Annual General Meeting Details

  • Meeting Date: Friday, October 30, 2026 at 03:30 PM IST
  • Mode: Video Conference/Other Audio Visual Means
  • Remote e-voting Period: Tuesday, October 27, 2026 (9:00 AM IST) to Thursday, October 29, 2026 (5:00 PM IST)
  • Record Date: Friday, October 23, 2026
  • Register of Members Closure: Saturday, October 24, 2026 to Friday, October 30, 2026 (both days inclusive)
  • Electronic Communication: Notice and Annual Report sent electronically to members with registered email addresses
  • Physical Copies: Available on request by members
  • Access: Documents available at www.shah-construction.in and www.bseindia.com

Ordinary Business Agenda Items

1. Adoption of Financial Statements FY 2025-26

  • To receive, consider and adopt Audited Financial Statements for year ended March 31, 2026
  • Includes Reports of Board of Directors and Auditors
  • Ordinary Resolution required

2. Re-appointment of Director Retiring by Rotation

  • Mr. Sanjay Damji Shah (DIN: 00292226) retires by rotation and offers himself for re-appointment
  • Director since February 22, 2008
  • Qualification: B.Com
  • Experience: 37+ years in construction, strategic planning, business development in real estate
  • Shareholding: 15,670 equity shares (9.72%)
  • Board Meeting Attendance: 4 out of 4 meetings in FY26
  • Holds 18 other directorships including Good Value Builders Private Limited, Anchor Consumer Products Private Limited, etc.
  • Ordinary Resolution required

3. Re-appointment of Statutory Auditors

  • M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W)
  • Proposed for second term of five consecutive years
  • Term: From conclusion of 78th AGM until conclusion of 83rd AGM in year 2031
  • Remuneration to be determined by Board in consultation with auditors
  • Currently serving first term appointed at 73rd AGM held on September 30, 2021
  • Ordinary Resolution required

4. Adoption of Financial Statements FY 2024-25

  • To receive, consider and adopt Audited Financial Statements for year ended March 31, 2025
  • Includes Reports of Board of Directors and Auditors
  • Ordinary Resolution required

Special Business Agenda Items

5. Re-appointment of Independent Director

  • Mr. Hitesh Popatlal Sangoi (DIN: 00507189) as Non-Executive, Independent Director
  • Proposed for second term of five consecutive years
  • Term: From conclusion of 78th AGM until conclusion of 83rd AGM in year 2031
  • Current term expires at conclusion of ensuing AGM
  • First appointed on June 30, 2021
  • Qualification: B.Com
  • Experience: 25+ years in product development and marketing
  • No shareholding in company
  • Board Meeting Attendance: 4 out of 4 meetings in FY26
  • Special Resolution required

Financial Performance Highlights (₹ in Lakhs)

FY 2025-26 Results:

  • Revenue from Operations: 524.39 (FY25: 371.30)
  • Other Income: 247.35 (FY25: 242.57)
  • Total Income: 771.73 (FY25: 613.87)
  • Employee Benefits Expense: 107.72 (FY25: 70.58)
  • Finance Costs: 534.79 (FY25: 491.98)
  • Depreciation Expense: 8.74 (FY25: 10.75)
  • Other Expenses: 302.17 (FY25: 306.70)
  • Total Expenses: 953.42 (FY25: 880.01)
  • Loss Before Tax: (181.68) (FY25: (266.14))
  • Income Tax for Earlier Years: (6.32) (FY25: 2.93)
  • Net Loss for Year: (175.36) (FY25: (269.07))
  • Other Comprehensive Income: (2.27) (FY25: 0.80)
  • Total Comprehensive Income: (177.63) (FY25: (268.27))
  • Basic EPS: (110.16) (FY25: (166.37))
  • Diluted EPS: (110.16) (FY25: (166.37))

Balance Sheet Position (as at March 31, 2026):

  • Total Assets: ₹8,394.14 lakhs (FY25: ₹8,167.16 lakhs)
  • Property, Plant and Equipment: ₹5,530.87 lakhs (FY25: ₹5,531.31 lakhs)
  • Inventories: ₹2,035.94 lakhs (unchanged from FY25)
  • Trade Receivables: ₹352.01 lakhs (FY25: ₹279.88 lakhs)
  • Cash and Cash Equivalents: ₹248.11 lakhs (FY25: ₹21.92 lakhs)
  • Total Equity: Negative ₹9,568.44 lakhs (FY25: Negative ₹9,390.80 lakhs)
  • Equity Share Capital: ₹161.25 lakhs (unchanged)
  • Other Equity: Negative ₹9,729.69 lakhs (FY25: Negative ₹9,552.05 lakhs)
  • Borrowings (Non-current): ₹4,820.00 lakhs (unchanged - preference shares)
  • Borrowings (Current): ₹6,880.01 lakhs (FY25: ₹6,424.26 lakhs) - primarily from related parties
  • Current Liabilities: ₹13,061.46 lakhs (FY25: ₹12,601.91 lakhs)

Key Management Personnel

  • Company Secretary & Compliance Officer: Ms. Apeksha Jenil Shah (Membership No. A66196)
  • Chief Financial Officer: Mr. Mahendra Khodabhai Savaliya
  • Statutory Auditors: M/s. Mittal & Associates, Chartered Accountants
  • Secretarial Auditors: M/s. D. Kothari & Associates, Company Secretaries
  • Registrar & Share Transfer Agent: Purva Sharegistry (India) Private Limited

Board of Directors

1. Mr. Mehul Jadavji Shah - Chairman Director

2. Mr. Dinesh Keshardeo Poddar - Non-Executive Director

3. Mr. Sanjay Damji Shah - Non-Executive Director

4. Mrs. Jaywanti Jadavji Shah - Non-Executive Director

5. Mr. Hitesh Popatlal Sangoi - Non-Executive & Independent Director

6. Mr. Ravindra Kanji Myatra - Non-Executive & Independent Director

Regulatory and Compliance Issues

Secretarial Audit Qualifications:

1. Non-compliance with Regulation 31(2) of SEBI LODR: Promoter shareholding not dematerialized

2. Fines imposed:

  • ₹ fine for non-submission of shareholder complaints statement for Q2 FY25
  • ₹ fine for delay in furnishing prior intimation about board meeting held on August 13, 2025

3. Non-compliance with Section 203 of Companies Act, 2013: Failure to appoint Managing Director/CEO/Whole-time Director

Significant Regulatory Matters:

1. Collector Mumbai Demand: ₹44,59,26,500 for change of land use from industrial to commercial/residential

  • Amount paid: ₹9,40,29,060
  • Outstanding: ₹35,18,97,440 + interest
  • Recovery threat through compulsory remedy scheme under Maharashtra Land Revenue Act 1996
  • Company's properties attached and current bank account attached

2. Preference Share Redemption:

  • 48,20,000 - 0.1% Cumulative Redeemable Preference Shares (face value ₹100 each)
  • Aggregate value: ₹48,20,00,000
  • Originally due for redemption on May 14, 2025
  • Extended for 6 years until May 14, 2031 due to insufficient profits

3. Litigation:

  • Commercial Suit No. 12 of 2026 filed by Mr. Sanjay Damji Shah and Ms. Heena Sanjay Shah
  • Against Company, directors, promoter shareholders and Sheth Homes Private Limited
  • Seeking to set aside Development Management Agreement dated September 30, 2025
  • Bombay High Court temporary stay on implementation of agreement (Order dated October 14, 2025)
  • Jurisdiction challenges pending, next hearing August 10, 2026

Corporate Governance Details

Board Meetings Held in FY26:

1. May 29, 2025

2. August 13, 2025

3. November 14, 2025

4. February 12, 2026

Committee Composition:

Audit Committee:

  • Mr. Hitesh Popatlal Sangoi (Chairman) - attended 3 of 4 meetings
  • Mr. Dinesh Keshardeo Poddar (Member) - attended 4 of 4 meetings
  • Mr. Ravindra Kanji Myatra (Member) - attended 4 of 4 meetings

Nomination & Remuneration Committee:

  • Mr. Hitesh Popatlal Sangoi (Chairman) - attended 0 of 1 meeting
  • Mr. Ravindra Kanji Myatra (Member) - attended 1 of 1 meeting
  • Mr. Dinesh Keshardeo Poddar (Member) - attended 1 of 1 meeting

Stakeholders Relationship Committee:

  • Mr. Hitesh Popatlal Sangoi (Chairman) - attended 0 of 1 meeting
  • Mr. Ravindra Kanji Myatra (Member) - attended 1 of 1 meeting
  • Mr. Dinesh Keshardeo Poddar (Member) - attended 1 of 1 meeting

Independent Directors Meeting:

  • Held on February 12, 2026
  • Mr. Hitesh Popatlal Sangoi (Chairman) - attended 1 of 1 meeting
  • Mr. Ravindra Kanji Myatra (Member) - attended 1 of 1 meeting

Share Capital Structure

  • Authorized Equity Capital: 180,000 shares of ₹100 each (₹180.00 lakhs)
  • Issued, Subscribed & Paid-up: 161,250 shares of ₹100 each (₹161.25 lakhs)
  • Promoter Holding: Approximately 73.67% of paid-up capital
  • Major Shareholders:
  • Mrs. Shantaben D. Shah: 31,004 shares (19.23%)
  • Mr. Mehul J. Shah: 30,706 shares (19.04%)
  • Mr. Sanjay D. Shah: 15,670 shares (9.72%)
  • Mr. Hemang J. Shah: 15,688 shares (9.73%)
  • Smt. Kanan H. Shah: 13,110 shares (8.13%)
  • Mrs. Heena Sanjay Shah: 12,608 shares (7.82%)

Going Concern Assessment

The Company has negative net worth of ₹9,568.44 lakhs and current liabilities exceed current assets by ₹10,416.34 lakhs. Total borrowings are ₹11,700.01 lakhs, including current borrowings of ₹6,880.01 lakhs. Management believes the company can continue as a going concern based on the realizable value of immovable properties being significantly higher than financial obligations.

Dividend Declaration

No dividend recommended for FY 2025-26 due to losses incurred.

Other Significant Disclosures

  • No deposits accepted from public under Section 73 of Companies Act, 2013
  • No material changes affecting financial position between year-end and report date
  • No frauds reported by statutory auditors under Section 143(12)
  • No cases reported under Sexual Harassment of Women at Workplace Act, 2013
  • Market Capitalization: ₹97.94 lakhs (unchanged from FY25)
  • PE Ratio: (0.55) (FY25: (0.36))
  • Shares not ordinarily traded on BSE