Royal Cushion Vinyl Products Limited has received regulatory clearance from BSE Limited for its proposed merger scheme with Natroyal Industries Private Limited. The company disclosed that BSE issued an observation letter dated December 15, 2025, with no adverse observations regarding the scheme of arrangement.

Merger Scheme Details

The proposed scheme involves the arrangement between Royal Cushion Vinyl Products Limited as the transferee company and Natroyal Industries Private Limited as the transferor company, along with their respective shareholders and creditors. The merger is being conducted under Sections 230-232 of the Companies Act, 2013, read with applicable rules.

The Board had initially approved this scheme on March 26, 2025, subject to receiving applicable regulatory and other approvals. The BSE observation letter represents a crucial regulatory milestone in the merger process.

Regulatory Compliance Requirements

BSE has outlined comprehensive compliance requirements that the company must fulfill. The exchange emphasized that the proposed composite scheme must comply with Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key compliance areas include:

• Complete disclosure of ongoing adjudication, recovery proceedings, and enforcement actions against both companies, their promoters, and directors
• Display of additional information on company and stock exchange websites
• Prohibition of changes to the draft scheme except those mandated by regulators
• Inclusion of unlisted company information in abridged prospectus format
• Financial statements not older than six months from the scheme date

Disclosure and Documentation Standards

The exchange has mandated specific disclosure requirements for shareholder communication. The company must provide detailed explanations in the explanatory statement accompanying the resolution, including:

Financial and Valuation Disclosures

The company must disclose comprehensive financial information including revenue, profit after tax, and EBITDA for both entities over the last three financial years. Additionally, details of the registered valuer issuing the valuation report and merchant banker providing fairness opinion must be included, along with share exchange ratio methodology.

Timeline and Next Steps

The BSE observation letter carries a validity period of six months from December 15, 2025, within which the scheme must be submitted to the National Company Law Tribunal (NCLT). The company has uploaded the observation letter on BSE's website under the Corporates Corporate Filing Scheme section as required under Regulation 37.

BSE reserves the right to withdraw its no adverse observation status if any information submitted is found to be incomplete, incorrect, misleading, or false, or for any contravention of exchange rules and regulations. The exchange has clarified that document submission should not be deemed as clearance or approval, and it takes no responsibility for the financial soundness of the scheme.

Royal Cushion Vinyl Products Limited , a company specializing in vinyl flooring solutions, recently held an Extraordinary General Meeting (EGM) that resulted in significant corporate actions approved by its shareholders. The meeting, conducted virtually on October 25, 2023, saw the passage of all four proposed resolutions by the requisite majority.

Key Resolutions Approved

1. Capital Structure Changes: Shareholders approved increasing the authorized equity share capital and altering the capital clause of the memorandum of association.

2. Preferential Issue to Private Investors: Approval was granted for issuing equity shares to private investors through a preferential issue.

3. MOU/Loan Agreement with Promoter Group: The execution of a Memorandum of Understanding (MOU) or Loan Agreement with promoter group members for the conversion of existing unsecured loans into equity shares received shareholder approval.

4. Equity Shares to Promoter Group: Shareholders approved the issuance of equity shares to certain promoter group members through the conversion of their unsecured loans via a preferential issue.

Meeting Participation and Voting Process

The EGM was conducted through video conferencing, adhering to modern corporate governance practices. Out of the company's 3,734 total shareholders on record, 25 attended the virtual meeting. The attendance breakdown was as follows:

Mrs. Padma Loya served as the scrutinizer for the meeting, overseeing the voting process. The e-voting was conducted from October 22 to October 24, 2023, ensuring a fair and transparent decision-making process.

Implications for Royal Cushion Vinyl Products

The approval of these resolutions marks a significant step for Royal Cushion Vinyl Products Limited. The increase in authorized share capital and the preferential issues to both private investors and promoter group members could potentially strengthen the company's financial position. Moreover, the conversion of unsecured loans to equity may help in restructuring the company's debt, potentially improving its balance sheet.

These corporate actions suggest that Royal Cushion Vinyl Products is taking strategic steps to optimize its capital structure and possibly prepare for future growth initiatives. Shareholders and market observers will likely be keen to see how these approved measures translate into operational and financial performance in the coming quarters.