Company Overview

SAL Steel Limited (CIN: L29199GJ2003PLC043148) is a public company incorporated under the Companies Act, 1956, with its shares listed on both the National Stock Exchange (NSE Symbol: SALSTEEL) and BSE Limited (Scrip Code: 532604). The company is engaged in the manufacture of Sponge Iron and Ferro Chrome and has a 40 MW power generation facility based on waste heat recovery and fluidized-bed combustion, used principally for captive consumption.

Key Quantitative Figures

Financial Performance (₹ in Crores)

| Particulars | 31st March, 2026 | 31st March, 2025 |

| Total Revenues | 207.58 | 544.98 |

| Total Expenditure | 192.89 | 520.89 |

| Profit before interest, depreciation & tax | 14.69 | 24.09 |

| Depreciation and Interest | 31.17 | 27.24 |

| Profit/(Loss) before tax | (0.39) | (7.31) |

| Tax Expense/Deferred tax | (0.04) | (0.88) |

| Net Profit/(Loss) for the year | (0.35) | (6.42) |

| Total Comprehensive income | 0.25 | 0.12 |

| Balance Carried forward | 87.07 | 86.72 |

Operational Performance

  • Sponge-iron production: 54,875.56 MT (Previous year: 131,281 MT)
  • Ferro Chrome production: 5,081.59 MT (Previous year: 12,916 MT)
  • Sponge-iron sales: 56,194.30 MT (Previous year: 131,619 MT)
  • Ferro Chrome sales: 4,986.75 MT (Previous year: 12,444 MT)

Capital Structure Changes

  • Authorized share capital increased from ₹140 crore to ₹145 crore
  • Preferential allotment of 1,92,50,000 equity shares to Sree Metaliks Limited at ₹18 per share (including ₹8 premium) on October 30, 2025
  • Allotment of 3,57,50,000 warrants convertible into equity shares to Sree Metaliks Limited at ₹18 per warrant on October 30, 2025, fully converted on February 14, 2026
  • Issuance of 48,00,000 equity shares on warrant conversion on December 28, 2025
  • Subscribed and paid-up equity share capital increased from ₹84.97 crore to ₹144.77 crore

Significant Events and Dates

Change in Control

  • September 4, 2025: Share Purchase Agreement between existing promoters (Shah Alloys Limited and SAL Care Private Limited) and Sree Metaliks Limited
  • Sree Metaliks Limited acquired 57.51% of the company's equity share capital and became the controlling shareholder
  • Complete board reconstitution followed the change in control

Plant Operations

  • Plant shutdown between September 2025 and February 2026 for modification and management transition
  • This shutdown materially affected operations, resulting in lower production, sales and revenue

Management Changes

Director Appointments:
  • December 23, 2025: Mahesh Kumar Agarwal (Chairman and Managing Director), Kaustubh Agarwal (Managing Director), Hiren S Mahadevia (Independent Director)
  • February 14, 2026: Rajesh Mangal (Non-Executive Director), Anil Kumar Singh (Whole-time Director)
  • August 14, 2026: Monika Goyal (Independent Woman Director)
Resignations:
  • September 26, 2025: Shefali M Patel (Independent Director) - completion of tenure
  • December 23, 2025: Rajendra Kumar Shah (Non-Executive Director) - following acquisition
  • December 23, 2025: Mrinal Sinha (Whole-time Director) - personal reasons
  • February 14, 2026: Babulal M Singhal (Whole-time Director) - personal reasons
  • May 16, 2026: Mitesh V Jariwala (Independent Director) - personal reasons
Key Managerial Personnel Changes:
  • February 14, 2026: Radhika P Soni resigned as Company Secretary; Devilal J Shah appointed as Company Secretary & Compliance Officer
  • April 6, 2026: Babulal M Singhal resigned as CFO
  • July 1, 2026: Anil Kumar Singh appointed as CFO

23rd Annual General Meeting Details

  • Date: September 25, 2026
  • Time: 12:30 PM IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office at 604, Zion Z1, Near Avalon Hotel, Sindhubhawan Road, Bodakdev, Ahmedabad-380059

Agenda Items

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26 with reports of Directors and Auditors

2. Re-appointment of Mahesh Kumar Agarwal (DIN: 00168517) as director retiring by rotation

Special Business:

3. Ratification of remuneration payable to Cost Auditors (M/s. Ashish Bhavsar & Associates) for FY 2026-27

4. Regularization of Monika Goyal (DIN: 11881952) as additional director (Non-Executive Independent Woman Director)

Board of Directors (as of March 31, 2026)

  • Mahesh Kumar Agarwal (Chairman and Managing Director)
  • Kaustubh Agarwal (Managing Director)
  • Anil Kumar Singh (Whole-time Director)
  • Rajesh Mangal (Non-Executive Director)
  • Hiren S Mahadevia (Independent Director)
  • Bipin A. Gosalia (Independent Director)
  • Nipa Jairaj Shah (Independent Director)
  • Mitesh V Jariwala (Independent Director - resigned May 16, 2026)

Key Managerial Personnel

  • Anil Kumar Singh (CFO from July 1, 2026)
  • Devilal J Shah (Company Secretary & Compliance Officer from February 14, 2026)

Committee Composition

  • Audit Committee: Hiren S Mahadevia (Chairman), Bipin A. Gosalia, Rajesh Mangal, Shefali M. Patel
  • Nomination and Remuneration Committee: Hiren S Mahadevia (Chairman), Bipin A. Gosalia, Rajesh Mangal
  • Stakeholders' Relationship Committee: Hiren S Mahadevia (Chairman), Bipin A. Gosalia, Nipa Jiaraj Shah
  • CSR Committee: Hiren S Mahadevia (Chairman), Bipin A Gosalia, Mahesh Kumar Agarwal

Registered Office Change

  • Registered office changed to: 604, Zion Z1, Near Avalon Hotel, Sindhubhawan Road, Bodakdev, Ahmedabad-380059 (effective May 29, 2026)

Auditors and Advisors

  • Statutory Auditors: M/s. Parikh & Majmudar, Chartered Accountants
  • Secretarial Auditors: Kamlesh M. Shah & Co., Practicing Company Secretaries
  • Cost Auditors: M/s. Ashish Bhavsar & Associates, Cost Accountants (for FY 2026-27)
  • Internal Auditors: M/s NRPS & Associates LLP
  • Registrar and Share Transfer Agents: Kfin Technologies Limited

Financial Arrangements

Banking Relationships

  • Kotak Mahindra Bank
  • Yes Bank Limited
  • CSB Bank Limited

Borrowings and Facilities

  • Maintained ACUITE BBB+ rating with Stable outlook
  • ₹50 crore Axis Finance term loan disclosed
  • Working capital facilities from multiple banks

Regulatory and Compliance Matters

SEBI Compliance

  • The company complied with SEBI Listing Regulations subject to certain observations in secretarial audit report
  • Financial penalties imposed by exchanges for delayed trading approval applications
  • Advisory letter issued by NSE for non-compliance with lock-in period requirements for convertible warrants

Legal and Tax Matters

  • Various tax disputes pending with amounts under dispute totaling approximately ₹9,500 lakhs across customs, excise, VAT, GST, and income tax matters
  • No significant material orders passed by regulators or courts impacting going concern status

Shareholding Pattern

  • Promoters: 70.98% (Sree Metaliks Limited: 57.51%, Shah Alloys Limited: 13.47%)
  • Public holding: 29.02%
  • 99.85% shares held in dematerialized form

Forward-looking Statements

The Directors' report contains cautionary statements indicating that forward-looking statements are subject to known and unknown risks and uncertainties, and actual results may differ materially from those expressed. Important factors include global and domestic demand and supply conditions affecting selling prices, input availability and prices, changes in government regulations, tax laws, and economic developments.