Board approves acquisition of Bell Granito Ceramica, share swap issue of 21.12 crore shares and capital increase to Rs. 320 crore

Board approved acquiring the entire equity share capital of Bell Granito Ceramica Limited (BGCL) in more than one tranche.

Mon 28 Sep 2026

Acquisition Target

Bell Granito Ceramica Limited (BGCL)

First Tranche Stake

98.89% of BGCL's diluted paid-up equity capital

Cash Consideration

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

Share Swap Ratio

1000:585 — 585 Restile shares for every 1000 BGCL shares

Preferential Issue

up to 21,12,32,385 equity shares at Rs. 10 per share

What the Board approved

The Board, at its meeting on September 28, 2026, unanimously approved a set of linked proposals, all subject to shareholder approval at an Extra Ordinary General Meeting on Wednesday, October 28, 2026.

Capital structure

• Adoption of a new Memorandum of Association in the format prescribed under the Companies Act, 2013.
• Increase in Authorised Share Capital from Rs. 100,00,00,000 divided into 10,00,00,000 equity shares of Rs. 10 each to Rs. 320,00,00,000 divided into 32,00,00,000 equity shares of Rs. 10 each, with Clause V of the MoA amended accordingly.

The acquisition

The Company approved the proposal to acquire the entire equity share capital of Bell Granito Ceramica Limited (BGCL) from its existing shareholders, to be undertaken in more than one tranche, subject to necessary approvals and conditions.

In the first tranche, an aggregate of 98.89% of BGCL's diluted paid-up equity share capital is proposed to be acquired:

• Cash: up to 2,00,00,000 equity shares, constituting 5.19% of BGCL's diluted paid-up equity capital, from Atreya Finance Private Limited, for consideration not exceeding Rs. 11,70,00,000.
• Swap: up to 36,10,82,783 equity shares, constituting 93.70%, from existing shareholders, at a swap ratio of 1000:585 — for every 1000 shares held in BGCL, investors receive 585 equity shares of Restile.

On completion, and subject to approvals, BGCL would become a subsidiary of the Company.

Preferential issue

To fund the swap, the Board approved issuing and allotting up to 21,12,32,385 equity shares of the Company on a preferential basis, for consideration other than cash, at an issue price of Rs. 10 per equity share, to the sellers/investors of BGCL. This is a sizeable expansion of the share count, which is why the authorised capital needs to rise.

Related party angle

The Company states the promoter/promoter group hold 64.74% in BGCL, and those shares would be transferred to the Company as part of the acquisition. Because the promoters/promoter group are related parties under the Companies Act, 2013 and SEBI LODR, the transfer is treated as a related party transaction. The interested parties named are Atreya Finance Private Limited, Bharati Nalin Rathod, Shruti Rathod, Tribhuvan Simh Rathod and Uday Rathod.

About the target

BGCL operates in ceramic and refractory products — floor and wall tiles, vitrified and mosaic tiles, sanitary ware, porcelain, glassware and related items — an area adjacent to Restile's own tile business. BGCL's turnover is stated at 7,591.75 Lakhs.

What to watch

• The EGM outcome on October 28, 2026 and the resolutions placed there.
• Execution of definitive transaction documents and the remaining tranches.
• The scale of dilution for existing shareholders from the preferential allotment.

The Board Meeting commenced at 6:30 p.m. and concluded at 7:01 p.m.

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