Board approves acquisition of 98.89% of Bell Granito Ceramica via cash plus share swap; preferential issue of 21.12 crore shares

Board approved acquiring the entire equity of Bell Granito Ceramica Ltd (BGCL) — first tranche 98.89% of its diluted capital.

Mon 28 Sep 2026

Target Company

Bell Granito Ceramica Ltd (BGCL)

Acquisition Stake

98.89% of diluted capital in first tranche

Cash Consideration

Up to Rs. 11,70,00,000 for up to 2,00,00,000 BGCL shares (5.19%)

Share Swap Ratio

1000:585 (1000 BGCL shares for 585 Restile shares)

New Shares to be Issued

21,12,32,385 equity shares at Rs. 10 each on preferential basis

What the Board approved

Restile Ceramics' Board, at its meeting on September 28, 2026, approved a plan to acquire the entire equity share capital of Bell Granito Ceramica Limited (BGCL) in more than one tranche. The first tranche covers 98.89% of BGCL's diluted paid-up equity capital.

How BGCL is being paid for

• Cash: up to 2,00,00,000 BGCL equity shares, being 5.19% of its diluted capital, from Atreya Finance Private Limited for an aggregate consideration not exceeding Rs. 11,70,00,000.
• Swap: up to 36,10,82,783 BGCL shares, being 93.70% of diluted capital, exchanged at a ratio of 1000:585 — for every 1000 BGCL shares held, 585 Restile shares.

The preferential issue

To fund the swap, Restile will issue and allot up to 21,12,32,385 equity shares on a preferential basis, for consideration other than cash, at an issue price of Rs. 10 per share, to 6 investors. Fractional entitlements will be settled in cash.

Allottees and shares to be allotted

• Atreya Finance Private Limited (Promoter Group): 7,36,74,900 shares, 23.80% post-allotment
• Bharati Nalin Rathod (Promoter Group): 4,78,44,225 shares, 15.46%
• Multitude Growth Funds Limited (Non-Promoter, FPI): 7,69,99,455 shares, 24.88%
• Shruti Rathod: 55,57,500 shares, 1.80%
• Tribhuvan Simh Rathod: 52,65,000 shares, 1.70%
• Uday Rathod: 18,91,305 shares, 0.61%

Together these allottees would hold 68.25% of Restile after the issue. That is a substantial dilution for existing shareholders, and control of the enlarged company would sit largely with this group.

Related party angle

The promoter/promoter group of Restile hold 64.74% in BGCL, and those shares would be transferred to Restile. The company states this makes the transfer a related party transaction, with those persons interested in it.

About the target

BGCL was incorporated on January 29, 1993 and manufactures and trades ceramic and refractory products — floor and wall tiles, vitrified tiles, sanitary ware and related items. It operates in India. Turnover (In Lakhs): FY 2023-24 7,942.57; FY 2024-25 7,784.51; FY 2025-26 7,591.75 — a gradual decline over the three years.

After completion, BGCL becomes a subsidiary of Restile. The stated rationale is consolidating two ceramics businesses and gaining synergies in product portfolio, distribution and market presence.

Capital structure change

Authorised share capital is proposed to increase from Rs. 100,00,00,000 (10,00,00,000 shares of Rs. 10 each) to Rs. 320,00,00,000 (32,00,00,000 shares of Rs. 10 each), with a new Memorandum of Association adopted.

What happens next

• Shareholder approval sought at an Extra Ordinary General Meeting on October 28, 2026.
• In-principle approval from BSE Limited and other consents are required.
• The transaction is proposed to be completed within 6 months from receipt of necessary approvals.

Things to watch

• The deal is a proposal at this stage; completion depends on member and regulatory approvals and definitive documents.
• The scale of new shares relative to existing capital, and the related party nature of most of the consideration, are the key points for minority shareholders.

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