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.

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:

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.

SFAL Speciality Alloys Limited has announced a mandatory open offer to acquire equity shares of Nilachal Refractories Limited, triggered by a significant acquisition transaction that will result in change of control of the target company.

Offer Details and Structure

The open offer comprises two components based on acceptance levels and delisting objectives:

The offer price of ₹22.00 per share includes a premium of ₹2.00 over the base price of ₹20.00, reflecting SFAL's willingness to pay for the delisting of the company. The equity shares are classified as infrequently traded under SEBI regulations, with the base price determined accordingly.

Underlying Transaction

The open offer was triggered by SFAL's execution of a Share Purchase Agreement on March 11, 2026, with multiple sellers who are part of Nilachal Refractories' existing promoter and promoter group. The underlying transaction involves:

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 under Regulations 3(1) and 4.

Selling Shareholders

The sellers comprise 26 entities, all part of the existing promoter and promoter group, including:

• Major Individual Sellers: Bhagwati Prasad Jalan (7,15,584 shares), Pankaj Jalan (10,32,000 shares), Niraj Jalan (7,90,000 shares)
• Significant Corporate Sellers: Minicraft Enterprise Pvt Ltd (28,11,986 shares), Ambarella Cap Fin Pvt Ltd (22,50,000 shares), Seasons Trading and Investments Pvt Ltd (15,00,000 shares)
• HUF Entities: Various Hindu Undivided Families including Bhagwati Prasad Jalan and Sons HUF, Kamal Prakash HUF, and Vimal Prakash HUF

Post-transaction, all selling shareholders will have nil shareholding in the target company.

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 and exit opportunity to public shareholders
• Enabling full ownership for enhanced operational and financial flexibility
• Reducing management time dedicated to listing compliance requirements
• Facilitating corporate restructuring, acquisitions, and new financing structures

The delisting offer is subject to a minimum tender condition of 39,47,783 equity shares representing 19.39% of the total paid-up equity and voting share capital.

Company Information

The acquirer, SFAL Speciality Alloys Limited, is a private limited company controlled by Subham Capital Private Limited, with registered office in Kolkata, West Bengal. SFAL confirms it had no prior shareholding in Nilachal Refractories and was not associated with the promoter group during the preceding two years.

The detailed public statement will be published within five working days, on or before March 18, 2026, containing comprehensive information about the offer terms, conditions, and settlement procedures. Narnolia Financial Services Limited serves as the manager to the open offer.