NACL Industries Limited

Key Transaction Details

NACL Industries Limited seeks shareholder approval through postal ballot for entering into/continuing Letter of Comfort arrangement(s) with Coromandel International Limited (Holding Company) for an aggregate value of up to ₹550 Crores. The tenure shall not exceed three years in aggregate, effective from December 1, 2026.

Quantitative Figures

  • Transaction value: ₹550 crores
  • Represents approximately 35% of NACL's consolidated turnover for FY 2025-26 (₹1,58,446 lakhs)
  • Represents approximately 1.78% of Coromandel International's annual consolidated turnover for FY 2025-26
  • Coromandel International holds 53.69% of NACL's paid-up equity share capital

Dates and Timeline

  • Notice date: October 19, 2026
  • Cut-off date: October 16, 2026
  • E-voting commencement: October 23, 2026 at 09:00 AM IST
  • E-voting closure: November 21, 2026 at 05:00 PM IST
  • Results declaration: On or before November 23, 2026
  • Resolution deemed passed on: November 21, 2026 (last date of e-voting)

Parties Involved

  • NACL Industries Limited (Company)
  • Coromandel International Limited (Holding Company and Related Party)
  • Central Depository Services (India) Limited (E-voting service provider)
  • R Sridharan & Associates (Scrutiniser)
  • XL Softech Systems Limited (RTA)

Purpose and Rationale

The Letter of Comfort arrangement will enable NACL to obtain better credit rating, secure loans and banking facilities at competitive terms, improve liquidity position, and contribute to business and financial performance. Coromandel International will not charge any commission or fee for providing the Letter of Comfort.

Governance Process

The transaction has been approved by the Audit Committee and Board of Directors. The transaction is at arm's length and in the ordinary course of business. Related party transactions are independently reviewed by Big4/independent accounting firms for arm's length consideration.

Voting Arrangements

  • Remote e-voting through CDSL
  • Physical copies not being sent to members (electronic mode only)
  • Members must register/update email addresses with DP/Company
  • Scrutiniser: R Sridharan & Associates, Company Secretaries
  • Institutional/corporate members must send Board Resolution/Power of Attorney to scrutiniser

Historical Context

Similar transaction was approved by shareholders on November 30, 2025 through postal ballot, valid till November 30, 2026. The current proposal requires fresh approval.

Restrictions

No related party of the Company shall vote to approve the resolution. Common Director(s) of NACL and Coromandel International may be deemed interested in the transaction.