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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Growth Catalyst8/10
Governance Concern1/10
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Market Sentiment5/10

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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 [Showing first 8,000 characters — download PDF for full document]