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NILACHAL REFRACTORIES LTD.

CIN: L26939OR1977PLC000735, GSTIN: 21AABCN1241N1ZS

Flat No.23, 3rd Floor, Block 'D' Chowringhee Mansion, 30 J N Road, Kolkata-700016, INDIA

Tel: 033 4002 9301 / 302 / 400, Fax: 033 2249 9511 / 8256, Email: [email protected]

NOTICE

NOTICE is hereby given that an Extra-Ordinary General Meeting of the Shareholders (the "Shareholders" or the "Members") of Nilachal Refractories Limited ("Company") will be held at 12:30 PM on Monday, the 18th May, 2026 at 3rd Floor, Block 'D' Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata-700016, to transact the following business:

SPECIALBUSINESS:

ItemNo.1

Approval for Sale/Transfer/Disposal of Undertaking under Section 180(1)(a) of the Companies Act, 2013

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder and in accordance with the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any Committee thereof) to sell, transfer, lease or otherwise dispose of, in one or more transactions and/or in one or more tranches, all or substantially the whole of the undertaking of the Company, comprising movable fixed assets including, but not limited to, plant and machinery and capital work-in-progress, on such terms and conditions, at such consideration and in such manner as the Board may, in its absolute discretion, deem fit and in the best interest of the Company;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise, negotiate and execute the terms and conditions of the proposed transaction(s), including but not limited to identification of buyer(s), determination of consideration, mode of transfer, execution of agreements, deeds and documents, and to do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution."

Item No. 2

Approval for Material Related Party Transaction(s) pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013

To consider, and, if thought fit, approve the material related party transaction(s) proposed to be entered into by the Company during financial years 2026-27 and to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made thereunder, including Section 188 and other applicable provisions, if any, and Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time, the Company's Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, and all other applicable laws, regulations, statutory modifications or re-enactments thereof for the time being in force, subject to such approvals, consents, permissions and sanctions as may be necessary and pursuant to the approval of the Audit Committee and the Board of Directors of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall include any Committee thereof) to enter into and/or undertake, in one or more transactions and/or tranches, such Material Related Party Transaction(s) with the related party/parties as set out in the Explanatory Statement annexed to the Notice convening this Meeting, including by way of sale, transfer or disposal of movable fixed assets of the Company, including plant and machinery and capital work-in-progress, and/or such other transaction(s) as may be incidental or connected thereto, on such terms and conditions, at such consideration and in such manner as the Board may, in its absolute discretion, deem fit and in the best interest of the Company, provided that the said transactions to be entered into and/or carried out on an arm's length basis, on such terms and conditions as may be considered appropriate by the Board of Directors (including any authorised Committee thereof) and as may be agreed between the Company and the related party/parties, and further provided that the aggregate expected value of such transaction(s) during the period of approval shall not exceed ₹2 Crores with each individual related party and ₹8 Crores with all related parties taken together;

Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email: [email protected]

Regd. Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha)

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NILACHAL REFRACTORIES LTD.

CIN: L26939OR1977PLC000735, GSTIN: 21AABCN1241N1ZS

Flat No.23, 3rd Floor, Block 'D' Chowringhee Mansion, 30 J N Road, Kolkata-700016, INDIA Tel: 033 4002 9301 / 302 / 400, Fax: 033 2249 9511 / 8256, Email: [email protected]

"RESOLVED FURTHER THAT the aforesaid approval shall remain valid for a period of one year from the date of approval of the Members;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise, negotiate and execute the terms and conditions of the proposed transaction(s), including determination of consideration, mode of transfer/transaction, execution of agreements, deeds, documents and writings, and to do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution, with power to alter and vary the terms and conditions of such contracts, arrangements or transactions and to settle all questions, difficulties or doubts that may arise in this regard."

By order of the Board

Nilachal Refractories Limited

NDRAKASH DRAKSH VAKHYA PRAKSH
DRAKSH KHARA PRAKSH
Vimal Prakash
Director
DIN: 00174915

Date: 13th May, 2026
Place: Kolkata

Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email: [email protected]
Regd. Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha)

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Flat No.23, 3rd Floor, Block 'D' Chowringhee Mansion, 30 J N Road, Kolkata-700016, INDIA

Tel: 033 4002 9301 / 302 / 400, Fax: 033 2249 9511 / 8256, Email: [email protected]

NOTES:

EXPLANATORY STATEMENT FOR THE PROPOSED RESOLUTION ACCOMPANYING THE NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

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 May 13, 2026:

In respect of Item No. 1

The Company proposes to undertake sale/transfer/disposal of its movable fixed assets, including plant and machinery and capital work-in-progress, as part of its business and financial restructuring strategy.

The said assets primarily comprise operational and non-operational plant and machinery and capital work-in-progress, details of which are available for inspection by the Members at the Registered Office of the Company during business hours up to 24 hours before the time of the meeting and shall also be available at the venue of the meeting.

The Board of Directors, at its meeting held on 9th May, 2026, has considered and approved the said proposal, subject to the approval of the Members of the Company.

The proposed transaction may be undertaken in one or more tranches and/or in one or more transactions and may result in disposal of substantially the whole of the undertaking of the Company, within the meaning of Section 180(1)(a) of the Companies Act, 2013. Accordingly, the consent of the Members by way of a Special Resolution is required.

The Board believes that the proposed transaction is in the best interest of the Company, considering inter alia:

rationalisation of the Company's asset base,
improvement in liquidity position,
reduction of operational inefficiencies, and
alignment with the Company's future business strategy.

The Board recommends the resolution set out in Item No. 1 of the Notice for approval of the Members.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution, except to the extent of their shareholding, if any.

In respect of Item No. 2

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 with effect from April 1, 2022, prior approval of the Members by way of an Ordinary Resolution is required for all material related party transactions and subsequent material modifications thereto, as defined by the Audit Committee, irrespective of whether such transactions are undertaken in the ordinary course of business and on an arm's length basis.

In terms of Regulation 23 of the SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into, either individually or when taken together with previous transactions during a financial year, whether directly and/or through subsidiary(ies), exceed the prescribed materiality thresholds based on the annual consolidated turnover of the Company as per its last audited financial statements, as set out below:

Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email: [email protected]

Regd. Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha)

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(i) where the annual consolidated turnover is up to ₹20,000 Crore, the materiality threshold shall be 10% of the annual consolidated turnover;

(ii) where the annual consolidated turnover exceeds ₹20,000 Crore but does not exceed ₹40,000 Crore, the materiality threshold shall be ₹2,000 Crore plus 5% of the turnover in excess of ₹20,000 Crore; and

(iii) where the annual consolidated turnover exceeds ₹40,000 Crore, the materiality threshold shall be ₹3,000 Crore plus 2.5% of the turnover in excess of ₹40,000 Crore, subject to an overall cap of ₹5,000 Crore.

In connection with the proposed restructuring and the proposed sale, transfer and/or disposal of movable fixed assets of the Company, including plant and machinery and capital work-in-progress, the Company proposes to enter into one or more transaction(s) with certain related party/parties of the Company on such terms and conditions as may be mutually agreed between the parties. The aggregate value of the proposed transaction(s) is expected to exceed the applicable materiality thresholds prescribed under the SEBI Listing Regulations and may therefore qualify as Material Related Party Transaction(s).

Accordingly, approval of the Members by way of an Ordinary Resolution is being sought for the proposed related party transaction(s) and related arrangements to be undertaken by the Company. All such transaction(s) shall be carried out in the ordinary course of business of the Company and on an arm's length basis.

The Audit Committee and the Board of Directors of the Company, at their respective meetings held on May 9, 2026, have reviewed and approved the proposed transaction(s), subject to approval of the Members, after considering the relevant information and details placed before them by the management and noting that the transaction(s) would be undertaken on an arm's length basis and in the ordinary course of business of the Company.

The Board of Directors accordingly recommends the Ordinary Resolution set out at Item No. 2 of the accompanying Notice for approval of the Members.

Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated June 26, 2025 on Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions" ("RPT Industry Standards"), effective from September 01, 2025, the minimum information relating to the proposed Related Party Transaction(s) is provided below:

Sl. No.	Name of Related Party	Nature of Relationship	Nature of Transaction(s)	Material Terms	Value of Transaction(s)	Tenure	Pricing / Valuation Basis	Purpose / Rationale
1	Jekay International Track Private Limited	Private Company in which Director of the Company is a Director	Sale / transfer / disposal of movable fixed assets including plant and machinery and capital work-in-progress and/or other incidental or connected transaction(s)	Transaction(s) proposed to be entered into on such terms and conditions as may be mutually agreed between the parties	Aggregate value not exceeding ₹2 Crores during the period of approval	One year from the date of Members' approval	Based on valuation reports, negotiated commercial terms and/or such basis as may be considered commercially appropriate by the Board	Business restructuring, monetisation / rationalisation of assets, liquidity improvement and other commercial considerations
2	Ganpati Industrial Private	Private Company in which	Sale / transfer / disposal of	Transaction(s) proposed to be	Aggregate value not exceeding	One year from the	Based on valuation reports,	Business restructuring, monetisation

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	Limited	Director of the Company is a Director	movable fixed assets including plant and machinery and capital work-in-progress and/or other incidental or connected transaction(s)	entered into on such terms and conditions as may be mutually agreed between the parties	₹2 Crores during the period of approval	date of Members' approval	negotiated commercial terms and/or such basis as may be considered commercially appropriate by the Board	/ rationalisation of assets, liquidity improvement and other commercial considerations
3	Jekay Wagons Limited	Public Company in which Director of the Company is a Director.	Sale / transfer / disposal of movable fixed assets including plant and machinery and capital work-in-progress and/or other incidental or connected transaction(s)	Transaction(s) proposed to be entered into on such terms and conditions as may be mutually agreed between the parties	Aggregate value not exceeding ₹2 Crores during the period of approval	One year from the date of Members' approval	Based on valuation reports, negotiated commercial terms and/or such basis as may be considered commercially appropriate by the Board	Business restructuring, monetisation / rationalisation of assets, liquidity improvement and other commercial considerations
4	Industrial Associates Thermal Solutions Private Limited	Private Company in which Director of the Company is a Director	Sale / transfer / disposal of movable fixed assets including plant and machinery and capital work-in-progress and/or other incidental or connected transaction(s)	Transaction(s) proposed to be entered into on such terms and conditions as may be mutually agreed between the parties	Aggregate value not exceeding ₹2 Crores during the period of approval	One year from the date of Members' approval	Based on valuation reports, negotiated commercial terms and/or such basis as may be considered commercially appropriate by the Board	Business restructuring, monetisation / rationalisation of assets, liquidity improvement and other commercial considerations

窗体顶端

Pursuant to the SEBI Circular dated June 26, 2025, the Minimum Information relating to the proposed related party transaction(s) is provided as under: Pursuant to the SEBI Circular dated June 26, 2025, the Minimum Information relating to the proposed related party transaction(s) is provided as under: Pursuant to the SEBI Circular dated June 26, 2025, the Minimum Information relating to the proposed related party transaction(s) is provided as under: 窗体底端

SN	Particulars of the Information	Information provided by the Management
A. Details of the Related Party and Transactions with the Related Party

A(1)	Basic details of the Related Party Transaction
1	Name of the Related Party	Jekay International Track Private Limited / Ganpati Industrial Private Limited / Jekay Wagons Limited / Industrial Associates Thermal Solutions Private Limited
2	Country of Incorporation of the Related Party	India
3	Nature of business of the Related Party	Manufacturing, engineering, industrial and allied business activities including dealing in plant & machinery and industrial equipment
A(2)	Relationship and ownership of the Related Party
1	Relationship between the listed entity and the related party including nature of concern	The related parties are entities in which Director(s) of the Company are also Director(s) and accordingly fall within the definition of Related Party under applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations
a	Shareholding of the listed entity in the related party	Nil
b	Capital contribution, if any, made by the listed entity in the related party	Not Applicable
c	Shareholding of the related party in the listed entity	Nil
A(3)	Details of previous transactions with the Related Party
1	Total amount of transactions undertaken during the last financial year	Transactions, if any, were undertaken in the ordinary course of business and at arm's length basis
2	Total amount of transactions undertaken during the current financial year up to the quarter immediately preceding the approval	Nil / Insignificant
3	Any default made by the related party concerning obligations under previous transactions during the last three financial years	No
A(4)	Amount of the proposed transactions
1	Amount of the proposed transactions being placed for approval	Aggregate value not exceeding ₹2 Crores each per related party during the period of approval
2	Whether the proposed transactions together with existing transactions would render the transaction material	Yes, subject to applicable materiality thresholds under Regulation 23 of SEBI Listing Regulations
3	Value of proposed transaction as a percentage of annual consolidated turnover of the Company	As may be applicable based on the audited financial statements for the immediately preceding financial year
4	Value as percentage of annual standalone turnover of subsidiary, if applicable	Insignificant
5	Value as percentage of annual turnover of the related party	Insignificant
6	Financial performance of the related party for immediately preceding financial year	Financial particulars are not material for the purpose of the proposed transaction and shall be made available to the Audit Committee, if required
A(5)	Basic details of the proposed transaction
1	Specific type of the proposed transaction	Sale / transfer / disposal of movable fixed assets including plant & machinery and capital work-in-progress and/or other incidental or connected transaction(s)
2	Details of each type of the	Transactions proposed to be entered into on such terms and conditions as may

	proposed transaction	be mutually agreed between the parties and on arm's length basis
3	Tenure of the proposed transaction	One year from the date of Members' approval
4	Whether omnibus approval is being sought	Yes
5	Value of the proposed transaction during a financial year	Aggregate value not exceeding ₹2 Crores each per related party during the approval period
6	Justification as to why the proposed RPTs are in the interest of the listed entity	The proposed transactions are intended for business restructuring, monetisation and rationalisation of assets, optimization of operational efficiency, liquidity improvement and other commercial considerations. The transactions are expected to enable efficient utilization of idle / surplus assets and are in the ordinary course of business and at arm's length basis
7	Details of promoter(s) / director(s) / KMP who are interested in the transaction	Certain Director(s) of the Company who are also Director(s) in the respective related party entities may be deemed to be concerned or interested in the proposed transactions
a	Name of the interested Director / KMP	Concerned Director(s) as applicable in respective related party entities
b	Shareholding of Director / KMP in the related party	As disclosed from time to time under applicable statutory disclosures
8	Whether valuation or external party report placed before Audit Committee	The pricing shall be based on valuation reports, negotiated commercial terms and/or such basis as may be considered commercially appropriate by the Board
9	Other information relevant for decision making	None
B(1) Disclosure in case of sale / purchase / supply of goods or similar business transaction
1	Bidding or other process applied for choosing the party	Based on commercial evaluation, business requirements and operational considerations
2	Basis of determination of price	Based on valuation reports, negotiated commercial terms and prevailing market practices
3	Details of trade advance, if any	Not Applicable
a	Amount of trade advance	Not Applicable
b	Tenure	Not Applicable
c	Whether self-liquidating	Not Applicable
4	Any other relevant information	All relevant / material information forms part of this Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

As per the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), all related parties of the Company, whether or not a party to the proposed related party transaction(s), shall abstain from voting on the resolution(s) set out in Item No. 2 of the accompanying Notice.

The proposed transaction(s) may be entered into in one or more tranches and/or through one or more transaction(s), during the tenure of approval, on such terms and conditions as may be considered commercially expedient and in the best interest of the Company.

Any material modification(s) to the aforesaid transaction(s), as defined under the applicable provisions of the SEBI Listing Regulations and the Company's Policy on Materiality of Related Party Transactions, shall require prior approval of the Audit Committee, Board and/or Shareholders, as applicable, in accordance with the applicable laws.

The Board of Directors is of the opinion that the proposed related party transaction(s) are in the best interest of the Company and recommends the Ordinary Resolution(s) as set out in Item No. 2 of the accompanying Notice for approval of the Members.

Except to the extent of their respective shareholding, directorship and/or interest, if any, in the concerned related party entities, none of the Directors, Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the proposed resolution(s).

Flat No.23, 3rd Floor, Block 'D' Chowringhee Mansion, 30 J N Road, Kolkata-700016, INDIA Tel : 033 4002 9301 / 302 / 400, Fax : 033 2249 9511 / 8256, Email: [email protected]

The relevant documents and registers as required under applicable law shall be available for inspection by the Members in accordance with the applicable statutory provisions.

Further, pursuant to Section 101(1) of the Companies Act, 2013 read with the applicable Secretarial Standards, consent of the Members holding not less than 95% of the voting power of the Company has been obtained for convening the General Meeting at a shorter notice.

ByorderoftheBoard
Nilachal Refractories Limited

Vimal Prakash
Director
DIN: 00174915

Date: 13th May, 2026
Place: Kolkata

Works: Ipitata Nagar, Gundichapada, Dhenkanal-759025, Odisha, Email: [email protected]
Regd. Office: P-598/599, Kedarnath Appartment, Mahabir Nagar, Lewis Road, Bhubaneswar-751002 (Odisha)

NOTESANDINSTRUCTIONS

The Explanatory Statement pursuant to the provisions of Section 102(1) of the Companies Act read with Section 110 of the Companies Act, 2013 and other applicable legal provisions in respect of the Special Business specified above is annexed hereto.
A member entitled to attend and vote at the Extraordinary General Meeting ("the Meeting") is entitled to appoint a proxy to attend the meeting and vote on a poll, if any, instead of himself/herself and the proxy need not be a member of the Company. Proxy Form duly filled must reach the registered office of the Company not less than forty-eight hours before the meeting. A blank Proxy Form is annexed to this Notice. A person shall not act as a Proxy for more than 50 members and holding in the aggregate not more than ten percent of the total voting share capital of the Company. However, a single person may act as a proxy for a member holding more than ten percent of the total voting share capital of the Company provided that such person shall not act as a proxy for any other person.
Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
The Notice is being sent to all the Members of the Company, whose name appear on the Register of Members/ List of Beneficial Owners, as on Tuesday, May 12, 2026 (hereinafter referred to as "Cut-off Date") and those who have registered their email addresses with the Company and/ or with the Depositories shall receive the Notice in electronic mode. It is however, clarified that all the persons who are Members of the Company as on Tuesday, May 12, 2026 shall be entitled to vote in relation to the resolution specified in this Notice.
The voting rights of shareholders shall be reckoned on the paid-upvalue of shares registered in the names of the Members on cut-off date being Tuesday, May 12, 2026. Only those members whose names are recorded in the Register of Members of the Company as on Tuesday, May 12, 2026, will be entitled to vote in relation to the resolution specified in this Notice.
The Notice is being uploaded on the website of the Company and on the website of NSDL at https://www.evoting.nsdl.com/. Acopyofthis Notice may also be available on the website of Stock Exchange at www.bseindia.com and www.cse-india.com.
In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Resolutions contained in the Notice is sought.
For convenience of Members, an Attendance Slip is annexed to the Proxy Form. Members/ Proxies are requested to affix their signatures at the space provided therein and thereafter handover the Attendance Slip at the venue of the meeting. The Proxy of a Member should mark on the Attendance Slip as "Proxy".
Only bonafide members of the Company whose names appear on the Register of Members/Proxy holders as on the record date and in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves its rights to take all steps as may be deemed necessary to restrict non-members from attending the meeting.
In accordance with the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the circulars issued by the Ministry of Corporate Affairs, the Company has extended e-voting facility for its Members to enable them to cast their votes electronically on the resolution set forth in this Notice. Members are informed that the communication of their assent or dissent can take place through the e-voting facility. The company has engaged the services of National Securities Depository Limited as the agency to

provide the remote e-voting facility.

The facility for voting through polling paper shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through polling paper.
The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.
The shareholders can opt for only one mode of voting i.e. through e-voting or through physical polling at the meeting. In case of voting by both the modes, vote casted through e-voting will be considered final and voting through physical ballot will be considered invalid.
The Board of Directors of the Company has appointed Rajan Singh & Co., Practicing Company Secretaries, Unique Code: S2022WB839700, Peer Review Certificate No.: 2511/2022, Membership Number: F10541 and CP Number: 13599, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.
The e-voting facility is available at the link https://www.evoting.nsdl.com/. Once vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again. The Compliance Officer of the Company shall be responsible for addressing the grievances of members connected with e-voting. Please refer to the instructions for e-voting given along with this Notice for the process and manner in which e-voting can be carried out.
The Scrutinizer shall after the conclusion of voting at the EGM, first count the votes cast at the meeting by polling papers and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the EGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutinizer's decision on the validity of votes cast will be final and binding. The result is so declared, the Scrutinizer's Report shall be placed on the Company's website as well as on the website of NSDL at https://www.evoting.nsdl.com/ and shall also be communicated/forwarded to BSE Limited and the Calcutta Stock Exchange Limited, the Stock Exchanges where the equity shares of the Company are listed.
The Resolution as set out in the Notice, if passed by the requisite majority of the shareholders, shall be deemed to have been duly passed at the general meeting convened in that behalf.
Members may kindly note that the Company is committed towards Green Initiative, it is earnestly requested again in view of the circulars issued by Ministry of Corporate Affairs and other statutory provisions, that the Members who have yet not registered/updated their e-mail ids with the Company are requested to register the same.
Process and manner for Members opting for voting through Electronic means:

The remote e-voting period begins on Friday, May 15, 2026 at 9:00 A.M. and ends on Sunday, May 17, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, May 12, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, May 12, 2026.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your B-digit DP ID,B-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period
	2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

	NSDL Mobile App is available on
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through

Flat No.23, 3rd Floor, Block 'D' Chowringhee Mansion, 30 J N Road, Kolkata-700016, INDIA Tel : 033 4002 9301 / 302 / 400, Fax : 033 2249 9511 / 8256, Email: [email protected]

Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password? (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
Now, you will have to click on "Login" button.
After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
Upon confirmation, the message "Vote cast successfully" will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

ATTENDANCE SLIP

I/We, hereby record my/our presence at the Extra-Ordinary General Meeting of Nilachal Refractories Limited held at 12.30 P.M, on Monday, 18th Day of May, 2026 at 3rd Floor, Block 'D' Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata-700016, West Bengal, India.

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Name
Address & Email Id
Folio No. /Client ID
No. of Shares

I/we certify that I/we am/are the registered shareholder / proxy for the registered shareholder of the Company.

Signature of Member / proxy

Notes:

Interested joint members may obtain attendance slips from the Registered Office of the Company.
Members/Joint Members/Proxies are requested to bring the attendance slip with them.
Duplicate slip will not be issued at the entrance of the meeting venue.

Form No. MGT 11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013, and rule 19(3) of Companies (Management and Administration) Rules, 2014]

Name, address and email ID of the shareholder(s)
Folio No. /Client ID

I / we, being the member(s) of __ shares of the Nilachal Refractories Limited, hereby appoint: name: __ address: __ signature: __ or failing him; name: __ address: __ signature: ___

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extra-Ordinary General Meeting of the Company held on 18th May, 2026 at 12.30 p.m. at 3rd Floor, Block 'D' Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata-700016, West Bengal, India or / and at any adjournment thereof, in respect of such Resolutions as indicated below:

Sl. No.	Resolutions	Voted against
1	Approval for Sale/Transfer/Disposal of Undertaking under Section 180(1)(a) of the Companies Act, 2013
2	Approval for Material Related Party Transaction(s) pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013
		Affix One Rupee Revenue Stamp

Signed this __ day of __ 2026

Signature of proxy holder(s) Signature of shareholder

Notes:

The proxy, to be effective, should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.
A proxy need not be a member of the Company.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.
The Form of proxy confers authority to demand or join in demanding a poll.
The submission by a member of this Form of proxy will not preclude such member from attending in person and voting at the meeting.

ATTENDANCE SLIP

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Name
Address & Email Id
Folio No. /Client ID
No. of Shares

I/we certify that I/we am/are the registered shareholder / proxy for the registered shareholder of the Company.

Signature of Member / proxy

Notes:

Interested joint members may obtain attendance slips from the Registered Office of the Company.
Members/Joint Members/Proxies are requested to bring the attendance slip with them.
Duplicate slip will not be issued at the entrance of the meeting venue.

Form No. MGT 11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013, and rule 19(3) of Companies (Management and Administration) Rules, 2014]

Name, address and email ID of the shareholder(s)
Folio No. /Client ID

I / we, being the member(s) of __ shares of the Nilachal Refractories Limited, hereby appoint: name: __ address: __ signature: __ or failing him; name: __ address: __ signature: ___

Sl. No.	Resolutions	Voted against
1	Approval for Sale/Transfer/Disposal of Undertaking under Section 180(1)(a) of the Companies Act, 2013
2	Approval for Material Related Party Transaction(s) pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013
		Affix One Rupee Revenue Stamp

Signed this __ day of __ 2026

Signature of proxy holder(s) Signature of shareholder

Notes:

The proxy, to be effective, should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.
A proxy need not be a member of the Company.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.
The Form of proxy confers authority to demand or join in demanding a poll.
The submission by a member of this Form of proxy will not preclude such member from attending in person and voting at the meeting.

Route Map: 3rd Floor, Block 'D' Chowringhee Mansion, 30, Jawaharlal Nehru Road, Kolkata-700016

VIMAL
PRAK
ASH

Digitally signed
by VIMAL
PRAKASH
Date: 2020.05.12
19:07:49 +05'30'

AI assistant

Nilachal Refractories Ltd. Proxy Solicitation & Information Statement 2026

63496_rns_2026-05-13_7ceac71a-c9af-4294-b63a-2db9897c36f0.pdf

NOTICE

SPECIALBUSINESS:

NOTES:

EXPLANATORY STATEMENT FOR THE PROPOSED RESOLUTION ACCOMPANYING THE NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In respect of Item No. 1

In respect of Item No. 2

窗体顶端

NOTESANDINSTRUCTIONS

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

How to Log-in to NSDL e-Voting website?

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

ATTENDANCE SLIP

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Notes:

Form No. MGT 11

PROXY FORM

Notes:

ATTENDANCE SLIP

Notes:

Form No. MGT 11

PROXY FORM

AI assistant

Nilachal Refractories Ltd. — Proxy Solicitation & Information Statement 2026

63496_rns_2026-05-13_7ceac71a-c9af-4294-b63a-2db9897c36f0.pdf

NOTICE

SPECIALBUSINESS:

NOTES:

EXPLANATORY STATEMENT FOR THE PROPOSED RESOLUTION ACCOMPANYING THE NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In respect of Item No. 1

In respect of Item No. 2

窗体顶端

NOTESANDINSTRUCTIONS

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

How to Log-in to NSDL e-Voting website?

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

ATTENDANCE SLIP

PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Notes:

Form No. MGT 11

PROXY FORM

Notes:

ATTENDANCE SLIP

Notes:

Form No. MGT 11

PROXY FORM

More from Nilachal Refractories Ltd.

Nilachal Refractories Ltd. Proxy Solicitation & Information Statement 2026