Promoter group holding rises to 45.99% as 41,17,160 shares allotted under RSDPL merger scheme

Royal Cushion Vinyl Products has shared a disclosure with BSE under Regulation 10(6) of the SEBI Takeover Regulations.

Fri 9 Oct 2026

Shares allotted

41,17,160 equity shares of Rs. 10/- each allotted on October 05, 2026

Allotment ratio

7,807 equity shares of Rs. 10/- each for every 19 equity shares of Rs. 10/- each of RSDPL

Promoter holding change

1,46,04,378 shares (39.92%) before, 1,87,21,538 shares (45.99%) after

What was disclosed

Royal Cushion Vinyl Products Limited has shared a report with BSE Limited under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The report is shared by Mahesh Kantilal Shah and nine other acquirers, together with persons acting in concert (PACs), all being members of the Promoter and Promoter Group.

The transaction

• The Scheme of Arrangement in the nature of merger / amalgamation of Royal Spinwell and Developers Private Limited (RSDPL) with the Company was approved by the Hon'ble NCLT, Mumbai Bench by its Final Order dated July 28, 2026.
• The Scheme became effective with effect from August 30, 2026.
• In terms of the Scheme, 41,17,160 equity shares of Rs. 10/- each of the Company at par were allotted to the eligible equity shareholders of RSDPL on October 05, 2026.
• Allotment ratio: 7,807 equity shares of face value Rs. 10/- each of the Company for every 19 fully paid-up equity share of face value Rs. 10/- each of RSDPL.

Promoter and Promoter Group holding

• Acquirers (ten individuals): from 43,37,302 shares (11.85%) to 84,54,462 shares (20.77%).
• Persons Acting in Concert: 1,02,67,076 shares (28.06%) to 1,02,67,076 shares (25.22%) — the number of shares is unchanged, while the percentage is lower as the total share capital of the Company is larger after the allotment.
• Combined Promoter and Promoter Group: from 1,46,04,378 shares (39.92%) to 1,87,21,538 shares (45.99%).
• Largest individual acquirer, Mahesh Kantilal Shah: from 31,83,000 shares (8.70%) to 35,93,894 shares (8.83%).
• The disclosure also includes Lapada (Mauritius) Limited, an entity forming part of the Promoter Group, holding 28,80,000 shares (7.87% before, 7.08% after).

Open offer

The acquirers state that the acquisition / allotment is pursuant to a Scheme of Arrangement involving the Company as the transferee company, sanctioned by the NCLT. They state they are exempt from the obligation to make an open offer under Regulation 3(2) of the SEBI Takeover Regulations, in terms of the general exemption under Regulation 10(1)(d)(ii).

In simple terms

The shares that came to the promoter group were allotted under the Scheme, in exchange for shares held in RSDPL, and not bought in the market. The disclosure shows how many shares each acquirer and PAC held before the allotment and after it, and how that translates into a percentage of the Company's total share capital at each point.

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