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.

Royal Cushion Vinyl Products Limited confirmed its NCLT-sanctioned merger with Royal Spinwell and Developers Private Limited became effective on August 30, 2026. The transaction is retrospective from October 1, 2021. The company also notified the BSE of its 42nd Annual General Meeting (AGM) scheduled for September 29, 2026.

The filing of the certified NCLT Mumbai Bench order dated July 28, 2026, with the Registrar of Companies triggered the effectiveness of the Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. This follows the board’s implementation meeting on September 1, 2026.

Merger Implementation Details

Under the approved scheme, Royal Cushion Vinyl will issue:

• 41,17,160 listed equity shares of ₹10 each to members of the transferor company.
• 84,99,592 unlisted non-convertible redeemable preference shares (NCRPS) of ₹10 each to members of the transferor company.

These issuances constitute the consideration payable to shareholders of Royal Spinwell and Developers Private Limited.

AGM Agenda and Related Party Transactions

The 42nd AGM will address the adoption of audited standalone financial statements for FY26 and the re-appointment of Non-Executive Director Mr. Jayesh A. Motasha. Key related party transactions approved include:

• A Leave and Licence Agreement for land measuring 9,030.06 sq. mtrs at Baska, Gujarat.
• A Lease Agreement for land measuring 25,324.94 sq. mtrs and a building measuring 6,606 sq. mtrs at Baska, Gujarat.
• Purchase and sale of goods between the entities.
• Financial assistance by way of loans or inter-corporate deposits (ICD).
• Corporate guarantees for Natroyal Industries Private Limited (NIPL) under Sections 185 and 186 of the Companies Act, 2013.
• Financial assistance by way of loans or advances from Mr. Mahesh K. Shah.

AGM Logistics and E-Voting

Remote e-voting facilities are approved through National Securities Depository Limited (NSDL). The cut-off date for voting eligibility is September 22, 2026. Remote e-voting will run from September 26, 2026, at 9:00 am to September 28, 2026, at 5:00 pm. Mrs. Padma Loya has been appointed as the Scrutinizer for the process.

The Register of Members and Share Transfer Books will remain closed from September 26, 2026, to September 28, 2026, inclusive, pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The AGM is scheduled to be held via Video Conferencing (VC)/Other Audio Visual Means (OAVM) at 3:30 pm on September 29, 2026.

The Annual Report for FY26 is available on the company website and NSDL’s e-voting portal.