Nilachal Refractories Ltd. will convene a Board meeting on July 22, 2026, in Kolkata to evaluate and approve the monetization, transfer, or disposal of its assets, which may include the sale of substantially the whole of the undertaking. The proposed transaction encompasses movable assets such as plant and machinery, equipment, inventories, and scrap, potentially executed through structures like a Business Transfer Agreement (BTA) or slump sale. The outcome of this meeting is critical as it may trigger a requirement for shareholder consent under Section 180 of the Companies Act, 2013, impacting the company's operational structure.

The Board will specifically assess whether the proposed divestment constitutes a disposal of substantially the whole of the undertaking. If deemed necessary, the directors will approve the draft notice for an Extra-Ordinary General Meeting (EGM) along with an explanatory statement to seek shareholder approval. Additionally, the Board plans to consider convening the EGM on a shorter notice, subject to receiving consent from members holding not less than 95% of the voting power in accordance with Section 101 of the Companies Act, 2013.

Agenda for Board Meeting

The meeting, scheduled for 11:30 A.M. at 30D, J. L. Nehru Road, Kolkata, will cover the following key matters:

• Asset Monetization: Approval for the sale, assignment, or realization of assets and business undertakings through various transaction modes, including asset sale or slump sale.
• Shareholder Consent: Determination of the need for shareholder approval pursuant to Section 180 of the Companies Act, 2013.
• EGM Logistics: Approval of the draft EGM notice, e-voting schedule, cut-off date, and the appointment of a scrutinizer.

The intimation was submitted to BSE Limited and CSE Limited pursuant to Regulation 29 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Mukesh Kumar Shaw, Company Secretary & Compliance Officer, signed the disclosure on behalf of the company.

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.