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.

Nilachal refractories Limited has announced the resignation of its Company Secretary and Compliance Officer, marking a significant change in the company's key managerial personnel structure.

Key Personnel Change Details

The company received a resignation letter dated 09 March 2026 from Mr. Vijay Kumar Gupta, who served as Company Secretary and Compliance Officer. The resignation stems from urgent personal reasons arising from a critical family emergency, specifically his father's requirement for emergency bypass surgery.

Regulatory Compliance and Disclosure

In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nilachal Refractories Limited has informed BSE Limited about this key managerial personnel change. The disclosure includes all required details under Schedule III of the Listing Regulations.

The company has provided comprehensive documentation including:

• Formal resignation letter from Mr. Vijay Kumar Gupta
• Detailed annexure with regulatory requirements
• Medical certificates supporting the family emergency circumstances

Current Status and Next Steps

The resignation is currently under consideration by the company's competent authority. The effective date of cessation will be communicated to the stock exchange once the resignation is formally accepted. As per regulatory requirements, the company must ensure compliance with all applicable provisions of the Companies Act, 2013 and SEBI regulations.

Background Information

Mr. Vijay Kumar Gupta holds membership number 34197 and has been serving as the Company Secretary and Compliance Officer for Nilachal Refractories Limited. His resignation letter emphasizes the urgent nature of the family medical emergency, requiring his immediate and prolonged presence for his father's care.

The company, incorporated in 1977 with CIN L26939OR1977PLC000735, operates from its registered office at 30, J.L. Nehru Road, Kolkata. The resignation notification was signed by Director Vimal Prakash (DIN: 00174915) on behalf of the company, ensuring proper corporate governance procedures are followed during this transition period.