Royal Cushion Vinyl Products Limited has scheduled a Board of Directors meeting for September 1, 2026, to approve key matters related to its upcoming Annual General Meeting and a sanctioned merger scheme.

The meeting will consider the date, time, and venue for the company’s 42nd Annual General Meeting, which is planned for September 29, 2026. The board will also review and approve the draft Directors’ Report and related items.

Merger Implementation Details

A primary agenda item involves the implementation of the Scheme of Arrangement for the merger of Royal Spinwell and Developers Private Limited with Royal Cushion Vinyl Products Limited. The National Company Law Tribunal, Mumbai Bench, sanctioned this scheme on July 28, 2026.

Under the scheme, the board will approve:

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

These issuances are part of the consideration payable to shareholders of Royal Spinwell and Developers Private Limited as per the tribunal-approved order.

Royal Cushion Vinyl Products Limited reported a net loss of ₹794.33 lakh for the financial year ended March 31, 2026, a significant decline from the net profit of ₹229.34 lakh recorded in the previous year. Revenue from operations fell to ₹6,564.53 lakh from ₹7,433.63 lakh in FY25. The Board approved the standalone audited financial statements on May 29, 2026, based on the recommendation of the Audit Committee.

The statutory auditors, M/s Manek and Associates, Chartered Accountants, issued an audit report with an unmodified opinion. However, the auditors flagged a material uncertainty related to the company's ability to continue as a going concern, citing a negative net worth of ₹3,655.57 lakh as of March 31, 2026. Management asserts that the going concern basis is appropriate due to a high-value order book, expected conversion of unbilled revenue, and planned equity infusion.

Financial Performance

Total income for FY26 stood at ₹6,564.53 lakh, down from ₹7,433.63 lakh in the previous year. The company faced increased finance costs, which rose to ₹785.15 lakh from ₹320.17 lakh in FY25. For the quarter ended March 31, 2026, the company reported a net loss of ₹42.06 lakh, compared to a profit of ₹481.87 lakh in the same quarter of the previous year.

Key Disclosures and Auditor's Emphasis

The auditors drew attention to Note 8 regarding the recognition of incentive income receivable from the Government of Gujarat. The company recognized ₹362.75 lakh as incentive income during the year under "Other Income," based on management's assessment of reasonable certainty regarding the realization of pending claims. The ultimate realization is dependent on continued processing and approvals by government authorities.

The Board also took on record the Annual Secretarial Compliance Report for the year ended March 31, 2026, received from M/s. Loya and Shariff. Additionally, the Board appointed M/s. Shah and Kadam, Chartered Accountant, as the internal auditor for the financial year 2026-27.