Restile Ceramics Ltd

Book closure and AGM details

• Book closure: September 03, 2026 to September 09, 2026 (both days inclusive).
• Purpose: for the 40th Annual General Meeting of the company.
• Security type: Equity shares (BSE Scrip Code 515085).
• Event date: AGM on September 09, 2026 at 12:00 Noon IST.
• Venue: Video Conferencing / Other Audio Visual Means.

Financial performance

• Revenue from operations: Rs 562.91 Lakh in FY25-26.
• Total income: Rs 562.94 Lakh; expenditure Rs 568.62 Lakh.
• Net loss narrowed to Rs 5.64 Lakh; PBT Rs (5.68) Lakh.
• EPS (basic/diluted): Rs (0.01).
• YoY: revenue ~4x; losses reduced significantly.
• Debtors turnover 293.18x; Inventory turnover 7.80x; Current ratio 1.20x.
• Debt/equity ratio -1.16x; Operating margin 6%; Net margin -1%.
• Return on net worth 0.00%; no dividend declared for FY25-26.
• Negative equity persists; amalgamation plan being pursued to strengthen finances.

Capital structure & liquidity

• Borrowings at Rs 3,687.45 Lakh as of 31 Mar 2026.
• Cash & cash equivalents Rs 7.03 Lakh; net debt Rs 3,680.42 Lakh.
• Total equity negative at Rs (3,172.46) Lakh; gearing NA.
• Promoter shareholding: Solomed Capital 63.69%; Nalinkant Rathod 8.27%.
• Share capital unchanged at Rs 9,827.92 Lakh; no rights issue.
• Liquidity being addressed amid going-concern considerations.

Audit & going concern

• Statutory audit: qualified opinion; material uncertainty on going concern.
• Management cites amalgamation with BGCL to bolster finances; going concern deemed appropriate.
• Secretarial audit: qualified opinion; RPT disclosure delay resolved.
• Internal controls deemed adequate; MD/CFO certification provided.

Related party transactions

• Material RPT with Bell Granito Ceramica Limited up to Rs 1,000 Lakh per year.
• BGCL tile purchases; pricing at arm's length with discount.
• RPT approvals obtained from Audit Committee; related parties cannot vote per policy.
• BGCL turnover reported at Rs 7,784.51 Lakh (FY24-25).

Governance & board changes

• Nalinkant Amratlal Rathod resigned as Non-Executive Director & Chairman on 30 Mar 2026.
• Board: five directors; four independent; MD, CFO, Company Secretary present.
• Hasmita Taunk reappointed; other director appointments unchanged.
• Independent directors evaluated; familiarization programs ongoing.

AGM details & governance

• 40th AGM on 9 Sep 2026 at 12:00 IST via VC/OAVM.
• e-Voting from 5–8 Sep 2026; cut-off 2 Sep 2026.
• CDSL e-voting; proxies not allowed; attendance via VC/OAVM.

Shareholding snapshot

• Promoter: Solomed Capital 63.69%; Nalinkant Rathod 8.27%; Spring Board Pacific 14.58%.
• Total shareholders: 26,429; Demat 99.42% of equity; physical 0.58%.
• Major holders include Solomed Capital, Nalinkant Rathod, Spring Board Pacific.

Outlook & risks

• Focus on capacity utilization, distribution expansion, and cost efficiency.
• Amalgamation with BGCL to unlock synergies and improve cash flows.
• Risks include working capital needs and regulatory shifts.

Internal Auditor Appointment

• Appointment of M/s. R K Doshi & Co LLP as Internal Auditor for FY 2026-27, July 24, 2026.
• Reason: Board approved appointment of M/s. R K Doshi & Co LLP.
• Profile: Chartered Accountant with rich experience in Accounts and Audit.
• Relationships: None to disclose.
• Term: FY 2026-27.
• Impact: No board composition change.

Q1 FY2026 results

• Board approved standalone Q1 FY26 unaudited results with limited review for quarter ended June 30, 2026.
• Auditors qualified the results due to going concern; negative operating cash flows and losses.
• Profit after tax for the quarter: loss Rs 16.10 lakh.
• EPS (basic/diluted): Rs (2.02) per share.
• Paid-up equity share capital: Rs 88.28 crore.
• Single segment: vitrified tiles; no other reportable segments.
• Going concern risk addressed via proposed restructuring of operations.
• Trading window opens July 26, 2026; board meeting held July 24, 2026.

Meeting Details

• July 24, 2026, 04:00 PM IST; venue: 2B Devadaya Apartments, #67 Gandhi Nagar, Adyar, Chennai.

Key Agenda Items

• Standalone unaudited financial results for quarter ended June 30, 2026, with limited review.
• Any other matter with chairperson's permission and majority directors' present.

Other Notes

• Trading window closed from July 1, 2026 to 48 hours after results declaration.

Dematerialisation processing and listing status

• RTA confirmed securities received for dematerialisation were processed and reported to depositories.
• Securities dematerialised were listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner within the timeline.