Restile Ceramics Limited has issued the notice for its Extra Ordinary General Meeting (EOGM) scheduled for October 28, 2026. The meeting will seek shareholder approval for increasing the authorized share capital to ₹320 crore and acquiring 98.89% equity in Bell Granito Ceramica Limited (BGCL) through a combination of cash and share swap.

The EGM, to be held via Video Conferencing, will consider special resolutions for adopting a new Memorandum of Association, enhancing investment limits under Section 186 of the Companies Act, 2013, and approving the material related party transaction involving BGCL. The remote e-voting period commences on October 24, 2026, and ends on October 27, 2026.

Acquisition structure and consideration

The acquisition aims to consolidate businesses in the ceramic and allied products sector. Upon completion, BGCL will become a subsidiary of Restile Ceramics. The transaction involves acquiring the entire equity share capital of BGCL in multiple tranches.

The preferential issue is subject to shareholder approval and regulatory consents, including in-principle approval from BSE Limited. The valuation report by Bhavesh M Rathod determined the value of each BGCL equity share at ₹5.85. The total purchase consideration is capped at ₹211.23 crore for the swap component and ₹11.70 crore for the cash component.

Capital structure changes

To accommodate the new shares, the Board approved an increase in the authorized share capital from ₹100 crore to ₹320 crore. This requires altering the Memorandum of Association to reflect the new capital structure of 32,00,00,000 equity shares of ₹10 each.

Additionally, shareholders will vote on enhancing the limit for loans and investments under Section 186(3) of the Companies Act, 2013. The proposed enhanced limit allows loans, investments, guarantees, or securities up to ₹500 crore over and above the statutory limits prescribed under Section 186(2), specifically to facilitate the BGCL acquisition and future business requirements.

Related party disclosures

The acquisition qualifies as a related party transaction as the promoter group holds 64.74% interest in BGCL. The sellers include Atreya Finance Private Limited, Bharati Nalin Rathod, Shruti Rathod, Tribhuvan Simh Rathod, and Uday Rathod. Multitude Growth Funds Limited, a foreign portfolio investor, is also part of the swap arrangement.

BGCL reported a turnover of ₹7,591.75 lakh in FY26. The company is engaged in manufacturing ceramic products including tiles, sanitary ware, and porcelain. The consolidation is intended to leverage BGCL’s distribution network and product portfolio to strengthen Restile Ceramics' market position.

Regulatory compliance

The intimation was filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The trading window, which was closed since September 23, 2026, remains restricted until 48 hours after the conclusion of the board meeting. The disclosure was signed by Palak Jain, Company Secretary and Compliance Officer.

Restile Ceramics Limited shareholders approved all five resolutions at its 40th Annual General Meeting on September 9, 2026. The session concluded in 11 minutes via video conference.

Managing Director Viren Rathod chaired the proceedings. Shareholders backed key corporate governance and financial measures, including expanded borrowing limits and new Articles of Association.

Voting Results

All ordinary and special resolutions passed with overwhelming majority support. Remote e-voting was facilitated through CDSL, with the voting window open from September 5 to September 8, 2026.

Ms. Hasmita Taunk retires by rotation and offered herself for re-appointment. Members also approved material related party transactions.

Participation Breakdown

The company had 26,825 shareholders on the record date of September 2, 2026. Total shares held stood at 98,279,239. Votes polled represented 66.79% of outstanding shares for most resolutions.

Promoter and promoter group entities held 70,722,715 shares. They cast votes on 65,542,705 shares (92.68% of their holding) in favor of the financial statements, director re-appointment, borrowing limits, and AOA changes. No promoter votes were cast against these resolutions.

Public non-institutional shareholders held 27,537,184 shares. They polled 101,622 votes (0.37% participation). Of these, 101,602 votes were in favor and 20 were against.

Public institutional shareholders held 19,340 shares but did not participate in the voting process.

Governance Updates

The company sought shareholder approval to alter its Articles of Association in compliance with the Companies Act, 2013. This requires a special resolution.

The Board of Directors approved the adoption of the new set of Articles of Association based on Form of Table F as prescribed under the Companies Act, 2013. The new AOA has been restructured and aligned with the provisions of the Act, Secretarial Standards issued by the Institute of Company Secretaries of India, and other applicable laws. References to amended sections, sub-sections, and clauses have been substituted with new provisions.

Additionally, shareholders granted authorisation for the company to borrow funds in excess of its paid-up share capital and reserves. This borrowing limit expansion also passed as a special resolution.

Meeting Details

Palak Kumari, Company Secretary and Compliance Officer, delivered opening notes. M/s. Mitesh Shah & Co. served as the scrutiniser for the e-voting process.

The scrutinizer unblocked votes at 12:57 pm on September 9, 2026. Results will be disseminated to stock exchanges within two working days.