Nilachal refractories Limited has submitted its quarterly compliance certificate under SEBI Regulation 74(5) for the quarter ended March 31, 2026. The company filed this mandatory regulatory document with BSE Limited and The Calcutta Stock Exchange on April 11, 2026, ensuring adherence to depositories and participants regulations.

Regulatory Compliance Certificate

The certificate was issued by S.K. Infosolutions Private Limited, the company's appointed registrar and share transfer agent. This document confirms that Nilachal Refractories has properly handled all securities received from depository participants during Q4 FY26.

Certificate Confirmations

The compliance certificate provides several key confirmations regarding the company's dematerialization processes:

• Securities received from depository participants were properly confirmed to depositories
• All securities comprised in certificates have been listed on relevant stock exchanges
• Security certificates received for dematerialization were mutilated and cancelled after verification
• Depository names were substituted in the register of members within the required 15-day timeframe

Stock Exchange Filings

Nilachal Refractories submitted the certificate to both major exchanges where its shares are traded. The company maintains listings on BSE Limited under scrip code 502294 and The Calcutta Stock Exchange under scrip code 019120.

Regulatory Framework

The filing references multiple regulatory circulars including NSDL circular dated January 25, 2019, CDSL circular dated January 25, 2019, and SEBI letter dated January 24, 2019. These regulations ensure proper handling of dematerialized securities and maintain investor protection standards.

The certificate was signed by Vimal Prakash, Director of Nilachal Refractories Limited, and Dilip Bhattacharya, Manager at S.K. Infosolutions Private Limited, confirming the accuracy of all stated compliance measures.

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.