Royal Cushion Vinyl Products Limited has allotted 41,17,160 equity shares and 84,99,592 non-convertible redeemable preference shares (NCRPS) to eligible shareholders of Royal Spinwell and Developers Private Limited (RSDPL). This allotment follows the completion of the merger scheme sanctioned by the National Company Law Tribunal.

The Board of Directors approved the allotment via resolution by circulation on October 5, 2026. The scheme became effective on August 30, 2026, after receiving approval from the Hon’ble NCLT Mumbai Bench on July 28, 2026. The record date for determining eligible RSDPL shareholders was September 30, 2026.

Share capital structure changes

Consequent to the allotment of equity shares at par value of ₹10 each, the paid-up equity share capital increased from ₹36.59 crore to ₹40.71 crore. The total number of fully paid-up equity shares now stands at 4,07,05,622. These shares rank pari passu with existing equity shares and are subject to listing approvals from BSE Limited.

Simultaneously, the paid-up preference share capital increased by ₹8.50 crore due to the issuance of NCRPS. The terms of these preference shares were approved alongside the allotment resolution.

Terms of preference shares

The NCRPS issued carry specific rights and restrictions as outlined in the Scheme of Arrangement:

• Dividend Rate: A preferential dividend rate of 6% per annum, ranking ahead of equity shares.
• Voting Rights: No voting rights except on resolutions directly affecting NCRPS rights or winding up.
• Redemption: Redeemable at par or premium after one year, with a maximum tenure of 20 years.
• Listing: These instruments will not be listed on any stock exchange.
• Liquidation Priority: Repayment of capital takes precedence over equity shares upon dissolution.

What the numbers show

The merger significantly alters the company's capital structure, introducing a substantial preference share component worth ₹8.50 crore compared to the ₹4.12 crore in new equity. This structure provides RSDPL shareholders with a fixed income instrument yielding 6%, while diluting existing equity holders' stake without immediate voting power implications from the preference shares. The total incremental capital raised through this consideration is approximately ₹12.62 crore.

Royal Cushion Vinyl Products Limited shareholders approved multiple material related party transactions during the 42nd Annual General Meeting held on September 29, 2026. The approvals cover land leases, goods trading, financial assistance, and corporate guarantees involving Natroyal Industries Private Limited and Chairman Mahesh K Shah.

The meeting was conducted through Video Conferencing in compliance with Ministry of Corporate Affairs and SEBI circulars. A total of 20 members joined the meeting, satisfying the requisite quorum. The proceedings were chaired by Mahesh K Shah, with Chief Executive Officer Suvrat Shah presenting the operations and affairs of the company.

Related party transaction approvals

Shareholders voted on several special business items focusing on operational and financial dependencies with related entities. The key approvals included:

• Leave and Licence Agreement: Approval for a material related party transaction with Natroyal Industries Private Limited for leasing land admeasuring 9,030.06 sq. mtrs situated at Baska, Gujarat.
• Lease Agreement: Approval for leasing land admeasuring 25,324.94 sq. mtrs and building admeasuring 6,606 sq. mtrs to Natroyal Industries Private Limited, also located at Baska, Gujarat.
• Goods Trading: Approval for material related party transactions involving the purchase and sale of goods between the company and Natroyal Industries Private Limited.
• Financial Assistance: Approval for availing loans or inter-corporate deposits (ICD) from Natroyal Industries Private Limited from time to time.
• Corporate Guarantee: Approval under Sections 185 and 186 of the Companies Act, 2013 to provide a corporate guarantee for Natroyal Industries Private Limited.
• Chairman Loans: Approval for availing financial assistance by way of loans or advances from Chairman Mahesh K Shah from time to time.

Voting results and governance details

The scrutinizer’s report, submitted by CS Padma Loya of Loya & Shariff, confirmed that all resolutions were passed with overwhelming support from participating shareholders. For the ordinary resolutions regarding financial statements and director reappointment, as well as all special business items concerning related party transactions, votes cast in favor represented 100% of valid votes polled.

The voting data highlights a significant divergence in participation between promoter and public shareholders, particularly on related party matters. While promoters held 14,604,378 shares, they cast 0 votes on resolutions where they were declared interested parties (Resolutions 2 through 8). Consequently, the approvals relied entirely on non-promoter votes.

Note: For Resolutions 2-8, invalid votes comprised primarily of promoter group shares (10,414,448 votes) which were ineligible to vote due to interest declarations.

Meeting proceedings and governance

The ordinary business included the adoption of audited standalone financial statements for FY26 and the reappointment of Non-Executive Director Jayesh Motasha, who retired by rotation. Remote e-voting was facilitated through National Securities Depository Limited (NSDL). Ms. Padma Loya, Practicing Company Secretary, served as the scrutinizer for the voting process.

The meeting commenced at 3:30 pm and concluded at 3:57 pm. Directors present included Mahesh K Shah (Chairman & Managing Director), Jayesh A Motasha (Non-Executive Director), Dhaval Vakharia (Independent Director), and Avani Pandit (Independent Director). Key managerial personnel such as Omprakash Inani (CFO) and Vikash Mittal (Company Secretary) also attended.