Nilachal Refractories Ltd

Nilachal Refractories Ltd: Trading Window closed from 1 October 2026 till 48 hours after declaration of Un-Audited Financial Results for quarter ending 30 September 2026

agm details

• AGM held 26 September 2026 at 11:30 IST via VC/OAVM.
• Record date: 19 September 2026; on record 1,562 shareholders.
• EVoting window opened 23–25 September 2026; votes unblocked 26 September 2026 at 12:15 PM.
• Video attendees: Public 23; promoter group 0.

ordinary resolutions

• Resolution 1 (Ordinary): Adoption of Audited Standalone Financial Statements — Passed.
• Resolution 2 (Ordinary): Re-appointment of Vimal Prakash as Director by rotation — Passed.

directors appointed

• Bijay Kumar appointed as Non-Executive Independent Director.
• Priyanka Podd appointed as Non-Executive Independent Director for five-year term.

special resolutions

• Alteration of Object Clause of Memorandum of Association — Passed with 88.89% in favor.

AGM Details

• Date and time: 26 September 2026 at 11:30 A.M. (IST) via VC/OAVM.
• Mode: Video Conferencing / Other Audio Visual Means.
• Meeting concluded at 11:53 A.M.
• Remote e-voting: 23–25 September 2026.

Resolutions

• Resolution 1 (Ordinary): Adopt audited standalone financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Reappoint director retiring by rotation.
• Resolution 3(a) (Special): Appoint Bijay Kumar as Non-Executive Independent Director for five years.
• Resolution 3(b) (Special): Appoint Priyanka Poddar as Non-Executive Independent Director for five years.
• Resolution 3(c) (Special): Re-appoint Pradip Mohapatra as Non-Executive Independent Director till 24 Sep 2028.
• Resolution 4 (Special): Alter MOA to insert new objects including ferro alloys and related facilities.

Voting Results

• Resolution 1: Deemed passed subject to requisite majority.
• Resolution 2: Deemed passed subject to requisite majority.
• Resolution 3(a): Deemed passed subject to requisite majority.
• Resolution 3(b): Deemed passed subject to requisite majority.
• Resolution 3(c): Deemed passed subject to requisite majority.
• Resolution 4: Deemed passed subject to requisite majority.

Director Changes

• Mr. Vimal Prakash retires by rotation; re-appointment proposed.
• Bijay Kumar appointed as Non-Executive Independent Director for five years (2026–2031).
• Priyanka Poddar appointed as Non-Executive Independent Director for five years (2026–2031).
• Pradip Mohapatra re-appoint/continue as Non-Executive Independent Director till 24 Sep 2028.

Dividend

• No dividend proposed or declared at the AGM.

Resignation: Bindu Jain

• Resigned as Independent Director; tenure completed, effective 31 August 2026.

Resignation: Sundaresan Radhakrishnan

• Resigned as Independent Director; tenure completed, effective 31 August 2026.

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.

Meeting Details

• 14 August 2026, 04:00 PM, at 30D, J.L. Nehru Road, Kolkata.

Key Agenda Items

• To approve unaudited standalone financial results for the quarter ended June 30, 2026.
• Any other matters as may be taken up with the Chair's permission.

Other Notes