Nilachal Carbo Metalicks Ltd

AGM Details

• 23rd AGM held on 29 September 2026 at 12:30 PM IST at Mayfair Hotels & Resorts, Bhubaneswar.
• Mode: physical meeting with remote e-voting facility.
• Cut-off date for voting was 22 September 2026.
• Remote e-voting period ran from 25 to 28 September 2026.
• Meeting commenced 12:30 PM and concluded 1:30 PM IST.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements for FY2026.
• Resolution 2 (Ordinary): Adopt consolidated financial statements for FY2026.
• Resolution 3 (Ordinary): Re-appoint Geeta Rani Panda by rotation.
• Resolution 4 (Special): Appoint Ramesh Narayan Rao Deshpande as Independent Director.
• Resolution 5 (Special): Revise remuneration of the Managing Director.
• Resolution 6 (Special): Revise remuneration of Whole-time Director, Rishiraj Panda.
• Resolution 7 (Special): Approve loan/guarantee/security under Section 185.
• Resolution 8 (Special): Increase loan/investment limits beyond Section 186 ceiling.
• Resolution 9 (Special): Borrow funds up to Rs 75 crores.
• Resolution 10 (Special): Create a charge on company properties.
• Resolution 11 (Ordinary): Approve material RPT with Om Avi Carbon Resources Private Limited.

Voting Status

• Voting results to be declared within two working days after the Scrutinizer's report.
• Results will be placed on the company website and submitted to exchanges.

Dividend

• No dividend proposal announced.

Directors / KMP Changes

• Geeta Rani Panda re-appointed as Director on rotation.
• Ramesh Narayan Rao Deshpande appointed as Independent Director.

Auditors / Secretarial

• No auditor changes announced at AGM.

Material Related Party Transactions

• Approval of material RPT with Om Avi Carbon Resources Private Limited.

Other Material Approvals

• Borrowings up to Rs 75 crores, including fund/non-fund based.
• Creation of charge on company’s properties.
• Resolutions 7 and 8 address loans, guarantees, and higher limits.

Nilachal Carbo Metalicks Limited trading window closed from 1 October 2026 up to 48 hours after the declaration of audited financial results for the half-year ended 30 September 2026

Regulatory and market disclosure

• Affirms SEBI LODR Reg 30 compliance and timely disclosures.
• No undisclosed material information as of date.
• Price movement deemed market-driven; no company-specific reason known.
• ADD notification imposes definitive ADD on Low Ash Metallurgical Coke for five years.
• Expected favourable impact on operations and domestic profitability from ADD.
• Referenced ADD disclosure dated 08.08.2026.
• No other undisclosed material events pending.
• Reiterates commitment to timely disclosure of material information.

Book closure details

• Book closure for equity shares from 23 Sep 2026 to 29 Sep 2026 (both days inclusive).
• Purpose: 23rd Annual General Meeting.
• Date of AGM: 29 September 2026, 12:30 PM IST.
• Security type: Equity shares.

AGM Details

• Date/time: 29 September 2026, 12:30 PM IST.
• Mode: physical AGM at Mayfair Hotels & Resorts, Bhubaneswar.
• Remote e-voting: 25 Sep 2026 9:00 AM IST to 28 Sep 2026 5:00 PM IST.
• Record date/cut-off: 22 September 2026.
• Register of Members closed: 23–29 September 2026.

Ordinary resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Geeta Rani Panda as non-executive, non-independent director.

Special resolutions

• Appoint Mr. Ramesh Narayan Rao Deshpande as Independent Director for 5-year term.
• Revise MD Bibhu Panda's remuneration to Rs 8,00,000 per month.
• Revise WTD Rishiraj Panda's remuneration to Rs 6,00,000 per month.
• Approve loan/guarantee/security under section 185 up to Rs 75 crore for group entities.
• Increase section 186 limit to Rs 75 crore for loans/investments.
• Approve borrowing up to Rs 75 crore from banks/financial institutions.
• Authorize creation of charges on assets to secure borrowings up to Rs 75 crore.
• Approve related party transactions with Om Avi Carbon Resources Private Limited up to Rs 30 crore.

Dividend

• Dividend: no dividend proposed for FY 2025-26.

Financial performance

• FY26 standalone revenue from operations ₹200.31 crore; YoY -0.5%.
• Standalone PAT ₹10.44 crore; PBITDA margin 10.8%.
• Consolidated revenue ₹200.40 crore; consolidated PAT ₹10.54 crore.
• Shareholders' funds ₹109.31 crore; current ratio 3.51x.
• IPO proceeds ₹20.31 crore; equity capitalization strengthened.
• EPS: standalone ₹4.19; consolidated ₹4.23.
• Total assets ₹168.31 crore; debt ₹38.58 crore.
• IPO listing on BSE SME on 16 Sep 2025.

Growth and expansion plans

• Expanding coke platform; two more coke oven batteries planned to 0.15 MTPA.
• Special Alloy Casting Division for aerospace; capacity up to 50,000 MTPA.
• Disciplined capital allocation; focus on cash conversion and value creation.
• Regulatory and market conditions guiding expansion.

Capital structure and ownership

• Equity share capital rose to ₹2,492.70 lakh after IPO.
• Promoter Kajal Fashionwear Agency Pvt Ltd holds 45.16%.
• Promoter stake: Bibhudatta Panda 28.36%; all shares dematerialised.
• Subsidiary Nilachal Coffee & Agro Estate Pvt Ltd at 99.9999% holding.

Governance and leadership changes

• Ramesh Narayan Rao Deshpande appointed Independent Director from May 9, 2026; 5-year term.
• Lala Tarun Prakash Narayan ceased as ID on 11 Jun 2026.
• CFO changes: Sunil Mishra resigned Feb 9, 2026; Asmi Pattanaik appointed May 9, 2026.
• Board eight meetings in FY26; independent directors meeting held.

Audit and related party disclosures

• Statutory auditor: M/s PAMS & Associates; Secretarial auditor: Biswajit Mahapatra.
• Material related party transactions with Om Avi Carbon Resources up to ₹30 crore for 2026-27; shareholder approval sought.
• RPTs approved by Audit Committee and Board; all at arm's length.

CSR and ESG

• CSR spend ₹38.91 lakh; required ₹30.82 lakh; set-off ₹8.09 lakh.
• CSR activities include agriculture & livelihood; skill development; environment stewardship.
• Implementation via Institution For Development and Sri Sathya Sai Institute.

Risks and outlook

• Global commodity volatility and energy costs affect margins.
• Domestic ferro-alloy demand linked to steel production; import competition risk.
• Cash flow: negative operating cash flow; improving receivables and inventory crucial.

Subsidiaries and markets

• One subsidiary Nilachal Coffee & Agro Estate Pvt Ltd; 99.9999% holding.
• All shares dematerialised; 100% DEMAT.
• Operations across Odisha and Andhra Pradesh Coke and Coke Fines.

Board actions and AGM timetable

• Approved the 2025-26 annual report and AGM notice for the 23rd AGM on 29 Sep 2026.
• Cut-off date fixed at 22 Sep 2026; book closure 23–29 Sep 2026; e-voting 25–28 Sep 2026.
• Appointed CS Jyotirmoy Mishra as Scrutinizer for the AGM.
• Re-appointment of Geeta Rani Panda as non-executive director, subject to shareholder approval.
• Remuneration revisions for Managing Director Bibhu Datta Panda and Whole-time Director Rishiraj Panda, subject to approval.
• Increase limits to loan/investment ceiling under Section 186, subject to shareholder approval.
• Borrowing of funds up to Rs. 75 crore from banks/financial institutions, subject to approval.
• Creation of charge on the company’s properties, subject to approval.
• Material related party transactions with Om Avi Carbon Resources Private Limited, subject to approval.

Regulatory update

• Subject goods: Low Ash Metallurgical Coke, tariff items 2704.00.10/20/30/90, from six listed countries.
• Definitive ADD imposed for five years from 31 Dec 2025 provisional ADD date.
• Duty rates range from 42.95 to 128.83 USD per MT based on origin/export.
• Exemptions include ultra-low phosphorus coke, semi-coke, and 20-40 mm coke with undertakings.
• Notification No. 18/2026-Customs (ADD) dated 27 July 2026; applies to imports.
• Positive impact cited for domestic manufacturers: improved pricing power and revenue stability.