Nilachal Refractories Limited shareholders have unanimously approved the slump sale of its idle movable fixed assets to Deol Engineers LLP. The Extra-Ordinary General Meeting (EGM), held on August 4, 2026, in Kolkata, resulted in 100% support for the resolution, with no votes cast against the proposal. This approval enables the company to monetize non-operational plant and machinery, aiming to reduce maintenance burdens and strengthen liquidity through liability repayment and working capital enhancement.

The transaction is structured under Section 180(1)(a) of the Companies Act, 2013, requiring shareholder consent for the transfer of substantially the whole of the undertaking’s movable assets. A Memorandum of Understanding (MOU) has already been executed with Deol Engineers LLP, based in Ghaziabad, Uttar Pradesh. The final Business Transfer Agreement will be concluded on an “As Is Where Is,” “As Is What Is,” and “Without Recourse” basis. The Board retains the authority to finalize the consideration through commercial negotiations, provided it does not fall below the ₹5,00,00,000 (₹5 crore) floor established in the notice.

Voting Results and Process

The voting process was conducted via remote e-voting through National Securities Depository Limited (NSDL) and physical polling at the meeting venue. Shareholders holding shares as of the cut-off date, July 28, 2026, were eligible to vote. Rajan Singh & Co., Practicing Company Secretaries, served as the scrutinizer, ensuring compliance with Section 108 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The e-voting window remained open from August 1, 2026, at 9:00 A.M. until August 3, 2026, at 5:00 P.M. Votes were unblocked on August 4, 2026, at approximately 12:09 P.M., in the presence of two independent witnesses, Mr. Ankush Mukherjee and Mr. Somojyoti Ghosh. The consolidated results indicate that the resolution represents 96.70% of the total share capital of the company.

Strategic Rationale

The explanatory statement highlighted that continued maintenance of idle assets incurs recurring expenditure without commercial benefit. By transferring these assets—comprising plant, machinery, manufacturing equipment, stores, and spares—the company aims to unlock trapped value. Proceeds from the sale are earmarked for liability repayment, working capital enhancement, and general corporate purposes. No directors or key managerial personnel have a financial interest in the resolution beyond their shareholding, ensuring an arm’s length transaction structure.

Promoters of Nilachal Refractories Limited have increased their shareholding through off-market acquisitions classified as inter-se transfers by way of gift. The transactions, disclosed to the BSE on June 5, 2026, under Regulation 29 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, involved Bhagwati Prasad Jalan, Niraj Jalan, and Pankaj Jalan. The acquisitions took place on March 10, 2026, and were filed by authorized signatory Niraj Jalan after carrying out necessary rectifications.

Details of the Acquisition

The disclosures confirm that all acquirers belong to the promoter group of Nilachal Refractories Limited. The mode of acquisition for all transactions was an off-market inter-se transfer by way of gift involving equity shares carrying voting rights.

Shareholding Pattern

The revised shareholding details following the acquisitions are outlined below:

Regulatory Disclosures

The filings were submitted to comply with regulatory requirements after rectifications. The total diluted share/voting capital of the target company was reported as zero in the disclosures. The shares of Nilachal Refractories Limited are listed on the BSE.