Board Meeting Outcomes
The Board of Directors meeting held on August 13, 2026, from 4:30 PM to 5:00 PM IST approved:
1. Unaudited Financial Results: Approved the standalone unaudited financial results along with Limited Review Report for the quarter ended June 30, 2026.
2. NCLT Order Recognition: Took on record the Order dated July 28, 2026 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, sanctioning the Scheme of Arrangement for the merger/amalgamation of Royal Spinwell and Developers Private Limited (Transferor Company) with Royal Cushion Vinyl Products Limited (Transferee Company). The Scheme was sanctioned under Sections 230 to 232 of the Companies Act, 2013. Statutory and regulatory compliances for the Scheme are in progress.
Financial Results for Quarter Ended June 30, 2026
Standalone Unaudited Financial Performance (Amount in ₹ lakhs):
- Revenue from operations: 824.84 (compared to 1,176.46 in previous quarter and 1,260.58 in same quarter previous year)
- Other income: 12.96 (compared to 478.75 in previous quarter and 377.71 in same quarter previous year)
- Total income: 837.80 (compared to 1,655.22 in previous quarter)
- Total expenses: 1,351.05 (compared to 1,697.28 in previous quarter)
- Loss before tax: (513.25) (compared to (42.06) in previous quarter)
- Tax expense: (0.02)
- Net loss for the period: (513.23) (compared to (42.06) in previous quarter)
- Total comprehensive income: (512.31) (compared to (34.45) in previous quarter)
- Earnings per share (basic and diluted): (1.40) (compared to (0.11) in previous quarter)
- Paid-up equity share capital: 3,658.85 (unchanged from previous periods)
Key Financial Notes
1. Merger Scheme Impact: The NCLT Mumbai Bench sanctioned the merger scheme on July 28, 2026, after the quarter end. The financial statements for June 30, 2026 do not reflect the merger impact as statutory filings were pending. The financial impact will be recognized from the Effective Date as per the Scheme terms and Indian Accounting Standards.
2. Government Grants: Other income includes nil towards Government Grant and written back of unclaimed liabilities (compared to ₹909.99 lakhs in previous year).
3. Going Concern Assessment: Management believes the going concern basis is appropriate due to high value order book, expected conversion of unbilled revenue to realization, and enhanced recovery processes. Promoters have provided a comfort letter for continuous support. However, the company has negative net worth of ₹4,167.88 lakhs as of June 30, 2026.
4. Government Incentives: The Government of Gujarat registered the company as a viable sick unit and granted relief under resolution dated September 11, 2017. The company has unutilized incentives of ₹4,173.36 lakhs as per February 28, 2020 letter. ₹1,210.39 lakhs was recognized in previous years, with ₹909.08 lakhs received. No amount recognized in current quarter (₹362.75 lakhs recognized in previous year).
5. Business Segment: The company operates in a single business segment - PVC Flooring/Leathercloth.
Auditor's Review Report
Manek & Associates, Chartered Accountants, issued a limited review report with the following key points:
- The financial results were prepared in accordance with Ind AS 34 and SEBI Listing Regulations
- The review provides moderate assurance but is less in scope than a full audit
- No material misstatements were identified during the review
- Material Uncertainty Related to Going Concern: The auditors highlighted the company's negative net worth of ₹4,167.88 lakhs as of June 30, 2026, which indicates significant doubt about the company's ability to continue as a going concern
Additional Corporate Action
The Board also reconsidered the Scheme of Arrangement for merger of Natroyal Industries Private Limited (a related party and promoter group entity) with effect from April 1, 2024, based on observations from BSE Ltd. The company received NOC from BSE under Regulation 37 of SEBI LODR and filed application with NCLT, with next hearing scheduled for September 9, 2026.