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.

Niraj Jalan has filed regulatory disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for acquiring a significant stake in Nilachal Refractories through inter-promoter gift transfers. The transaction involves the acquisition of 10,55,000 equity shares, representing approximately 5.18% of the company's paid-up equity share capital.

Regulatory Filing Details

The disclosure was filed on March 2, 2026, with BSE Ltd. and The Calcutta Stock Exchange Ltd. The filing confirms that four acquirer entities - Bhagwati Prasad Jalan, Bhagwati Prasad Jalan & Sons HUF, Niraj Jalan, and Pankaj Jalan - will receive shares from existing promoters through gift transfers.

Transaction Structure

The acquisition involves multiple transfers between promoter entities, with shares being redistributed among the promoter group through off-market transactions.

Shareholding Impact

The regulatory filing confirms the collective holding of the acquiring entities will increase significantly following the transaction completion.

Stock Exchange Listings

Nilachal Refractories shares are listed on BSE Ltd. (Scrip Code: 502294) and The Calcutta Stock Exchange Ltd. (Scrip Code: 019120). The company's total equity share capital stands at 20,36,14,500 shares before and after the proposed transaction.

Compliance Framework

The disclosure filing indicates compliance with SEBI regulations for substantial acquisition of shares. As an inter-promoter transfer with no monetary consideration, the transaction qualifies for exemption from mandatory open offer requirements under the Takeover Regulations.