Nilachal Refractories Promoters Complete Inter Se Gift Transfers Under SEBI Exemption

Multiple promoter entities of Nilachal Refractories Limited have completed coordinated share acquisitions through inter se gift transfers on March 10, 2026, filing comprehensive regulatory disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transactions were executed under Regulation 10(1)(a)(ii) exemption, allowing promoter group transfers without triggering open offer requirements.

Gift Transfer Transaction Details

All four promoter entities completed their acquisitions through gift transfers at nil consideration, with prior disclosure filed on March 2, 2026, and post-transaction reporting completed on March 12, 2026. The coordinated transfers involved family members and related entities, all sharing the same Kolkata address at 32 A, Raja Santosh road, Alipore.

Acquirer	Pre-Transaction Shares	Pre-Transaction %	Post-Transaction Shares	Post-Transaction %	Shares Acquired
Bhagwati Prasad Jalan	5,50,584	2.70%	7,15,584	3.51%	1,65,000
Niraj Jalan	1,50,000	0.74%	7,90,000	3.88%	6,40,000
Bhagwati Prasad Jalan & Sons HUF	75,000	0.37%	1,50,000	0.74%	75,000
Pankaj Jalan	3,67,000	1.80%	10,32,000	5.07%	6,65,000

Regulatory Compliance Framework

The transactions were structured as inter se transfers among promoters, qualifying for exemption under SEBI Takeover Regulations. Each entity filed detailed Form 10(6) disclosures confirming compliance with pre-disclosure requirements under Regulation 10(5). The filings specify that all transfers were executed through gift arrangements with nil consideration.

Transfer Sources and Recipients

The gift transfers involved specific family members as transferors:

Transfer Details	Information
Bhagwati Prasad Jalan received from	Bela Jalan (1,65,000 shares)
Niraj Jalan received from	Bela Jalan (6,40,000 shares)
Bhagwati Prasad Jalan & Sons HUF received from	D. P. Jalan & Other HUF (75,000 shares)
Pankaj Jalan received from	Piyush Jalan (6,65,000 shares)

Shareholding Impact Analysis

The gift transfers resulted in significant stake consolidation among active promoter entities. Pankaj Jalan emerged with the highest individual holding at 5.07%, while Niraj Jalan's stake increased substantially from 0.74% to 3.88%. The total shares transferred across all transactions amounted to 14,45,000 shares, representing approximately 7.10% of the company's diluted share capital.

The coordinated nature of these gift transfers demonstrates strategic shareholding restructuring within the promoter group while maintaining full regulatory compliance through proper SEBI disclosures and exemption utilization.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-4.98%	-22.58%	+20.95%	+2.37%	+7.34%	+87.79%

Nilachal refractories Limited has announced the resignation of its Company Secretary and Compliance Officer, marking a significant change in the company's key managerial personnel structure.

Key Personnel Change Details

The company received a resignation letter dated 09 March 2026 from Mr. Vijay Kumar Gupta, who served as Company Secretary and Compliance Officer. The resignation stems from urgent personal reasons arising from a critical family emergency, specifically his father's requirement for emergency bypass surgery.

Parameter:	Details
Officer Name:	Mr. Vijay Kumar Gupta
Position:	Company Secretary & Compliance Officer
Resignation Date:	09 March 2026
Reason:	Critical family emergency - father's bypass surgery
Current Status:	Under consideration by company

Regulatory Compliance and Disclosure

In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nilachal Refractories Limited has informed BSE Limited about this key managerial personnel change. The disclosure includes all required details under Schedule III of the Listing Regulations.

The company has provided comprehensive documentation including:

Formal resignation letter from Mr. Vijay Kumar Gupta
Detailed annexure with regulatory requirements
Medical certificates supporting the family emergency circumstances

Current Status and Next Steps

The resignation is currently under consideration by the company's competent authority. The effective date of cessation will be communicated to the stock exchange once the resignation is formally accepted. As per regulatory requirements, the company must ensure compliance with all applicable provisions of the Companies Act, 2013 and SEBI regulations.

Regulatory Requirement:	Status
BSE Notification:	Completed
Form DIR-12 Filing:	To be done upon acceptance
Effective Date:	To be determined
Shareholding in Company:	Nil

Background Information

Mr. Vijay Kumar Gupta holds membership number 34197 and has been serving as the Company Secretary and Compliance Officer for Nilachal Refractories Limited. His resignation letter emphasizes the urgent nature of the family medical emergency, requiring his immediate and prolonged presence for his father's care.

The company, incorporated in 1977 with CIN L26939OR1977PLC000735, operates from its registered office at 30, J.L. Nehru Road, Kolkata. The resignation notification was signed by Director Vimal Prakash (DIN: 00174915) on behalf of the company, ensuring proper corporate governance procedures are followed during this transition period.