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.

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.