Key Changes in Explanatory Statement

On Page No. 25 of the Notice, the table "Details of pre and post allotment shareholding" has been modified to reflect accurate shareholding patterns before and after the proposed preferential issue.

EOGM Business Items

The EOGM scheduled for October 28, 2026, at 12:00 Noon through Video Conferencing/OAVM will consider the following special business:

Item 1: Adoption of New Memorandum of Association

  • Special Resolution to adopt new Memorandum of Association aligned with Companies Act, 2013
  • To replace existing Memorandum based on Companies Act, 1956

Item 2: Increase in Authorized Share Capital

  • Ordinary Resolution to increase authorized share capital from ₹100 crore (10 crore shares of ₹10 each) to ₹320 crore (32 crore shares of ₹10 each)
  • Consequential alteration of Clause V of Memorandum of Association

Item 3: Enhancement of Investment Limits under Section 186

  • Special Resolution to enhance limits for loans, investments, guarantees, and securities
  • New overall limit of ₹500 crores over and above limits prescribed under Section 186(2) of Companies Act, 2013
  • Specifically covers proposed acquisition of BGCL shares

Item 4: Material Related Party Transaction - Acquisition of BGCL

  • Ordinary Resolution for acquisition of Bell Granito Ceramica Limited through share swap
  • Total consideration: ₹222,93,34,280.55
  • Transaction structure:
  • Cash Consideration:
  • Up to 2,00,00,000 shares (5.19% of BGCL) from Atreya Finance Pvt Ltd for ₹11,70,00,000
  • Additional cash payment not exceeding ₹7,236.45 for fractional shares
  • Share Swap:
  • 36,10,82,783 shares (93.70% of BGCL) through share exchange ratio of 1000:585
  • For every 1000 BGCL shares, investors get 585 Restile shares

Item 5: Preferential Issue of Equity Shares

  • Special Resolution for issuance of 21,12,32,385 equity shares at ₹10 each
  • Aggregate consideration: ₹211,23,23,850
  • Share exchange ratio: 1000:585 (BGCL:Restile)
  • Proposed allottees and share allocation:
  • Atreya Finance Pvt Ltd: 7,36,74,900 shares (23.80% post-issue)
  • Bharati Nalin Rathod: 4,78,44,225 shares (15.46% post-issue)
  • Shruti Rathod: 55,57,500 shares (1.80% post-issue)
  • Tribhuvan Simh Rathod: 52,65,000 shares (1.70% post-issue)
  • Uday Rathod: 18,91,305 shares (0.61% post-issue)
  • Multitude Growth Funds Limited: 7,69,99,455 shares (24.88% post-issue)

Valuation Details

  • Valuation performed by Bhavesh M Rathod (IBBI Registration No. IBBI/RV/06/2019/10708)
  • BGCL share value determined at ₹5.85 per share
  • Restile floor price calculated at ₹8.16 per share under SEBI ICDR Regulations
  • Issue price of ₹10 per share is higher than floor price

Shareholding Pattern Impact

Pre-Issue Shareholding:

  • Promoters & Promoter Group: 7,07,23,215 shares (71.96%)
  • Public Holding: 2,75,56,524 shares (28.04%)
  • Total: 9,82,79,739 shares

Post-Issue Shareholding:

  • Promoters & Promoter Group: 20,49,56,145 shares (66.22%)
  • Public Holding: 10,45,55,979 shares (33.78%)
  • Total: 30,95,12,124 shares

E-Voting Details

  • Remote e-voting period: October 24, 2026 (9:00 AM IST) to October 27, 2026 (5:00 PM IST)
  • Cut-off date for voting rights: October 21, 2026
  • Scrutinizer: Mitesh Shah, Partner of M/s Mitesh Shah & Co.

Financial Impact

  • No immediate cash outflow except for specified cash components
  • Acquisition will make BGCL a subsidiary of Restile Ceramics
  • Expected operational synergies and cost reductions
  • Strengthening of balance sheet through consolidation

Related Party Disclosure

  • Transaction involves promoter group entities: Atreya Finance Pvt Ltd, Bharati Nalin Rathod, Shruti Rathod, Tribhuvan Simh Rathod, Uday Rathod
  • Common directors between Restile and BGCL: Nalinkant Amratlal Rathod, Viren Rathod, Hasmita Taunk, Rakesh Madanlal Bhatia, Balachandran Vishwanathan Kasi
  • Audit Committee has approved the transaction as being on arm's length basis