Extra-Ordinary General Meeting to be held on 04/08/2026.

NILACHAL REFRACTORIES LTD. CIN: L2693 9OR1 97 7PLC0007 3 5, GSTIN : 2 1 AABCN 1 24 1 N 1 ZS Ftat l{o.23, 3'dFloor, Block'D' Chowringhee Man,sion, 30 J lV Road, Kolkata - 700016, INDIA Tel : 0 3 3 4 0 0 2 9 3 0 I /3 0 2/ 4 0 0, Fttx : 0 3 3 2 2 4 9 9 5 I I /8 2 5 6, Emuil : ir{@nihc h al.itr Date:28.07.2026 To, To, The General Manager The Secretary Listing Depaftment The Calcutta Stock Exchange Ltd BSE Limited 7, Lyons Range, Phiroze Jeejeebhoy Towers, Kolkata 700 001 Dalal Street Mumbai - 400 001 BSE Scrip Code: 502294 CSE Scrip Code: 019120 Subject: Submission of Notice of Extra-Ordinary General Meeting of Nilachal Refractories Limite. Dear Sir/IVladam, Pursuant to the applicable provisions of the Companies Act, 2013 read rvith the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20i5. please flnd enclosed the Notice of the Extra-Ordinary General Meeting ("EGM") of the Mernbers of Nilachal Refractories Liniited scheduled to be held on Tuesday, 4 AugLrst 2026 at 11:30 A.M" (IST) at Flat No. 23,3rd Floor, Block'D', Chorvringhee Mansion, 30, Jawaharlal Nehru Road. Kolkata - 700016. The Notice is being dispatched to the Members of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. You are requested to kindly take the above on record. Thanking you. Yours f-aittrfully, For Nilachal Refractories Lirn ited Mukesh Kumar Shaw Company Secretary & Compliance Officer Encl.: Notice of the Extra-Ordinary General Meeting Works: IpitataNagar, Gmtdichapada, Dhenkanal-759025, Oclishct. Email:nt1.dnk@gmail.com Regd.Olfice: P-598i599. Kedarnath ApparTment, Mahabir Nagar, L,et,is l?oad, Bhubaneswar-751002 (Odisha) NILACHAL REFRACTORIES LTD. CIN: L26939OR1977PLC000735, GSTIN: 21AABCN1241N1ZS Flat No.23, 3rdFloor, Block‘D’ Chowringhee Mansion, 30 J N Road, Kolkata – 700016, INDIA Tel:033 40029301/302/ 400, Fax:03322499511 /8256, Email:info@nilachal.in NOTICE NOTICE is hereby given that the Extraordinary General Meeting (02/2026-27) of the Members of Nilachal Refractories Limited ("the Company") will be held on Tuesday, August 04, 2026 at 11:30 A.M. (IST) at Flat No. 23, 3rd Floor, Block 'D', Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata – 700016, West Bengal, India, to transact the following business as Special Business: SPECIAL BUSINESS APPROVAL FOR SALE / TRANSFER / DISPOSAL OF MOVABLE FIXED ASSETS OF THE COMPANY UNDER SECTION 180(1)(a) OF THE COMPANIES ACT, 2013 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Rules framed thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulations 30 and 37A, wherever applicable, the Memorandum and Articles of Association of the Company and subject to such approvals, permissions, sanctions and consents as may be necessary from the appropriate authorities, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which expression shall be deemed to include any Committee thereof or any person authorized by the Board) for the sale and transfer, as a going concern, by way of slump sale (as defined under Section 2(42C) of the Income-tax Act, 1961),the refractory equipment’s identified movable assets of the Company comprising, inter alia, plant and machinery, manufacturing equipment, stores and spares, and other movable assets, to DEOL ENGINEERS LLP (LLPIN: AAT- 6813), (“Purchaser”) having its registered office at 342/4, Near Aggarwal Tent House, Patel Marg, Mukund Nagar, Ghaziabad, Uttar Pradesh – 201001, on an 'As Is Where Is', 'As Is What Is', 'Whatever There Is' and 'Without Recourse' basis, at such price and on such terms and conditions (including receipt of the consideration therefor), with effect from such date and in such manner as contained in the Business Transfer Agreement but not less than for an aggregate consideration of ₹ 5,00,00,000 (Rupees Five Crore only), exclusive of applicable taxes and duties, or such other consideration as may be negotiated and finalized by the Board, upon such terms and conditions as may be contained in the Business Transfer Agreement, and other ancillary documents to be executed between the parties; RESOLVED FURTHER THAT the Memorandum of Understanding executed between the Company and DEOL ENGINEERS LLP recording the broad commercial understanding for the proposed transaction be and is hereby noted and ratified inter-alia approved; RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate, finalize, execute, amend, supplement and deliver the Business Transfer Agreement and all ancillary agreements, deeds, writings, declarations, affidavits, applications and other documents as may be necessary or desirable for giving effect to the proposed transaction and to make such modifications, alterations or amendments thereto as may be considered necessary or expedient in absolute powers; RESOLVED FURTHER THAT the Board be and is hereby authorised to determine, revise or modify the consideration, payment schedule, list of assets, timelines inter-alia dates and other commercial terms of the transaction, provided that such modifications are in the best interests of the Company and do not materially alter the nature of the transaction approved herein; Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email:nrl.dnk@gmail.com Regd.Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha) NILACHAL REFRACTORIES LTD. CIN: L26939OR1977PLC000735, GSTIN: 21AABCN1241N1ZS Flat No.23, 3rdFloor, Block‘D’ Chowringhee Mansion, 30 J N Road, Kolkata – 700016, INDIA Tel:033 40029301/302/ 400, Fax:03322499511 /8256, Email:info@nilachal.in RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and to sign, execute and file all forms, returns, applications and documents with the Registrar of Companies, Stock Exchanges and other statutory or regulatory authorities and to delegate all or any of the powers herein conferred to any Director, Key Managerial Personnel or authorised representative of the Company, as may be necessary, desirable or expedient for the purpose of giving effect to this Resolution." By order of the Board Nilachal Refractories Limited Mukesh Kumar Shaw Company Secretary Acs-80201 Dated : 22nd July 2026 Place : Kolkata EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013) Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email:nrl.dnk@gmail.com Regd.Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha) NILACHAL REFRACTORIES LTD. CIN: L26939OR1977PLC000735, GSTIN: 21AABCN1241N1ZS Flat No.23, 3rdFloor, Block‘D’ Chowringhee Mansion, 30 J N Road, Kolkata – 700016, INDIA Tel:033 40029301/302/ 400, Fax:03322499511 /8256, Email:info@nilachal.in As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 1 of the accompanying Notice dated 22nd July 2026 In Respect of the Agenda to be transacted : Nilachal Refractories Limited ("Company") is engaged in the business of manufacturing refractory products. The manufacturing operations of the Company have remained non-operational for a considerable period and various items of plant and machinery and other movable fixed assets are no longer required for the Company's existing business operations. The Board of Dir [Showing first 8,000 characters — download PDF for full document]