Shareholders meeting

Date: August 25, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block Dalal Street Bandra Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Ref: NSE Symbol- RUPA / BSE Scrip Code- 533552 Sub: Notice of the 41st Annual General Meeting along with the Annual Report of the Company for the Financial Year 2025-26 Dear Sir/ Madam, In furtherance to our earlier intimation dated August 05, 2026 and pursuant to the provisions of Regulation 30 and 34(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), we hereby enclose the Notice of the 41st Annual General Meeting (AGM) of the Company scheduled to be held on Friday, September 18, 2026 at 11.30 a.m. (IST) through Video Conferencing or Other Audio Visual Means (VC/OAVM), along with the Annual Report of the Company for the Financial Year 2025-26 and the communication with respect to deduction of tax at source on dividend payout. The above-mentioned documents are being sent though electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant(s) (‘DPs’)/ Registrar & Share Transfer Agent (‘RTA’). Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter providing the web- link, including the exact path, where complete details of the aforesaid Annual Report are available, is being sent to those Members whose email addresses are not registered with the Company / DPs / RTA. The Notice of the AGM and the Annual Report are also available on the Company’s website at www.rupa.co.in. The Company has engaged the services of NSDL to provide the facility of remote e-Voting and e-Voting during the AGM. The remote e-Voting period will commence on Tuesday, September 15, 2026 at 9:00 a.m. (IST) and will end on Thursday, September 17, 2026 at 5:00 p.m. (IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, September 11, 2026, being the Cut-off Date, shall be entitled to vote on the Resolutions set forth in the said Notice. Further, the dividend on equity shares, as recommended by the Board of Directors for the Financial Year 2025-26, if approved by the Members at the AGM, will be payable to those Members of the Company who hold shares as on the Record Date i.e. Friday, September 11, 2026. Kindly take the same on record. Thanking you. Yours faithfully, For Rupa & Company Limited Ramesh Agarwal Whole-time Director Encl: As above RUPA & COMPANY LIMITED CIN: L17299WB1985PLC038517 Registered Office: Metro Tower, 8th Floor, 1, Ho Chi Minh Sarani, Kolkata - 700 071 Phone: +91-33-4057 3100; Fax: +91-33-2288 1362 E-mail: investors@rupa.co.in; Website: www.rupa.co.in NOTICE NOTICE is hereby given that the 41st (Forty-first) Annual General and Remuneration of Managerial Personnel) Rules, 2014, of Meeting (“AGM”) of the members of RUPA & COMPANY LIMITED the Companies Act, 2013 (‘the Act’), [including any statutory (“the Company”) will be held on Friday, September 18, 2026 at 11:30 modification(s), amendment(s) or re-enactment(s) thereof, a.m. (IST), through Video Conferencing or Other Audio Visual Means for the time being in force], Regulation 17(6)(e) and other (“VC/OAVM”), to transact the following businesses: applicable provisions of the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), as amended from time to time, and in terms of the Articles of Association and Policies of the ORDINARY BUSINESS: company, and as recommended by the Nomination and 1. To receive, consider and adopt: Remuneration Committee and Audit Committee and approved (a) the Audited Standalone Financial Statements of the by the Board of Directors, Mr. Vikash Agarwal (DIN: 00230728), Company for the Financial Year ended March 31, 2026, be and is hereby re-appointed as Whole-time Director of the together with the Reports of the Board of Directors and Company, liable to retire by rotation, for a further period of the Auditors thereon; and 5 (five) years with effect from May 23, 2027 to May 22, 2032 (both days inclusive), on such terms and conditions, including (b) the Audited Consolidated Financial Statements of the remuneration, as set out in the Explanatory Statement annexed Company for the Financial Year ended March 31, 2026, to this Notice. together with the Report of the Auditors thereon. RESOLVED FURTHER THAT the Board of Directors be 2. To declare a Dividend of 300%, i.e. H 3/- per equity share of and is hereby authorized to alter, vary or revise the terms the face value of H 1/- each, fully paid up, for the Financial Year and conditions of the said re-appointment including the ended March 31, 2026. remuneration, from time to time, in such manner as may be deemed fit, subject to the recommendation of the 3. To appoint a Director in place of Mr. Prahalad Rai Agarwala Nomination and Remuneration Committee, provided that (DIN: 00847452), who retires by rotation in terms of Section such remuneration shall remain within the overall limits 152(6) of the Companies Act, 2013 and being eligible, seeks approved by the Members and in accordance with the Act and re-appointment. Listing Regulations. 4. To appoint a Director in place of Mr. Niraj Kabra (DIN: 08067989), RESOLVED FURTHER THAT any of the Directors and/or the who retires by rotation in terms of Section 152(6) of the Company Secretary of the Company, be and are hereby Companies Act, 2013 and being eligible, seeks re-appointment. severally authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, proper, SPECIAL BUSINESS: expedient or incidental to give effect to this resolution.” 5. To approve re-appointment of Mr. Vikash Agarwal 6. To approve re-appointment of Mr. Sunil Rewachand (DIN: 00230728), as Whole-time Director of the Company Chandiramani (DIN: 00524035) as the Independent and to fix his remuneration. Director of the Company. To consider and, if thought fit, to pass the following resolution To consider and, if thought fit, to pass the following resolution as a Special Resolution: as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 152, “RESOLVED THAT pursuant to the provisions of Section 149, 160, 196, 197, 198, 203 and other applicable provisions, if any, 152 and other applicable provisions, if any, read with Schedule read with Schedule V and the Companies (Appointment IV and the Companies (Appointment and Qualifications of Directors) Rules, 2014, of the Companies Act, 2013 (‘the Act’) Rules framed thereunder and other applicable provisions, if [including any statutory modification(s), amendment(s) or any, of the SEBI LODR Regulations, 2015 (‘Listing Regulations’) re-enactment(s) thereof, for the time being in force] and [including any statutory modification(s), amendment(s) or Regulation 17, 25 and any other applicable provisions of re-enactment(s) thereof, for the time being in force] and in the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), terms of the Articles of Association, Remuneration Policy as amended from time to time, and in terms of the Articles of the Company and as recommended by the Nomination of Association and policies of the Company and based on and Remuneration Committee and approved by the Board the recommendation of the Nomination and Remuneration of Directors, the consent of the Members of the Company, Committee and approval of the Board of Directors, be and is hereby accorded for revision in the remuneration Mr. Sunil Rewachand Chandiramani (DIN: 00524035), who was payable to Mr. Niraj Kabra (DIN: 08067989), Executive Director appointed as an Independent Director of the Company for a of the Company, up to an overall limit of H 55,00,000/- (Rupees term of 5 (five) consecutive years commencing from May 23, Fifty-five lakhs only) per annum, with the authority [Showing first 8,000 characters — download PDF for full document]