Nilachal Refractories EGM Approves ₹5 Crore Asset Sale

Meeting Date: Tuesday, 4th August 2026
Time: 11:30 A.M. (IST)
Venue: Flat No. 23, 3rd Floor, Block 'D', Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata - 700016, West Bengal, India
Meeting Type: Extraordinary General Meeting (02/2026-27)

APPROVAL FOR SALE / TRANSFER / DISPOSAL OF MOVABLE FIXED ASSETS UNDER SECTION 180(1)(a) OF THE COMPANIES ACT, 2013

Asset Type: Movable fixed assets comprising plant and machinery, manufacturing equipment, stores and spares, and other movable assets
Transfer Method: Slump sale (as defined under Section 2(42C) of Income-tax Act, 1961) as a going concern
Buyer: DEOL ENGINEERS LLP (LLPIN: AAT-6813)
Buyer Address: 342/4, Near Aggarwal Tent House, Patel Marg, Mukund Nagar, Ghaziabad, Uttar Pradesh - 201001
Basis: 'As Is Where Is', 'As Is What Is', 'Whatever There Is' and 'Without Recourse' basis
Minimum Consideration: ₹5,00,00,000 (Rupees Five Crore only), exclusive of applicable taxes and duties
Documents: Business Transfer Agreement and ancillary documents to be executed

The resolution authorizes the Board of Directors to:

Negotiate, finalize, execute, amend, and deliver the Business Transfer Agreement and all ancillary documents
Determine, revise or modify consideration, payment schedule, list of assets, and timelines
Finalize consideration based on negotiations, valuation, and commercial discussions
Make modifications that are in the best interests of the Company without materially altering the transaction nature
File all necessary forms, returns, applications with Registrar of Companies, Stock Exchanges and other authorities
Delegate powers to any Director, Key Managerial Personnel or authorized representative

Business Context: Company engaged in manufacturing refractory products with manufacturing operations non-operational for considerable period
Rationale: Idle assets result in recurring expenditure without commercial benefit; monetization aims to unlock value and strengthen financial position
MoU Status: Memorandum of Understanding already executed with DEOL ENGINEERS LLP recording broad commercial understanding
Transaction Structure: May be entered into in one or more tranches during approval tenure
Proceeds Utilization: Towards repayment of liabilities, strengthening working capital, meeting general corporate purposes, and pursuing future business opportunities
Expected Benefits: Monetize idle and non-core assets; reduce maintenance and security costs; improve liquidity and cash flows
Director Interest: None of the Directors, Key Managerial Personnel or their relatives are concerned or interested financially in the resolution

Cut-off Date: Tuesday, 28th July 2026 for determining voting rights
Remote e-Voting Period: Saturday, 1st August 2026 (9:00 A.M. IST) to Monday, 3rd August 2026 (5:00 P.M. IST)
Voting Platform: NSDL e-Voting system (https://www.evoting.nsdl.com)
Scrutinizer: Rajan Singh & Co., Practicing Company Secretaries (Unique Code: S2022WB839700)
Result Declaration: Within two working days from EGM conclusion, to be placed on company website and NSDL website

Proxy Submission: Must be deposited at Registered Office not less than 48 hours before meeting commencement
Corporate Representatives: Required to send certified true copy of Board Resolution authorizing representative
Green Initiative: Members encouraged to register/update email addresses with Depository Participants
Document Availability: Notice available on company website, NSDL website (https://www.evoting.nsdl.com), BSE Limited (www.bseindia.com), and Calcutta Stock Exchange Limited (www.cse-india.com)