BSEBoard Meeting28 Sept 2026 · 28 Sept 2026, 07:03 pm
Please find enclosed Outcome of Board Meeting held on September 28, 2026.
Restile Ceramics Ltd · 515085
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Restile Ceramics Ltd has announced the outcome of its board meeting, where it approved the increase in authorized share capital, acquisition of equity shares of Bell Granito Ceramica Limited, and preferential issue of equity shares for consideration other than cash.
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Restile Ceramics Ltd - 515085 - Board Meeting Outcome for Outcome Of Board Meeting Held On September 28, 2026
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Restile
The Original FULBODY Tiles
Date: September 28, 2026
BSE Limited
Corporate Relationship Department Phiroze
Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai — 400001
ISIN: INE298E01022
BSE Scrip Code: 515085
Dear Sir/Madam,
Subject: Outcome of the Board Meeting held on September 28, 2026.
Ref: Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
In furtherance of the prior intimation given on September 23, 2026, and in terms of Regulation 30 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of
the Company at its meeting held today 1.e. on Monday, September 28, 2026, inter-alia, considered and
unanimously approved:
1. Approve the new set of Memorandum of Association of the company as per the Companies
Act, 2013.
2. Increase in Authorised Share Capital of the Company and consequent alteration to
Memorandum of Association:
Approved the proposal to increase the Authorised Share Capital of the Company from
100,00,00,000/- (Rupees One Hundred Crores only) divided into 10,00,00,000 (Ten Crores) equity
shares of 710/- (Rupees Ten only) each to Rs. 320,00,00,000/- (Rupees Three Hundred and Twenty
Crore Only) divided into 32,00,00,000 (Thirty-Two Crore) equity shares of %10/- (Rupees Ten only)
each, subject to approval of the Members of the Company.
The details as required for point no. 1 and 2, pursuant to Regulation 30 of the SEBI Listing
Regulations as amended from time to time read with SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD7262//I2/0236 dated January 30, 2026, are enclosed herewith as
Annexure A
RESTILE CERAMICS LIMITED
Regd. Office : 204, Sakar Complex, Opp. ABS Tower, Vaccin e Crossing, Old Padra Road, Vadodara, Gujarat - 390015, India.
CIN : L26931GJ1986PLC102350
Branch Office : D.No.1-10-77, 5th Floor, Varun Towers, Opp. Hyderabad Public School, Begumpet, Hyslerabad - 500 016.
E-mail : restile@accountscare.com, works@restile.com, Website : www.restile.com pp No 99 -
| Granamite | Mirrorstone | PearlRock | MarboGranit | Impacta | Gripmax
Restile
The Original FULBODY Tiles
3. Acquisition of Equity Shares of Bell Granito Ceramica Limited:
Approved the proposal for acquisition of entire equity share capital of Bell Granito Ceramica
Limited (“BGCL” or “Target Company’) from its existing shareholders (“Sellers/Investors”) to be
undertaken in more than one tranche as set out below and, subject to the receipt of necessary
approvals, consents and fulfilment of applicable terms and conditions:
In First Tranche, the Company proposes to acquire an aggregate of 98.89% of the diluted paid-up
equity share capital of BGCL, comprising:
A. Cash Consideration -
Up to 2,00,00,000 (Two Crores) equity shares 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), payable by the
Company in cash, on such terms and conditions as may be set out in the definitive transaction
documents; and
B. Swap of shares -
Up to 36,10,82,783 (Thirty-Six Crore Ten Lakh Eighty-Two Thousand Seven Hundred and
Eighty-Three) equity shares constituting 93.70% of the diluted paid-up equity share capital of
BGCL from its existing shareholders detailed in the table below, for the further issue of shares
in the Company by way of swap in the ratio of 1000:585, 1.e., for every 1000 (One thousand)
share held in BGCL- the Investors would get 585 (Five Hundred and Eighty Five) equity
shares of the Company.
Accordingly, the Company proposes to issue and allot an aggregate of 21,12,32,385 (Twenty-One
Crores Twelve Lakhs Thirty-Two Thousand Three Hundred and Eighty-Five) equity shares of the
Company to the shareholders of BGCL in Share Swap Arrangement.
Upon completion of the proposed acquisition, subject to receipt of necessary approvals, BGCL shall
become a subsidiary of the Company.
The details as required pursuant to Regulation 30 of the SEBI Listing Regulations as amended from
time to time read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
dated January 30, 2026, are enclosed herewith as Annexure B.
4. Preferential Issue of Equity Shares for consideration other than cash.
Consequent to and in connection with the aforesaid proposed acquisition of BGCL, approved the
proposal for issuance and allotment of up to 21,12,32,385 (Twenty-One Crores Twelve Lakhs
Thirty-Two Thousand Three Hundred and Eighty- Five) equity shares of the Company on a
RESTILE CERAMICS LIMITED
Regd. Office : 204, Sakar Complex, Opp. ABS Tower, Vaccin e Crossing, Old Padra Road, Vadodara, Gujarat - 390015, India.
CIN : L26931GJ1986PLC102350
Branch Office : D.No.1-10-77, 5th Floor, Varun Towers, Opp. Hyderabad Public School, Begumpet, Hyslerabad - 500 016.
E-mail : restile@accountscare.com, works@restile.com, Website : www.restile.com pp 1
| Granamite | Mirrorstone | PearlRock | MarboGranit | Impacta | Gripmax
Restile
The Original FULBODY Tiles
preferential basis, for consideration other than cash, at an issue price of Rs. 10/- (Rupees Ten only)
per equity share, to the Sellers/Investors of BGCL, pursuant to the proposed share swap
arrangement and subject to the applicable provisions of law, including receipt of the approval of
the Members of the Company and such other regulatory/statutory approvals as may be required.
The proposed preferential issue shall be undertaken as consideration towards the acquisition of the
equity share capital of BGCL, in accordance with the share exchange ratio of 1000:585, 1.e., for
every 1000 (One thousand) share held in BGCL, the Investors would get 585 (Five Hundred and
Eighty-Five) shares of the Company and on such terms and conditions as may be determined in
accordance with applicable laws and the definitive transaction documents.
The details as required pursuant to Regulation 30 of the SEBI Listing Regulations as amended from
time to time read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
dated January 30, 2026, are enclosed herewith as Annexure C.
5. Notice of Extra Ordinary General Meeting.
The proposal to conduct Extra Ordinary General Meeting on Wednesday, October 28, 2026, for
seeking approval of the shareholders of the Company for the aforesaid agenda items and approved
the draft notice dated September 28, 2026, for the same. The notice of the said Extra Ordinary
General Meeting shall be submitted to the Stock Exchanges in due course 1n compliance with
provisions of SEBI Listing Regulations.
The Board Meeting commenced at 6:30 p.m. and concluded at 7:01 p.m.
This intimation shall also be uploaded on the Company's website at https://restile.com/
Kindly take the same on record.
Thanking You,
Yours faithfully,
For Restile Gé
tale 3ox
alak Kumari
Company Secretary and Compliance Officer
Membership No. A69959
Place: Mumbai
RESTILE CERAMICS LIMITED
Regd. Office : 204, Sakar Complex, Opp. ABS Tower, Vaccin e Crossing, Old Padra Road, Vadodara, Gujarat - 390015, India.
CIN : L26931GJ1986PLC102350
Branch Office : D.No.1-10-77, Sth Floor, Varun Towers, Opp. Hyderabad Public School, Begumpet, Hyderabad - 500 016.
E-mail : restile(@accountscare.com, works@restile.com, Website : www.restile.com Ph. Ni
». YY9OS2 1976
| Granamite | Mirrorstone | PearlRock | MarboGranit | Impacta | Gripmax
Restile
The Original FULBODY Tiles
Annexure - A
Point 14 of Para A Part A Schedule III of SEBI Circular no. HO/49/14/14(7)2025-CFD-
POD2/1/3762/2026 dated January 30, 2026 — Increase in the Authorised Share Capital of the
Company.
Sr. Particulars Description
1. | Amendments to | Adoption o f a new set of Memorandum of Association of
memorandum of | the Company, in substitution of the existing Memorandum
association of listed entity, | of Association, in conformity with the provisions of the Act
in brief. and in the format prescribed
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