IFGL Refractories Ltd

JV termination overview

• JVA dated 14 Oct 2024 terminated by mutual agreement on 14 Oct 2026.
• Marvel did not subscribe to any shares; JV remains 100% with IFGL.

Parties and roles

• IFGL Refractories Limited formed the JV entity IFGL-Marvels Refractories Limited.
• Marvels International Group Co. Limited (Seychelles) and Marvel Refractories Anshan (China) were partners.

Shareholding structure

• Envisaged pre-termination shareholding: 51% IFGL, 49% Marvel Seychelles.
• Post-termination, JV entity is 100% owned by IFGL.

Key terms and governance

• JVA termination; no material governance changes disclosed.
• Representation Agreement with Marvel Refractories Anshan to terminate on 9 Nov 2026.

Financial commitments

• Marvel did not subscribe to shares; no cash investment by Marvel.
• No disclosed consideration or capital commitments by either party.

Strategic rationale and impact

• No material financial or operational impact envisaged from termination.
• No new strategic benefits disclosed for shareholders.

Related party status

• Annexure marks related party status as Not Applicable.
• No arm's-length assessment disclosed.

Regulatory approvals and timelines

• Termination effective 14 October 2026; no regulatory approvals cited.
• RA termination under notice period with Marvels Anshan on 9 November 2026.

Other material disclosures

• Marvel contributed no capital; JV remains with IFGL.
• Disclosure hosted on IFGL website; annexure included.

Transfer to IEPF Demat

• 47,354 equity shares transferred to IEPF on 28 September 2026.
• 229 holders affected by the transfer.
• Shares Rs 10 each, fully paid up.
• Reason: dividend not claimed for seven consecutive years since FY 2018-19.
• Total value of transferred shares: Rs 473,540.
• Form IEPF-4 filed with Ministry of Corporate Affairs.
• Re-claim procedure for dividends/equity shares hosted on the company's website.
• Announcement hosted on company site with public link provided.

IFGL Refractories Ltd: Trading Window closed from 1 October 2026; opens 48 hours after unaudited financial results for quarter/six months ending 30 September 2026 are approved by the Board.

Purpose

• To obtain approval for Mr Mukesh Rawal's appointment as Whole-time Director and CEO India.

Resolution Details

• Special Resolution to appoint Mr Rawal for a three-year term.
• Term: 16 August 2026 to 15 August 2029.
• Role: Whole-time Director and Chief Executive Officer India.
• Remuneration: Rs 2.60 crore per annum plus perquisites.
• Includes accommodation, travel reimbursement, car, club membership, and other perquisites.
• Minimum remuneration payable despite profit/loss within Schedule V limits.
• Subject to Central Government approval; 71-year-old appointment.
• Non-Executive Non-Independent; liable to rotate.
• Board authorized to modify terms within Board discretion.
• Appointment subject to Central Government Form MR-2 approval.
• Remuneration and perquisites are minimum; may exceed limits in loss year.
• Age 71; associated with IFGL since 1983.
• Remuneration may be varied by the Board.
• Subject to approvals and regulatory clearances.

Outcome

• Results will be declared on or before 12 October 2026.
• Voting period Sep 9, 2026 to Oct 8, 2026 via NSDL e-voting.

Director profile

• Role and term described above; 71-year-old with 45 years in refractory industry.
• Experience: longtime IFGL associate since 1983; former head Americas operations.
• Age and residency status noted; Indian central approvals required.
• Independence: Non-Independent; no KMP conflicts disclosed.
• Education: BE Metallurgy.

Governance and approvals

• Special resolution subject to Central Government approval.
• Cut-off: 4 Sep 2026; e-voting window Sep 9–Oct 8, 2026.
• Results to be displayed on company website and stock exchanges.

ESG rating disclosure

• CRISIL ESG 54 rating (Adequate) assigned for year ended 31 March 2026.
• Company did not engage Crisil; rating performed voluntarily and independently.
• Disclosure hosted on company website; available via investor/announcement link.
• Date of communication: 29 August 2026.

ISO certifications renewal

• Management systems renewed for ISO 9001:2015, ISO 14001:2015, ISO 45001:2018.
• Scope covers design, development, manufacture, marketing and sales of industrial ceramic products.
• Locations included: Unit I and II Kalunga, Sundargarh, Odisha; head office Kolkata.
• Validity period: 02.09.2026 to 01.09.2029.
• Certificate registrations: 44100 17391472-00 (Unit II), 44100 17391472-01 (Unit I), 44100 17391472-02 (Head Office).
• Certificates issued by TÜV NORD CERT; three-year validity; conformity to ISO 17021-1:2015.

Rating Action Details

• ICRA reaffirmed AA- (Stable) for Cash Credit/Packing Credit of Rs 163.05 crore.
• ICRA reaffirmed AA- (Stable) for Term Loan of Rs 84.95 crore.
• ICRA reaffirmed A1+ for Letter of Credit/Bank Guarantee of Rs 25.00 crore.
• ICRA reaffirmed A1+ for Interchangeable LC limits of Rs (61.00) crore.
• Total facilities rated: Rs 273.00 crore.

Rating Agency

• ICRA Limited.

Outlook

• Outlook: Stable.