SFAL Specialty Alloys Limited has published its detailed public statement for the mandatory open offer to acquire equity shares of Nilachal Refractories Limited, providing comprehensive details about the acquisition structure, timeline, and delisting intentions.

Open Offer Structure and Pricing

The open offer comprises a composite structure designed to facilitate both acquisition and potential delisting of the target company:

The offer price of ₹22.00 per share includes a premium of ₹2.00 over the base Share Purchase Agreement price of ₹20.00, reflecting SFAL's commitment to the delisting process. The equity shares are classified as infrequently traded under SEBI regulations.

Underlying Share Purchase Agreement

The mandatory open offer was triggered by SFAL's execution of a Share Purchase Agreement on March 11, 2026, with multiple sellers from Nilachal Refractories' existing promoter and promoter group:

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.

Key Timeline and Process

The detailed public statement outlines the complete timeline for the open offer process:

The offer will be implemented through BSE Limited's stock exchange mechanism via a separate acquisition window, with AUM Capital Market Private Limited appointed as the buying broker.

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 to public shareholders, enabling enhanced operational flexibility, reducing listing compliance requirements, and facilitating corporate restructuring initiatives.

Company Financial Position

The target company's recent financial performance shows challenges, with the latest eleven-month period ending February 28, 2026, recording total income of ₹197.16 lakhs and a loss after tax of ₹47.15 lakhs. The company's net worth stands at negative ₹3,265.06 lakhs, indicating significant financial stress.

Management and Compliance

Narnolia Financial Services Limited serves as the manager to the open offer, with S K Infosolutions Private Limited appointed as the registrar. SFAL confirms it had no prior shareholding in Nilachal Refractories and was not associated with the promoter group during the preceding two years. The acquirer has deposited ₹13,16,46,416 in an escrow account, representing 100% of the maximum consideration payable under the offer.

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.