Corrigendum to EOGM Notice: Revised Shareholding Table, Capital Increase, BGCL Swap, Preferential Issue

Restile Ceramics has issued a corrigendum to its EOGM notice dated September 28, 2026, restating the pre- and post-issue shareholding table.

Tue 6 Oct 2026

Corrigendum to the EOGM notice

• A corrigendum dated October 06, 2026 has been issued to the Notice of Extra-Ordinary General Meeting dated September 28, 2026.
• It restates the table showing details of pre and post allotment shareholding in the explanatory statement for Item No. 5, Point No. 6.
• Except as detailed in the corrigendum, the other items of the notice and the explanatory statement remain unchanged.

What shareholders are being asked to approve

• Adoption of a new set of Memorandum of Association aligned with the Companies Act, 2013 — Special Resolution.
• Increase in the authorised share capital and consequent alteration of the Memorandum of Association — Ordinary Resolution.
• Enhancement of the existing investment limits under Section 186 of the Companies Act, 2013 — Special Resolution.
• Approval for a material related party transaction involving acquisition of the equity share capital of Bell Granito Ceramica Limited through a swap of shares — Ordinary Resolution.
• Issue of equity shares on a preferential basis for consideration other than cash — Special Resolution.

Authorised share capital

• Existing: Rs. 100,00,00,000 (Rupees Hundred Crores).
• Proposed: Rs. 320,00,00,000 (Rupees Three Hundred and Twenty Crores), ranking pari-passu with the existing equity shares.

Investment limits under Section 186

• The Board is seeking approval so that the aggregate of loans and investments made, guarantees given and securities provided does not at any time exceed Rs. 500 Crores, over and above the limits prescribed under Section 186(2) of the Companies Act, 2013.
• The resolution states this enhanced limit shall, among other things, be available for the proposed acquisition of equity shares of Bell Granito Ceramica Limited through a share swap arrangement.

The Bell Granito Ceramica transaction

• Proposed acquisition of the equity share capital of Bell Granito Ceramica Limited amounting up to Rs. 2,22,93,34,280.55, from its existing shareholders who are related parties of the company (being promoter / promoter group members).
• Consideration is proposed to be discharged by cash and by issue and allotment of equity shares of the company on a preferential basis to eligible shareholders of Bell Granito Ceramica Limited.
• Share swap ratio: 1000:585 — for every 1000 shares held in Bell Granito Ceramica Limited, the investors would get 585 equity shares of the company.
• The value of each equity share of Bell Granito Ceramica Limited has been determined at Rs. 5.85 per share, based on the valuation report of an independent registered valuer.
• Where the consideration cannot be settled through the swap at the determined ratio, the difference is proposed to be paid in cash to the respective eligible shareholders.

Preferential issue

• Up to 21,12,32,385 fully paid up equity shares of the company, for consideration other than cash, towards acquisition of shares of Bell Granito Ceramica Limited.
• The Relevant Date for the purpose of determining the issue price is Monday, September 28, 2026.
• Post swap, the proposed allottees include Atreya Finance Private Limited, Bharati Nalin Rathod, Shruti Rathod, Tribhuvan Simh Rathod, Uday Rathod (promoter group) and Multitude Growth Funds Limited (non-promoter, foreign portfolio investor).

Meeting details

• The EGM is scheduled to be held on Wednesday, October 28, 2026 at 12:00 Noon through video conferencing / other audio-visual means.
• Remote e-voting will be available from Saturday, October 24, 2026 (9:00 a.m. IST) and will end on Tuesday, October 27, 2026 (5:00 p.m. IST).

What to keep in mind

• These are proposals placed before shareholders; they take effect in line with the outcome of the meeting and the approvals required.
• The corrigendum restates the pre-issue and post-issue shareholding table so that the notice is read with the corrected figures.

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