AGM Details

  • Day and Date: Wednesday, September 09, 2026
  • Time: 12:00 Noon (IST)
  • Mode: Through Video Conferencing/Other Audio Visual means
  • Book Closure Date: September 03, 2026 to September 09, 2026
  • E-voting Period: Commences Saturday, September 05, 2026 at 10:00 a.m. to Tuesday, September 08, 2026 at 05:00 p.m.
  • Cut-off Date for E-voting: September 02, 2026

Financial Performance Summary (FY 2025-26)

  • Revenue from Operations: ₹562.91 lakhs (FY 2024-25: ₹143.00 lakhs)
  • Other Income: ₹0.03 lakhs (FY 2024-25: ₹0.00 lakhs)
  • Total Income: ₹562.94 lakhs (FY 2024-25: ₹143.00 lakhs)
  • Total Expenditure: ₹568.62 lakhs (FY 2024-25: ₹238.83 lakhs)
  • Profit/(Loss) before Tax: (₹5.68) lakhs (FY 2024-25: (₹95.83) lakhs)
  • Tax Expense: ₹0.04 lakhs (prior period) (FY 2024-25: (₹0.23) lakhs)
  • Net Profit/(Loss) after Tax: (₹5.64) lakhs (FY 2024-25: (₹96.06) lakhs)
  • Earnings Per Share (Basic & Diluted): (₹0.01) (FY 2024-25: (₹0.10))
  • Borrowings: ₹3,687.45 lakhs as at March 31, 2026 (March 31, 2025: ₹3,805.94 lakhs)
  • Retained Earnings: Negative ₹13,754.45 lakhs (FY 2024-25: Negative ₹13,748.81 lakhs)

Business Operations

The company is engaged in manufacturing and trading of vitrified tiles. During FY 2025-26, the company recorded significant improvement in operational performance with revenue increasing nearly four-fold, though it continued to report a net loss, albeit substantially reduced from previous year.

Dividend

No dividend recommended for FY 2025-26 due to losses incurred during the year.

Board of Directors and Key Managerial Personnel (as on March 31, 2026)

Directors:

  • Mr. Viren Rathod (Managing Director, DIN: 03407158)
  • Mr. Yash Kaushik Shah (Non-Executive Independent Director, DIN: 02155636)
  • Mr. Balachandran Vishwanathan Kasi (Non-Executive Independent Director, DIN: 01943195)
  • Mr. Rakesh Madanlal Bhatia (Non-Executive Independent Director, DIN: 00008192)
  • Ms. Hasmita Taunk (Non-Executive Non-Independent Woman Director, DIN: 10728070)

Changes in Directorship:

  • Mr. Nalinkant Amratlal Rathod resigned as Non-Executive Director and Chairman with effect from March 30, 2026

Key Managerial Personnel:

  • Mr. Viren Rathod (Managing Director)
  • Mr. Tribhuvan Simh Rathod (Chief Financial Officer)
  • Ms. Palak Kumari (Company Secretary & Compliance Officer)

AGM Agenda Items

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board and Auditors

2. Re-appointment of Ms. Hasmita Taunk (DIN: 10728070) who retires by rotation

Special Business:

3. Approval for material related party transactions with Bell Granito Ceramica Limited (BGCL) for aggregate value up to ₹1,000 lakhs on annual basis

  • BGCL is a related party where key management personnel exercise control
  • Transactions include purchase of vitrified tiles and rent payments
  • FY 2025-26 transactions: Purchase ₹448.33 lakhs, Rent ₹0.24 lakhs
  • Requires ordinary resolution approval

4. Authorization to borrow money in excess of paid-up share capital and free reserves up to ₹50 crores

  • Requires special resolution under Section 180(1)(a) and 180(1)(c) of Companies Act, 2013

5. Alteration and adoption of new Articles of Association to align with Companies Act, 2013

  • Requires special resolution under Section 5 and 14 of Companies Act, 2013

Auditor Reports

Statutory Auditors (M/s. M. S. Krishnaswami & Rajan):

  • Qualified Opinion: Cited material uncertainty about company's ability to continue as going concern due to negative cash flows from operations in earlier years, substantial operating losses, and significant deterioration in value of assets used to generate cash flows
  • Management's Response: Board believes going concern basis is appropriate as company expects to realize assets and discharge liabilities in normal course, with amalgamation process expected to result in operational synergies and improved financial strength

Secretarial Auditors (M/s. Mitesh Shah & Co.):

  • Qualified Opinion: BSE Limited levied fine of ₹5,900 plus taxes for delayed submission of Related Party Transactions disclosures for half year ended September 30, 2025 under Regulation 23(9) of SEBI Listing Regulations
  • Management's Explanation: Delay occurred due to company's bona fide interpretation that RPT disclosure in XBRL mode was required to be filed within 24 hours of corresponding PDF filing with BSE

Related Party Transactions

  • Material RPT with Bell Granito Ceramica Limited approved by Audit Committee on May 25, 2026
  • Transactions are in ordinary course of business and at arm's length basis
  • Detailed disclosure provided in Form AOC-2 annexed to Directors' Report

Corporate Governance

  • Company has complied with corporate governance requirements under SEBI Listing Regulations
  • Appropriate committees constituted: Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Share Transfer Committee, Independent Directors Committee
  • Four Board meetings held during FY 2025-26

Scheme of Amalgamation

Board approved Scheme of Amalgamation under Sections 230-232 of Companies Act, 2013 for amalgamation of Restile Ceramics Limited with Bell Granito Ceramica Limited, subject to necessary approvals.

Share Capital

  • Authorized Share Capital: ₹1,00,00,00,000 divided into 10,00,00,000 equity shares of ₹10 each
  • Issued, Subscribed and Paid-up Share Capital: ₹98,27,92,390 divided into 9,82,79,239 equity shares of ₹10 each
  • 99.42% of paid-up capital is in dematerialized form
  • No change in share capital during the year

Other Material Information

  • No frauds reported by auditors under Section 143(12) of Companies Act, 2013
  • No material changes and commitments affecting financial position between year-end and date of report
  • No subsidiaries, associates or joint ventures during the year
  • Company paid fine of ₹5,900 to BSE for delayed RPT disclosure
  • Corporate Office: 2B, Devadaya Apartments, #67, Gandhi Nagar, 1st Main Road, Adyar, Chennai - 600020

Voting Instructions

Detailed instructions provided for e-voting through CDSL/NSDL systems for demat shareholders and physical shareholders. Members can vote remotely from September 05-08, 2026 or during AGM on September 09, 2026.