Nilachal Refractories Limited convened a Board of Directors meeting on Saturday, May 9, 2026, at its registered office. The meeting commenced at 11.30 A.M. and concluded at 1:30 P.M., resulting in several significant decisions, including the approval of a major asset disposal proposal, material related party transactions, and the convening of an Extra-Ordinary General Meeting (EGM) on shorter notice. The board also took on record the resignation of the Company Secretary and Compliance Officer.

Asset Disposal and Related Party Transactions

The Board, acting on the recommendation of the Audit Committee, approved a proposal for the sale, transfer, or disposal of movable fixed assets of the company, including plant and machinery and capital work-in-progress. The proposed disposal is expected to amount to substantially the whole of the undertaking of the company and is subject to shareholder approval under Section 180(1)(a) of the Companies Act, 2013.

In connection with the asset disposal, the board also approved entering into material Related Party Transactions with four related entities, each with a maximum aggregate transaction value of up to ₹2 Crores, on an arm's length basis and/or based on valuation reports and commercially negotiated terms. The details of the proposed related party transactions are as follows:

The transactions may be undertaken in one or more tranches. Any material modification to the approved transactions will require fresh approval in accordance with applicable laws. Related parties are required to abstain from voting on the relevant resolutions as per SEBI (LODR) Regulations, 2015.

Extra-Ordinary General Meeting Convened on Shorter Notice

The Board approved the draft Notice of an Extra-Ordinary General Meeting (EGM), along with an explanatory statement pursuant to Section 102 of the Companies Act, 2013. The EGM is proposed to be held on May 18, 2026, at 12.30 PM at 3rd Floor, Block 'D' Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata – 700016, for the purpose of seeking shareholders' approval for the aforementioned asset disposal and related party transactions.

The board approved convening the EGM on shorter notice, subject to receipt of consent from members holding not less than 95% of the voting power, in accordance with Section 101 of the Companies Act, 2013. The board also approved the e-voting schedule, cut-off date, and appointment of a scrutinizer for the EGM, in compliance with applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Resignation of Company Secretary and Compliance Officer

The Board took on record and accepted the resignation of Mr. Vijay Kumar Gupta from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) of the company, effective May 9, 2026. The resignation was attributed to a critical family emergency involving his father's emergency by-pass surgery. The key details of the change in Key Managerial Personnel are as follows:

Mr. Vijay Kumar Gupta confirmed that there are no material reasons for his resignation other than those stated in his resignation letter. The disclosure was made pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting outcome was communicated to BSE Limited and CSE Limited in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015.

An extensive divestment by multiple promoter group entities has taken place in Nilachal Refractories Limited , with various family members and corporate entities completely exiting their positions through coordinated off-market transactions.

Major Stakeholder Exits

The disposal involved complete exits from multiple promoter group entities, with transactions executed through off-market sales on April 22, 2026. The comprehensive divestment includes both individual promoters from the Jalan family and several corporate entities.

Additional Promoter Group Disposals

Further regulatory filings revealed additional promoter group entities that participated in the coordinated divestment strategy. These entities also completed their full exits on the same date through off-market transactions.

Family Members' Divestment

Several members of the Jalan family participated in the coordinated exit strategy. The family members who disposed their entire holdings include Aditi Jalan (240,000 shares, 1.18%), Nidhi Jalan (165,000 shares, 0.81%), and Parwati Devi Jalan (140,000 shares, 0.69%).

HUF and Corporate Entities

Multiple Hindu Undivided Family (HUF) entities also participated in the mass divestment. Bhagwati Prasad Jalan and Sons HUF disposed 150,000 shares (0.37% stake), while Niraj Jalan and Others HUF sold 50,000 shares (0.25% stake), and Pankaj Jalan and Others HUF divested 75,000 shares (0.37% stake).

Corporate entities including Seasons Trading And Investments Pvt Ltd (1,500,000 shares, 7.37%), Pushpak Dealcom Private Limited (300,000 shares, 1.47%), and Likewise Properties LLP (275,000 shares, 1.35%) also completed their exits.

Transaction Details

All transactions were executed through off-market sales, with the majority completed on April 22, 2026. The regulatory disclosures were filed under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with filings dated April 24, 2026. All disposing entities belonged to the promoter/promoter group category and maintained no residual holdings after the transactions.

Market Context

Nilachal Refractories Limited is listed on the BSE (Bombay Stock Exchange). The coordinated divestment represents a significant restructuring of the promoter group's holdings, with all disposing entities representing complete exits across the board. The transactions indicate a comprehensive reorganization of the ownership structure within the promoter group.