Board approves acquisition of 98.89% of Bell Granito Ceramica via cash and share swap; authorised capital to rise to Rs. 320 crore
Board approved acquiring the entire equity of Bell Granito Ceramica Ltd (BGCL) in tranches.
- Acquisition Target
- Bell Granito Ceramica Ltd (BGCL) — 98.89% of diluted paid-up capital
- Cash Consideration
- Up to 2,00,00,000 shares (5.19%) for not exceeding Rs. 11,70,00,000
- Share Swap Ratio
- 1000:585 — Restile to issue 21,12,32,385 equity shares at Rs. 10 each
- Authorised Capital Increase
- From Rs. 100,00,00,000 to Rs. 320,00,00,000
- Related Party Status
- Promoters hold 64.74% in BGCL; EGM scheduled for October 28, 2026
What the board approved
The board unanimously approved, subject to shareholder approval, the acquisition of the entire equity share capital of Bell Granito Ceramica Limited (BGCL) in more than one tranche. In the first tranche, Restile proposes to acquire an aggregate 98.89% of BGCL's diluted paid-up equity share capital.
How it will be paid for
- Cash: up to 2,00,00,000 equity shares, being 5.19% of BGCL's diluted paid-up capital, from Atreya Finance Private Limited, for consideration not exceeding Rs. 11,70,00,000.
- Share swap: up to 36,10,82,783 equity shares, being 93.70%, at a ratio of 1000:585 — for every 1000 BGCL shares, 585 Restile shares.
- Restile will accordingly issue 21,12,32,385 equity shares at an issue price of Rs. 10 per share on a preferential basis, for consideration other than cash, to 6 investors. Fractional shares that cannot be swapped will be paid in cash.
Upon completion, BGCL becomes a subsidiary of Restile.
Who gets the new shares
The proposed allottees include promoter group entities and one foreign portfolio investor
- Atreya Finance Private Limited: 7,36,74,900 shares, 23.80% post allotment
- Bharati Nalin Rathod: 4,78,44,725 shares, 15.46%
- Shruti Rathod: 55,57,510 shares, 1.80%
- Tribhuvan Simh Rathod: 52,65,010 shares, 1.70%
- Uday Rathod: 18,91,315 shares, 0.61%
- Multitude Growth Funds Limited (formerly AG Dynamic Funds Limited), a non-promoter foreign portfolio investor: 7,69,99,455 shares, 24.88%
Together the proposed allottees would hold 21,12,32,915 shares, or 68.25% of Restile post allotment. Existing shareholders' holdings would be proportionately diluted by this large issuance.
Related party angle
The promoter/promoter group of Restile hold shares amounting to 64.74% in BGCL, which they would transfer to the Company. The update states this transfer would be considered a related party transaction and the named promoters are interested in it.
Capital structure change
The board approved a new set of Memorandum of Association under the Companies Act, 2013, and an increase in authorised share capital from Rs. 100,00,00,000 (10,00,00,000 equity shares of Rs. 10 each) to Rs. 320,00,00,000 (32,00,00,000 equity shares of Rs. 10 each), subject to members' approval. This headroom is needed before the new shares can be issued.
About the target
BGCL was incorporated on January 29, 1993 and makes and trades ceramic and refractory products — tiles, sanitary ware, vitrified tiles and related items. Its turnover was 7,942.57 Lakhs in FY 2023-24, 7,784.51 Lakhs in FY 2024-25 and 7,591.75 Lakhs in FY 2025-26. It primarily operates in India.
Stated rationale
Management says the deal consolidates two businesses in the ceramic and allied products sector, lets Restile leverage BGCL's operations, product portfolio, market presence and distribution network, and is expected to bring operational and business synergies.
What happens next
- Subject to in-principle approval from BSE Limited and other applicable consents.
- Proposed to be completed within 6 months from receipt of necessary approvals.
- An Extra Ordinary General Meeting is proposed for Wednesday, October 28, 2026, to seek shareholder approval for these items.
The board meeting ran from 6:30 p.m. to 7:01 p.m.
Also from Restile Ceramics
Corrigendum to EOGM Notice: Revised Shareholding Table, Capital Increase, BGCL Swap, Preferential Issue
6 Oct 2026
EGM on October 28 to seek approval for BGCL share-swap acquisition, preferential issue and authorised capital rise
5 Oct 2026
Board approves acquisition of Bell Granito Ceramica, share swap issue of 21.12 crore shares and capital increase to Rs. 320 crore
28 Sep 2026
More numbers
- Stake in BGCL in first tranche98.89%
- BGCL shares acquired for cash2,00,00,000
- Cash-acquired stake in BGCL5.19%
- Maximum cash considerationRs. 11,70,00,000
- BGCL shares acquired via swap36,10,82,783
- Swap-acquired stake in BGCL93.70%
- New Restile shares to be issued21,12,32,385
- Preferential issue price per shareRs. 10/-
- Authorised capital, existing100,00,00,000/-
- Authorised capital, proposedRs. 320,00,00,000/-
- Promoter group holding in BGCL64.74%
- Proposed allottees' post-allotment holding in Restile68.25%
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