Shah Alloys Ltd

Financial snapshot

• Revenue from operations: ₹3,726.67 Lakhs in FY26 (down from ₹26,651.70 in FY25).
• Standalone PAT: ₹7,259.74 Lakhs; consolidated PAT: ₹10,772.99 Lakhs.
• EPS: Standalone ₹36.67; Consolidated ₹54.42.
• Dividend: Board did not declare any dividend for FY26.
• Total borrowings: ₹6,298.74 Lakhs; current ratio: 0.50x.
• Plant closure in August 2025 reduced operating revenue; asset monetisation offset some impact.

Strategic actions

• Adoption of new MOA and alteration of object clauses for commodity trading and real estate.
• Adoption of new Articles of Association in line with Companies Act 2013.
• Board-approved framework for strategic restructuring and alternatives for the steel plant.
• Valuation of plant and machinery: ₹44.195 crore as of 31 March 2026.
• Flexibility to induct strategic/financial partners, lease, or dispose assets including the steel plant.

Asset monetisation and divestment

• Sale of 16-inch Rolling Mill Plant for ₹17.00 crore; gain ≈ ₹16.92 crore.
• Sale of Plant and Machinery (including CWIP) for ₹63.00 crore; gain ≈ ₹53.48 crore.
• Divestment of SAL Steel Limited; unrealised/realised gain ₹13.98 crore; SAL Steel ceased to be associate as at 31 Dec 2025.
• One-time settlement with HDFC Bank: ₹18.00 crore paid; waiver of ₹723.76 L, enhancing liquidity.
• Valuation of remaining plant/machinery supports negotiation for asset monetisation.

Governance, risk and audit flags

• Auditors flag material uncertainty about going concern; management pursuing strategic alternatives.
• No insurance coverage for Property, Plant & Equipment; risk management ongoing.
• SAL Steel ceased to be an associate; equity method discontinued from 31 Dec 2025.
• Board resignations: Ambalal C. Patel resigned on 13 July 2026; governance adjustments in progress.

Capital structure and liquidity

• Investing activities generated ₹8,899.67 Lakhs; cash balance ₹109.30 Lakhs at year-end.
• 29% of shareholders hold dematerialised shares by 31-03-2026.
• Listed on NSE and BSE; listing fees for FY2026-27 paid.
• The company continues to pursue liquidity through asset monetisation and liability settlements.

Related party and disclosures

• Related parties: SAL Steel Limited (associate until 31 Dec 2025); SAL Care/ SAL Corporation group entities.
• Related party transactions are in the ordinary course and at arm's length; quarterly approvals noted.
• Disclosures cover purchases, sales, interest, and remuneration; comprehensive annexures in the annual report.

AGM Details

• 36th AGM scheduled for Friday, 18 September 2026 at 12:30 P.M. IST via VC/OAVM.
• Votes rights cut-off date fixed as 11 September 2026.
• Remote e-voting starts 15 September 2026 at 09:00 and ends 17 September 2026 at 17:00.

Ordinary Business

• Adopt audited standalone and consolidated financial statements for FY2025-26.
• Re-appoint Shri Ashok Sharma as Director on rotation.

Special Business

• Adopt new MOA and amend object clauses to add commodity trading and real estate.
• Adopt new Articles of Association aligning with the Act.
• Approve strategic restructuring of steel plant, including investors, lease/relocation, or asset disposal.
• Approve monetisation of land, buildings, and assets via sale, lease, or development.

Directors

• Ashok Sharma re-appointed as Director.

Strategic review & AGM approval

• Board to seek Members' approvals under Section 180(1)(a) for strategic alternatives to the Steel Plant.
• Purpose to evaluate potential investors, leasing, sale, redevelopment, or monetisation of the plant.
• Plant/machinery valued at ₹44.195 crore (FMV); valuation date 31 Mar 2026.
• Shareholders' approval planned via Special Resolution at 36th AGM.

Land/assets monetisation plan

• Board authorized to deal with land/assets via sale, lease, development, JV, or other modes.
• Objective to unlock value and optimise utilisation of land/buildings.
• Valuation of land/buildings not stated; no counterparty identified yet.
• Shareholders' approval via Special Resolution anticipated at 36th AGM.

Financial results and going concern

• Unaudited standalone results for quarter ended 30 June 2026 approved, reviewed by Audit Committee.
• Limited Review Report enclosed with the results.
• Material uncertainty related to going concern noted in the Limited Review Report.
• Results prepared on going concern basis as per management representation.

Strategic alternatives and asset monetisation

• Board to evaluate strategic alternatives for the Steel Plant, including investors, partners, lease, or sale.
• Fair Market Value of Plant & Machinery ₹44.195 crore; indicative valuation, not final price.
• Valuation date 31 March 2026; methodology: Market Value and DRC.
• Valuation is indicative; final consideration to be determined after negotiations.
• Shareholders' approval under Section 180(1)(a) will be sought via Special Resolution at AGM.
• Sale/lease/monetisation of land and immovable assets contemplated; shareholders' approval via Special Resolution.

MOA/AOA amendments

• New MOA adopted, replacing the existing MOA; subject to AGM Special Resolution.
• Main Objects added: Commodity Trading and Real Estate/Infrastructure activities.
• New AOA adopted; subject to AGM Special Resolution.

AGM and governance

• Authorized Company Secretary/CFO to convene 36th AGM and issue Notice.
• Directors' Report for year ended 31 March 2026 approved.
• AGM date fixed for 18 September 2026.
• Notice of 36th AGM for FY2025-26 approved.
• Kamlesh M. Shah appointed Scrutinizer for AGM e-voting.

Plant status and going concern basis

• Iron & Steel Plant at Santej closed since August 2025 due to age and obsolescence.
• Management pursuing strategic alternatives to optimise asset utilisation.
• Regulatory disclosures under LODR provided in Annexure A.

Resignation details

• Name and designation: Ambalal Chitabhai Patel, Independent Director.
• Type of directorship: Independent Director.
• Effective date: closure of business hours on 13 July 2026.
• Reason for resignation: unavoidable personal reasons.
• There are no other material reasons beyond those disclosed.
• Board impact: Independent Director seat vacated on Shah Alloys board.
• Sadbhav Engineering Limited — Director.
• Sadbhav Infrastructure Project Limited — Director.
• Shree Rama Newsprint Limited — Audit Committee member.
• Nandan Denim Limited — Nomination & Remuneration Committee and CSR Committee member.

Dematerialisation processing and listing

• Dematerialisation requests processed; securities confirmed to depositories and listed on the exchange where earlier issues are listed.
• Physical dematerialisation certificates mutilated and cancelled after verification; depository name substituted as registered owner within timeline.