energy use; solar and LED upgrades offer efficiency gains.
• Water scarcity risk; nano-treatment and metering improve water-use efficiency.
• Waste management risk; 3R practices and high recycling support reduced liabilities.
• Chemicals management risk; advanced treatment and GOTS certification mitigate impacts.
• Human rights and OHS risks; ISO 45001 supports safer workplaces.
• Supply chain risk/opportunity; ESG supplier evaluation and local sourcing enhance resilience.
• Community upliftment opportunity; CSR initiatives foster stakeholder relations.
• Customer relationship management opportunity; engagement improves satisfaction.

Governance & Policy Highlights

• CSR Committee of the Board oversees sustainability decisions and ESG oversight.
• Policies include anti-bribery/anti-corruption, whistleblower, and human rights.
• Policies translated into procedures; extended to value-chain partners.
• Certifications: ISO 9001, ISO 45001, ISO 14001; GOTS; OEKO-TEX; ISO 27001.
• Plastic packaging EPR with CPCB registration and compliance monitoring.
• Major governance event: Company Secretary & Compliance Officer resigned Feb 2026.
• 100% training coverage across Board, KMPs, employees, and workers on ESG topics.

Social Responsibility & Workforce

• Total workforce: 842 permanent; 1,857 workers.
• Gender mix: permanent 92% male, 8% female; workers 80% male, 20% female.
• Board female representation: 1 of 14 directors (7.14%).
• Well-being spend: 0.06% of revenue on wellbeing measures.
• PF coverage: 44% of employees; 91% of workers.
• Gratuity: 100% of employees; 54% of workers.
• ESI: 17% of employees; 89% of workers.
• Accessibility: no differently-abled employees; facilities support accessibility.
• Grievance mechanisms: whistleblower policy with confidential channels and POSH ICC.
• Training: 100% coverage on health/safety, ethics, ESG, and Code of Conduct.
• Product complaints FY2025-26: 120 filed; 0 pending at year end.

Environmental Performance

• Total energy: 281,730.79 GJ; renewable share 5,800.33 GJ; non-renewables 275,930.46 GJ.
• GHG emissions: Scope 1 28,405.55 t CO2e; Scope 2 7,525.23 t CO2e.
• Emissions intensity: 0.00000285 t CO2e per rupee turnover.
• Water withdrawal: 58,635 kl; consumption: 41,515 kl; groundwater 54,820 kl.
• Groundwater discharge: 17,120 kl.
• ETP installed; Zero L Liquid Discharge (ZLD) under evaluation.
• Waste: total 141.587 tonnes; 139.95 t recycled; 1.01 t other disposal.
• Over 90% textile waste recycled; EPR for plastic packaging with CPCB registration.
• 8 MWp solar plant inaugurated; energy efficiency and renewable energy emphasis.
• Air NOx 55 mg/Nm3; SOx 127 mg/Nm3; PM 67 mg/Nm3 (Domjur plant data).
• Certifications: ISO 9001/45001/14001; GOTS; OEKO-TEX; ISO 27001.

Stakeholder Engagement & Complaints

• Stakeholders include suppliers, investors, lenders, industry bodies, employees, local communities, and customers.
• Engagement channels: emails, meetings, website portals; frequency: regular/annual.
• Customer complaints FY2025-26: 120 filed; 0 pending; issues at product, online payment, advertising.
• Community engagements are need-based; CSR initiatives address social and environmental needs.
• Whistleblower and grievance mechanisms are publicly accessible; responses coordinated by HR and management.

Other Notable Metrics

• Related-party transactions: purchases 5.13%; sales 0.13%; investments 26.33%.
• Sustainable sourcing: many material suppliers are GOTS and/or OEKO-TEX certified.
• Input sourcing: 7.85% from MSMEs; 99.62% from within district.
• Cybersecurity framework with firewall; data privacy policies; no data breach incidents reported.
• CSR turnover: ₹1,25,947.61 lakhs; net worth ₹1,05,946.24 lakhs.
• Affiliations: five major trade associations; anti-competitive conduct: none reported.
• Energy/production: 1.8 MWp solar; PAT status not applicable; no DCs identified.

AGM & annual report access

• 41st AGM on Sep 18, 2026 at 11:30 IST via VC/OAVM.
• Annual Report for FY2025-26 accessible online at rupa.co.in/annual-report-2.

E-voting details

• Cut-off date for entitlement: Sep 11, 2026.
• Remote e-voting window: Sep 15–17, 2026, 9:00–17:00 IST.

KYC, TDS and share transfer window

• TDS: Dividend tax deducted at source; review on our website.
• Physical holders to update email, PAN, KYC with RTA.
• Special window for transfer/dematerialisation open Feb 5, 2026 to Feb 4, 2027.
• Transferred securities will be dematerialised and locked for one year after transfer.

Financial performance

• Consolidated FY2025-26 revenue: 1,259.1 crore; EBITDA: 115.3 crore; PAT: 72.5 crore.
• EBITDA margin 9.2%; PAT margin 5.8% (consolidated).
• Operating cash flow: 45 crore; net cash surplus: 33 crore.
• Export revenue contributed about 3% of total revenue.

Standalone performance

• Standalone revenue from operations: 1,259.5 crore (1,25,947.61 lakh).
• PAT: 71.93 crore; Basic EPS: ₹9.04; PAT margin: 5.71%.
• Operating margin: 9.12%; overall profitability resilient amidst market dynamics.

Dividend & capital allocation

• Final dividend of ₹3 per equity share (300%) proposed; subject to AGM approval.
• Record date for dividend: 11 Sep 2026.
• CSR spend for FY2025-26: ₹3.7051 crore; excess spend ₹1.8967 crore to be carried forward.

Governance & board

• Board consists of 14 directors; 7 Executive, 7 Independent; one woman Independent Director.
• Independent director Ashok Bhandari ceased to be Independent Director on 3 Aug 2026.
• Sumit Jaiswal resigned as Company Secretary on 28 Feb 2026; Sumit Khowala appointed Compliance Officer on 26 May 2026.
• Audit Committee: 6 members; two-thirds independent; 4 meetings in FY2025-26.

Capital structure & liquidity

• Current borrowings: ₹24,769.3 lakh; Non-current borrowings largely reduced; Debt-to-equity: 0.01.
• Cash & cash equivalents: ₹450.8 lakh; undrawn facilities available.
• Credit ratings reaffirmed: CRISIL AA-/Stable (long-term) and A1+ (short-term).

ESG, CSR & sustainability

• PM MITRA textile parks expansion highlighted; solar capacity at Domjur: 1.8 MWp.
• CSR focus: healthcare, education, water access, environmental sustainability; CSR spend overview provided.
• Waste, energy, water, and packaging sustainability initiatives; EPR for plastics; ISO 45001 certified sites.

Audits, controls & risk management

• Statutory auditors: Singhi & Co; Internal auditors: S S Kothari Mehta & Co.; no qualifications in audit reports.
• Secretarial audit: no qualifications; robust internal financial controls in place.
• Formal risk management framework overseen by Risk Management Committee; ESG disclosures aligned with BRSR.

Strategic developments & outlook

• Export markets growing, with emphasis on Middle East; online and omnichannel expansion ongoing.
• Management remains optimistic on domestic textile/innerwear demand; PM MITRA and national policies expected to support growth.
• Extraordinary events and macroeconomics noted; company focuses on prudent cost management and capital discipline.

AGM details

• AGM: 18 September 2026 at 11:30 IST, via VC/OAVM.
• Deemed venue: registered office of the company.
• Remote e-Voting: 15–17 September 2026.
• Cut-off date for voting: 11 September 2026.
• Record date for dividend: 11 September 2026.

Resolutions

• Ordinary: adoption of standalone and consolidated financial statements.
• Ordinary: declaration of dividend at 300% (Rs 3 per share).
• Ordinary: re-appointment of Prahalad Rai Agarwala (retiring by rotation).
• Ordinary: re-appointment of Niraj Kabra (retiring by rotation).
• Special: re-appointment of Vikash Agarwal as Whole-time Director for 5 years.
• Special: re-appointment of Sunil Rewachand Chandiramani as Independent Director (second term).
• Special: revision in Niraj Kabra’s remuneration up to Rs 55 lakh.

Voting results

• Voting outcomes not disclosed in this filing.

Dividend

• Final dividend proposed: Rs 3 per equity share (300%).
• Dividend payable subject to AGM approval.

Director changes

• Ashok Bhandari Independent Director died on 03 Aug 2026.
• Vikash Agarwal reappointed Whole-time Director for 5 years (from May 23, 2027).
• Sunil Rewachand Chandiramani Independent Director reappointed for second term.

Auditor appointments

• Statutory Auditor Singhi & Co. reappointed for 5-year term.
• Internal Auditor: MKB & Associates.
• Secretarial Auditor: MKB & Associates.

Material related party transactions

• Annexure-3 lists arm’s-length RPTs with related parties.
• Board notes no materially significant RPTs.

Other material approvals

• No employee stock option plan existing.
• Dividend Distribution Policy and related communications posted on company site.

Financial Performance

• Q1 FY27 revenue: Rs 202.4 crores; up 10.1% YoY from Rs 183.9 crores.
• Gross margin: 37.4% in Q1 FY27 vs 37.7% Q1 FY26.
• EBITDA: Rs 15.7 crores; margin 7.8%; up 29.1% YoY.
• PAT: Rs 8.3 crores; PAT margin 4.1%; up 50.2% YoY.
• Net cash surplus: Rs 7 crores as on June 30, 2026.
• Exports contributed 4% of revenue; modern trade + e-commerce 5%.

Operating Update

• Revenue growth driven by healthy volume momentum; broadening across segments expected.
• Yarn prices rising; favorable pricing environment; calibrated pricing to boost margins.
• Price hike in Q1: 4-5%; August implementation expected; further hikes depend on competition.
• Thermal segment order book sound; winter visibility improves outlook.
• Athleisure performing well; Q4 strong; Q1 soft; full-year double-digit growth anticipated.
• E-commerce growth target: 20-25%; modern trade double-digit expansion.
• Women’s segment Softline: brand revamp and portfolio expansion planned.

Balance Sheet and Cash Flow

• Net cash surplus of Rs 7 crores as on June 30, 2026.
• Liquidity discipline and financial flexibility emphasized.

Projects and Capex

• Brand development spend: Rs 21 crores; ~10.5% of Q1 FY25 top line; 35-40% ATL, rest BTL.
• Endorsement fees included in brand spend; brand ambassadors: Ranveer Singh, Ranbir Kapoor, Wamiqa Gabbi, Yash.
• E-commerce infra investments: warehouse, inventory management, dispatch, IT.
• DMS/ARS rollout: start with select states; one state at a time over 1-2 years.

Guidance and Outlook

• Outlook: revenue to grow 10%-12% in the coming quarter; EBITDA margin 9%-10%.
• Commentary underscores momentum from volume, channels, cost discipline, and pricing improvements.

Q&A Highlights

• Q: EBITDA margin vs guidance; A: Ad spend around 10.5% of revenue; will rationalize to 6-7%.
• Q: Price hike impact; A: August new rate; Q1 4-5% hike; additional 4-5% in August.
• Q: Thermal order book; A: Healthy; winter timing will influence numbers.
• Q: Athleisure progress; A: Q4 strong; Q1 soft; expect double-digit annual growth.
• Q: Women segment strategy; A: Build team; inventory/IT improvements (SAP/AI).
• Q: ARS/DMS rollout; A: Start with few states; one state at a time; 1-2 year horizon.

Meeting Details

• Date: August 11, 2026; time not disclosed.
• Type/Mode: Group earnings conference call; audio recording available.
• Event: Earnings Conference Call; organiser: Rupa & Company Limited.
• Key company participant: Whole-time Director.
• Purpose: Discuss unaudited results for quarter ended June 30, 2026.
• Recording available on company website; transcript to be shared with exchanges and uploaded on website.