Nilachal Refractories Limited has achieved a significant milestone in its voluntary delisting process as the board of directors formally approved SFAL Speciality Alloys Limited's comprehensive open offer. The board meeting held on March 31, 2026, marked the completion of regulatory due diligence and established the framework for seeking shareholder approval through postal ballot.

Board Meeting Outcomes and Regulatory Approvals

The board meeting, conducted from 3:30 P.M. to 4:15 P.M. on March 31, 2026, addressed multiple critical aspects of the delisting proposal. The directors unanimously consented to the voluntary delisting from BSE Limited and The Calcutta Stock Exchange Limited, subject to shareholder approval.

Open Offer Structure and Financial Framework

SFAL Speciality Alloys Limited has structured a comprehensive acquisition strategy combining direct promoter purchase with public shareholder offer. The open offer seeks to acquire 59,83,928 equity shares representing 29.39% of the total paid-up equity and voting share capital.

The offer follows a Share Purchase Agreement dated March 11, 2026, between SFAL and existing promoters. Under this agreement, SFAL will acquire promoter holdings at ₹20.00 per share, totaling ₹28,75,50,440, while offering public shareholders a premium price of ₹22.00 per share.

Due Diligence and Compliance Certification

The board reviewed and approved the due diligence report prepared by Twinkle Agarwal, Company Secretaries, confirming compliance with securities laws. The report certified that during the review period, the acquirer and related entities maintained regulatory compliance and engaged in no fraudulent or manipulative practices.

Shareholding Structure and Capital Details

The company's current capital structure shows total issued and paid-up equity capital of 2,03,61,450 shares with face value of ₹10.00 each. The shareholding pattern reveals promoter group holding 70.61% while public shareholders hold 29.39% of the equity capital.

Postal Ballot Process and Timeline

The board appointed Rajan Singh & Co., Practicing Company Secretaries, as scrutinizer for the postal ballot process to seek shareholder approval. The delisting proposal requires specific regulatory approvals including valid shareholder resolution and in-principle approval from stock exchanges.

The offer period is scheduled from May 11, 2026, to May 22, 2026, with BSE Limited designated as the primary stock exchange for tendering shares. SFAL has established comprehensive financial arrangements, depositing ₹13,16,46,416 in an escrow account representing 100% of the maximum consideration payable.

SFAL Specialty Alloys Limited has published its detailed public statement for the mandatory open offer to acquire equity shares of Nilachal Refractories Limited, providing comprehensive details about the acquisition structure, timeline, and delisting intentions.

Open Offer Structure and Pricing

The open offer comprises a composite structure designed to facilitate both acquisition and potential delisting of the target company:

The offer price of ₹22.00 per share includes a premium of ₹2.00 over the base Share Purchase Agreement price of ₹20.00, reflecting SFAL's commitment to the delisting process. The equity shares are classified as infrequently traded under SEBI regulations.

Underlying Share Purchase Agreement

The mandatory open offer was triggered by SFAL's execution of a Share Purchase Agreement on March 11, 2026, with multiple sellers from Nilachal Refractories' existing promoter and promoter group:

The acquisition exceeds the threshold limit under Regulation 3(1) of SEBI SAST Regulations and will result in SFAL acquiring control over Nilachal Refractories, triggering mandatory open offer obligations.

Key Timeline and Process

The detailed public statement outlines the complete timeline for the open offer process:

The offer will be implemented through BSE Limited's stock exchange mechanism via a separate acquisition window, with AUM Capital Market Private Limited appointed as the buying broker.

Delisting Intention and Rationale

SFAL has expressed clear intention to delist Nilachal Refractories from BSE Limited pursuant to Regulation 5A of SEBI SAST Regulations. The delisting rationale includes providing immediate liquidity to public shareholders, enabling enhanced operational flexibility, reducing listing compliance requirements, and facilitating corporate restructuring initiatives.

Company Financial Position

The target company's recent financial performance shows challenges, with the latest eleven-month period ending February 28, 2026, recording total income of ₹197.16 lakhs and a loss after tax of ₹47.15 lakhs. The company's net worth stands at negative ₹3,265.06 lakhs, indicating significant financial stress.

Management and Compliance

Narnolia Financial Services Limited serves as the manager to the open offer, with S K Infosolutions Private Limited appointed as the registrar. SFAL confirms it had no prior shareholding in Nilachal Refractories and was not associated with the promoter group during the preceding two years. The acquirer has deposited ₹13,16,46,416 in an escrow account, representing 100% of the maximum consideration payable under the offer.