BSEAGM/EGM12h ago · 28 Oct 2026, 04:02 pm

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith summary of the proceedings of the Extra-Ordinary General Meeting of Restile Ceramics Limited ("the Company") held on Wednesday, October 28, 2026 at 12:00 Noon (IST), commenced at 12:11 P.M. (IST) and concluded at 12:30 P.M. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") and the same will also be available on the website of the Company at https://restile.com/investor-relation/.

Restile Ceramics Ltd · 515085

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Restile Ceramics Ltd held an Extra-Ordinary General Meeting (EGM) on October 28, 2026, through video conferencing. The meeting was held to discuss the proposed acquisition of Bell Granito Ceramica Limited (BGCL). The company plans to acquire 98.89% of BGCL's equity share capital through a swap of 585 equity shares of Restile Ceramics for every 1,000 equity shares of BGCL, and the remaining 5.19% for cash consideration of up to Rs. 11.70 crores.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk1/10
Balance Sheet Risk4/10
Liquidity Impact6/10
Market Sentiment5/10

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Restile Ceramics Ltd - 515085 - Shareholder Meeting / Postal Ballot-Outcome of EGM

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Restile The Original FULSODY Ties October 28, 2026 BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 ISIN: INE298E01022 BSE Scrip Code: 515085 Subject: Proceedings of Extra-Ordinary General Meeting of Restile Ceramics Limited Ref.: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith summary of the proceedings of the Extra-Ordinary General Meeting of Restile Ceramics Limited ("the Company") held on Wednesday, October 28, 2026 at 12:00 Noon (IST), commenced at 12:11 P.M. (IST) and concluded at 12:30 P.M. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") and the same will also be available on the website of the Company at https://restile.com/investor-relation/. You are requested to take the above information on your record. Thanking you, (jel yo" jak Kumari Company Secretary and Compliance Officer Membership No. A69959 Encl: As Above RESTILE CERAMICS LIMITED Regd. Office : 204, S akar { omp lex Upp ABS Tower. Vaccine Crossing. Old Padra Road. Vadodara, Gujarat 10(K1 5. India CIN : L26931GJ1986PLC 102350 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 py» | Granamite | Mirrorstone | PeariRock | MarboGranit | Impacta | Gripmax Restile The Original FULSODY Tiles SUMMARY OF PROCEEDINGS OF EXTRA-ORDINARY GENERAL MEETING OF RESTILE CERAMICS LIMITED The Extra-Ordinary General Meeting ("EOGM") of the Members of the Restile Ceramics Limited ("the Company") was held on Wednesday, October 28, 2026, at 12:00 Noon (IST) through Video Conferencing ("VC")/Other Audio- Visual Means ("OAVM") in compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. Ms. Palak Kumari, Company Secretary and Compliance Officer delivered the opening notes on the conduct of the EOGM and welcomed the Members to the EOGM. She informed the Members that Mr. Viren Rathod, Managing Director, would chair the meeting and also informed that Mr. Mitesh Shah, Partner of M/s. Mitesh Shah & Co., Practising Company Secretary, was appointed by the Board as the Scrutiniser to scrutinise the remote e-voting process and e-voting at the EOGM in a fair and transparent manner. She further confirmed the presence of Mr. Tribhuvan Simh Rathod, Chief Financial Officer, Mr. Balachandran Kasi, Ms. Hasmita Taunk and Mr. Yash Kaushik Shah, Directors of the Company, Mr. Mitesh Shah, Scrutiniser, and the representatives of Cameo Corporate Services Limited, the Registrar and Share Transfer Agent of the Company. She informed the Members that, as the EOGM was held through VC/OAVM pursuant to the MCA circulars, physical attendance of Members had been dispensed with and accordingly the facility for appointment of proxies was not available. The deemed venue of the EOGM was the Registered Office of the Company. The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements in which Directors are interested and all documents referred to in the Notice, including the draft Memorandum of Association, the valuation reports of the Company and of Bell Granito Ceramica Limited and the certificate of the Practising Company Secretary under the SEBI (ICDR) Regulations, were made available electronically for inspection by the Members during the EOGM. Mr. Viren Rathod then chaired the meeting. The requisite quorum being present, he then called the Meeting to order. He welcomed all the Members present at the meeting and thanked them on behalf of the Board of Directors for joining the EOGM. The Notice of the EOGM dated September 28, 2026, together with the Explanatory Statement and the Corrigendum to the Notice dated October 06, 2026, was taken as read with the permission of the Members, as the same was already circulated to the Members. The Chairman delivered his speech wherein he apprised the Members of the proposed acquisition of Bell Granito Ceramica Limited ("BGCL"), a step towards consolidation of the group. He informed that the Company would acquire about 98.89% of the equity share capital of BGCL, of which 5.19% would be acquired from Atreya Finance Private Limited for cash consideration of up to Rs. 11.70 crores and the balance 93.70% through a swap of 585 equity shares of the Company for every 1,000 equity shares of BGCL, for which the Company would issue up to 21,12,32,385 equity shares at Rs. 10 each. He further informed that, upon completion, BGCL would become a subsidiary of the Company and that there would be no change in the control or management of the Company. RESTILE CERAMICS LIMITED Regd. Office : 204, Sakar Complex, Opp. ABS Tower, Vaccine Crossing, Old Padra Road, Vadodara. Gujarat - 390015, India CIN : L26931GI1986PLC102350 Branch Office : D.No.|-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 py» | Granamite | Mirrorstone | PeariRock | MarboGranit | Impacta | Gripmax Restile The Original FULSO0Y Ties Subsequently, it was stated that the Company had provided remote e-voting facility through CDSL to the shareholders holding shares as on the cut-off date, i.e. October 21, 2026, to cast their votes electronically on all the resolutions as set forth in the Notice, which commenced on Saturday, October 24, 2026 at 9:00 a.m. (IST) and ended on Tuesday, October 27, 2026 at 5:00 p.m. (IST). Members present in the EOGM through VC/OAVM, who had not exercised their vote on the resolutions earlier through remote e-voting, were allowed to cast their vote through the e-voting system during the EOGM. The following items, as stated in the Notice of the EOGM, were proposed for consideration at the meeting: Sr. Particulars Type of Resolution 1 Adoption of new set of Memorandum of As sociation of the | Special Resolution Company as per the Companies Act, 2013 2 Increase in the authorized share capital of th e company and | Ordinary Resolution consequent alteration in the Memorandum of Association of the Company. 3 Enhancement of the existing investment limits u nder section 186 | Special Resolution of the Companies act, 2013. 4 Approval for material related party transa ction involving | Ordinary Resolution acquisition of Bell Granito Ceramica Limited through swap of shares 5 To consider and approve issuance of equity shares ona preferential | Special Resolution basis for consideration other than cash and other matters incidental thereto As the resolutions had already been put to vote through remote e-voting, and voting was also to take place through the e-voting facility during the EOGM, there was no proposing or seconding of the resolutions. The Chairman then invited the members who had registered themselves as speakers to put forth their observations and seek clarifications through VC / OAVM relating to the business set out in the Notice. Each speaker shareholder was allotted a maximum of two minutes to express their views or raise queries. Accordingly, six registered speaker shareholders were called upon to speak. The Chairman provided clarifications to the queries raised by the members after all the registered speakers had spoken. The Chairman further stated that the facility for e-voting would continue to remain open for next 15 minutes post conclusion of the EOGM and requested the members who had not exercised their votes through the remote e- voting, to cast their votes through e-voting facility available at the EOGM, by clicking on the EVSN of the Company on the same screen through which they had joined the meeting. RESTILE CERAMICS LIMITED Regd. Office : 204, Sakar Complex, Opp. ABS Tower, Vaccine Crossing, Old Pa [Showing first 8,000 characters — download PDF for full document]