- **Restile Ceramics** - Restile Ceramics is a vitrified-tile company that manufactures and trades its own tiles. Incorporated in 1986 and listed on the Bombay Stock Exchange, it spent three decades building a brand around industrial and residential flooring before its Hyderabad plant was impacted by non-availability of natural gas - a key component competitors use to fire their kilns. Since then, the business has been dependent on a larger group company, Bell Granito Ceramica, for its sustainability, supplies and continuity of business, while a long-running amalgamation plan aims to fold it into that very supplier. # Business segments One business in two guises - a dormant manufacturer and a trading conduit that depends entirely on a single supplier and a single buyer, both tied to the same promoter group. ## 1. Vitrified tiles: a brand without a factory **The company sells vitrified floor tiles under its own brand names, but it has not produced a single tile in at least five years - every rupee of revenue comes from buying finished goods from its future parent and reselling them.** - **A portfolio built for projects** - the company markets vitrified unglazed and glazed ceramic floor tiles under brands including Granamite, Mirrorstone, PearlRock, MarboGranit, Impacta and Gripmax, positioned for the industrial and project sectors where product uniqueness was meant to command a premium. - **No gas, no production** - the Hyderabad plant historically used LPG to fire tiles, but the non-availability of natural gas made it uncompetitive against rivals who enjoy both gas access and tax incentives, so the plant has been inoperative since at least FY20. - **A single-supplier dependency** - all traded goods are purchased from Bell Granito Ceramica Limited, a related party described as one of India’s largest tile producers, at a 5 percent discount to its basic list price; in FY25 these purchases totalled Rs. 128.52 Lakhs. - **One customer is the business** - in FY25 a single buyer accounted for Rs. 130.61 Lakhs out of Rs. 143 Lakhs in total revenue; the pattern repeats every year, with one customer representing over 98 percent of sales in FY24 and over 97 percent in FY23. - **Cash-and-carry, mostly** - the company operates on immediate payment terms except for a handful of credit customers who get up to 90 days; security deposits from dealers have dwindled from Rs. 11.88 Lakhs in FY23 to zero by FY25. # Group structure and partners **The company is a small, listed shell being absorbed by its own supplier - a reverse merger designed to give the combined entity a stock-exchange listing while dissolving Restile Ceramics without winding it up.** - **No subsidiaries, no joint ventures** - Restile Ceramics stands alone with no equity stakes in any other entity; its holding company is Solomed Capital Pvt. Ltd., and the wider promoter group includes Solomed Capital Pte. Ltd. and the Rathod family. - **Bell Granito Ceramica is both lifeline and destination** - BGCL supplies all the tiles Restile sells, leases it a property for Rs. 0.24 Lakhs a year, and is the transferee in the amalgamation scheme approved by the board in February 2023; post-merger, BGCL will list on the BSE and rename itself Restile Ceramics Limited. - **The share swap tilts in BGCL’s favour** - the scheme gives RCL shareholders a share swap ratio backed by an independent valuer’s report and a fairness opinion from a SEBI-registered merchant banker.