Nilachal Refractories Ltd

AGM planning and governance

• 49th AGM notice for 26 Sep 2026 via VC/OAVM approved.
• Remote e-voting and AGM e-voting arrangements approved.
• Book closure from 19 Sep to 26 Sep 2026.
• Record date fixed at 19 Sep 2026.
• Annual report for year ended 31 Mar 2026 to be dispatched separately.

Independent director appointments

• Bijay Kumar appointed Non-Executive Independent Director; subject to Members' approval.
• Priyanka Poddar appointed Non-Executive Independent Director for five-year term (2026–2031); subject to Members' approval.
• Pradip Kumar Mohapatra to continue as Non-Executive Independent Director until 24 Sep 2028.

Meeting Details

• Board meeting on 25 August 2026 at 11:30 AM, at 30D, J.L. Nehru Road, Kolkata 700016.

Key Agenda Items

• Consider and approve notice and date of convening the Annual General Meeting.
• Consider and approve the scrutinizer for AGM.
• Consider and approve any other matter(s) with chair's permission.

Unaudited Q1 results approved

• Board approved unaudited Ind AS results for quarter ended 30 June 2026.
• Director Vimal Prakash authorized to sign the results.

Auditor remarks and going concern

• Independent Auditor's Review notes absence of actuarial valuation for employee benefits; benefits unfunded.
• No provision for cumulative dividends on 11% Redeemable Cumulative Preference Shares.
• No provision for cumulative dividends Rs 75.03 lakhs up to 31-03-2026.
• No provision for Rs 20.41 lakhs for quarter ended 30-06-2026.
• Assets related to manufacturing operations held for sale; discontinued operations.
• Material uncertainty regarding going concern due to proposed ferro-alloys plan.
• Audit not performed; cannot express an opinion.

Delisting and regulatory actions

• Company in the process of delisting from BSE and CSE via Open Offer cum-Delisting.
• EGM on 18 May 2026 authorized sale/disposal of manufacturing undertaking.
• Regulatory compliance: Regulation 33 of SEBI LODR applicable; board approved results.
• Two investor complaints received during quarter; addressed.

Resolution details

• Special resolution to approve sale and transfer of movable assets to Deol Engineers LLP.
• Aggregate consideration to be not less than ₹5 crore, exclusive of taxes.
• Assets include plant and machinery, manufacturing equipment, stores, spares, and other movable assets.
• Board authorized to negotiate and finalize the Business Transfer Agreement and ancillary documents.
• Proceeds to be used for repayment of liabilities, working capital, and general corporate purposes.
• Directors and KMP disclaim any personal interest beyond their shareholding.
• Transaction may occur in one or more tranches.
• Explanatory notes confirm non-operational operations and asset monetisation rationale.
• Outcome pending; EGM to decide on approval.
• No disclosed impact on promoter holding or control.
• Monetisation may reduce maintenance costs and improve liquidity.

Meeting Details and Agenda

• Board meeting on 22 July 2026 at 11:30 AM, at 30D, J. L. Nehru Road, Kolkata.
• Monetization/disposal of assets and business undertakings through various structures subject to approvals.
• Consideration of whether transaction qualifies as disposal of substantially the whole undertaking; seek shareholders' consent under Section 180.
• Approval of draft Notice of Extra-Ordinary General Meeting and explanatory statement under Section 102.
• Convene EGM on shorter notice with 95% voting power consent per Section 101.
• Consider and approve e-voting schedule, cut-off date, and appointment of scrutinizer.

Dematerialisation status

• Dematerialisation requests during the period were processed by the registrar and transfer agent and submitted to depositories.
• Securities dematerialised/rematerialised have been listed on relevant stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depositories substituted the depository's name as registered owner in records within the prescribed timeline.

Appointment

• Board approved appointment of Mr. Mukesh Kumar Shaw as Company Secretary and Compliance Officer.
• Appointment is effective from 1 June 2026.
• He is an Associate Member of ICSI, ACS 80201, with corporate law and secretarial compliance experience.