Restile Ceramics515085EGM date declared

EGM on October 28 to seek approval for BGCL share-swap acquisition, preferential issue and authorised capital rise

New Memorandum of Association.

Mon 5 Oct 2026

Rs. 320,00,00,000×3.20

ExistingRs. 100,00,00,000ProposedRs. 320,00,00,000

Authorised share capital: Rs. 100,00,00,000 (Existing) and Rs. 320,00,00,000 (Proposed).

EGM Date: Wednesday, October 28, 2026 at 12:00 Noon through video conferencing
Authorised Share Capital: up from Rs. 100,00,00,000 to Rs. 320,00,00,000
Acquisition Consideration: Related party acquisition of Bell Granito Ceramica Ltd for Rs. 2,22,93,34,280.55 via share swap
Section 186 Limits: loan/investment limits up to Rs. 500 Crores
Preferential Issue: up to 21,12,32,385 equity shares for consideration other than cash

What is being put to shareholders

Restile Ceramics Ltd has convened an Extraordinary General Meeting (EGM) on Wednesday, October 28, 2026 at 12:00 Noon through Video Conferencing / Other Audio-Visual Means. Five items of business are proposed, and the company is providing remote e-voting as well as e-voting at the EGM.

1. Adoption of a new Memorandum of Association (Special Resolution) Approval is sought to revise and adopt a new set of Memorandum of Association in substitution of, and to the entire exclusion of, the existing Memorandum, to align it with the provisions of the Companies Act, 2013.

2. Increase in authorised share capital (Ordinary Resolution)

From Rs. 100,00,00,000 (Rupees Hundred Crores Only) divided into 10,00,00,000 (Ten Crore) equity shares of Rs. 10 each
To Rs. 320,00,00,000 (Rupees Three Hundred and Twenty Crores Only) divided into 32,00,00,000 (Thirty-Two Crore) equity shares of face value of Rs. 10 each

The new shares rank pari-passu in all respects with the existing equity shares of the company.

3. Enhancement of investment limits under Section 186 (Special Resolution) The Board is to be authorised to give loans, give guarantees or provide security, and acquire securities, with the aggregate of loans, investments, guarantees and securities not exceeding Rs. 500 Crores (Rupees Five Hundred Crores only) 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 (BGCL), including the acquisition of 98.89% of the equity share capital of BGCL through a share swap arrangement.

4. Acquisition of Bell Granito Ceramica Limited (Ordinary Resolution, Material Related Party Transaction)

Total amount involved: up to Rs. 2,22,93,34,280.55
The sellers are existing shareholders of BGCL who are related parties of the company, being promoter / promoter group members

Cash consideration

Up to 2,00,00,000 equity shares of BGCL, constituting 5.19% of the diluted paid-up equity share capital of BGCL, from Atreya Finance Private Limited, for an aggregate consideration not exceeding Rs. 11,70,00,000 (Rupees Eleven Crore Seventy Lakh only)
Where shares cannot be swapped because of the swap ratio, cash payment not exceeding Rs. 7,236.45

Swap of shares

Up to 36,10,82,783 equity shares of BGCL, constituting 93.70% of the diluted paid-up equity share capital of BGCL, from its existing shareholders
Swap ratio of 1000:585, i.e. for every 1000 shares held in BGCL the investors would get 585 equity shares of the company
The value of each equity share of BGCL has been determined at ₹ 5.85 per share, on the basis of a valuation report issued by Bhavesh M Rathod, Chartered Accountants, an Independent Registered Valuer

5. Preferential issue for consideration other than cash (Special Resolution)

Up to 21,12,32,385 (Twenty-One Crores Twelve Lakhs Thirty-Two Thousand Three Hundred and Eighty-Five) fully paid-up equity shares of the company of face value of Rs. 10 each
Issued for consideration other than cash, towards acquisition of shares of BGCL
Aggregate purchase consideration not exceeding Rs. 211,23,23,850 (Indian Rupees Two Hundred Eleven Crores Twenty-Three Lakhs Twenty-Three Thousand Eight Hundred and Fifty only), as per the share exchange ratio of 1000:585
The "Relevant Date" for the purpose of determination of issue price is Monday, September 28, 2026
Equity shares to be allotted in dematerialised form within a maximum period of fifteen (15) days from the date of passing of the Special Resolution, subject to receipt of approvals
The shares will rank pari-passu with existing equity shares, including dividend and voting rights, from the date of allotment
The shares allotted are subject to lock-in for the period specified under Chapter V of the SEBI ICDR Regulations, and the entire pre-preferential equity shareholding of the investors, if any, is subject to lock-in as per Regulation 167(6)

Proposed allottees and post-swap holding

Atreya Finance Private Limited (Promoter Group - Body Corporate): 7,36,74,900 shares, 23.80%
Bharati Nalin Rathod (Promoter Group - Individual): 4,78,44,225 shares, 15.46%
Shruti Rathod (Promoter Group - Individual): 55,57,500 shares, 1.80%
Tribhuvan Simh Rathod (Promoter Group - Individual): 52,65,000 shares, 1.70%
Uday Rathod (Promoter Group - Individual): 18,91,305 shares, 0.61%
Promoter & Promoter Group total: 13,42,32,930 shares, 43.37%
Multitude Growth Funds Limited, formerly AG Dynamic Funds Limited (Non-Promoter - Foreign Portfolio Investor): 7,69,99,455 shares, 24.88%

Key dates and voting details

EGM: Wednesday, October 28, 2026 at 12:00 Noon
Cut-off date for e-voting eligibility: Wednesday, October 21, 2026
Remote e-voting: from 09.00 A.M. (IST) on October 24, 2026 up to 05.00 P.M. (IST) on October 27, 2026
E-voting at the EGM also available through the electronic voting system, facility provided by Central Depository Services (India) Limited (CDSL)

Rs. 2,22,93,34,280.55Total consideration for BGCL acquisition

Aggregate purchase consideration for preferential issueRs. 211,23,23,850

Cash consideration to Atreya Finance Private LimitedRs. 11,70,00,000

Total consideration for BGCL acquisition Rs. 2,22,93,34,280.55: Aggregate purchase consideration for preferential issue Rs. 211,23,23,850, Cash consideration to Atreya Finance Private Limited Rs. 11,70,00,000.

Also from Restile Ceramics

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

6 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

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

28 Sep 2026

More numbers

Proposed new authorised share capitalRs. 320,00,00,000
Existing authorised share capitalRs. 100,00,00,000
Enhanced limit for loans, investments, guarantees and securitiesRs. 500 Crores
Total consideration for BGCL acquisitionRs. 2,22,93,34,280.55
Cash consideration to Atreya Finance Private LimitedRs. 11,70,00,000
Maximum cash payment for shares that cannot be swappedRs. 7,236.45
BGCL shares to be acquired through swap36,10,82,783
BGCL stake acquired through swap93.70%
Share swap ratio1000:585
Value per equity share of BGCL₹ 5.85 per share
Equity shares proposed under preferential issue21,12,32,385
Aggregate purchase consideration for preferential issueRs. 211,23,23,850

Source: BSE · 5 Oct 2026

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