Newmalayalam Steel Ltd Directors Report

Dear Members of Newmalayalam Steel Limited

(Formerly known as Newmalayalam Steel Private Limited),

Your Directors have pleasure in presenting the 08th Annual Report and Audited Financial Statements of the Company for the financial period ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

The Companys financial performance for the period ended March 31, 2025 is summarized below:

(in Lakhs)

Particulars	Period ended 31.03.2025	Period ended 31.03.2024
	Amount in Rupees	Amount in Rupees
Revenue from Operations	30,416.43	30,016.06
Other Income	420.12	298.74
Total Income	30,836.55	30,314.80
Total Expenses	30,234.91	29,747.79
Profit/(Loss) before Tax	601.64	567.02
Tax Expenses - Deferred Tax	160.66	140.16
Profit/(Loss) after Tax	440.98	426.86

2. STATE OF COMPANYS AFFAIRS

Your Company is engaged in the business of manufacture and sale of Galvanized Steel Pipes and Sheets.

The Company during the period has earned a net profit of Rs. 440.98 Lakhs.

Though the company earnings have improved immensely from last year, the expenses have also increased considerably.

Your Directors are hoping to improve the Company Net Earnings in the upcoming future years.

3. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Company was originally incorporated as Private Company and the Company was converted into a Public Limited Company vide special resolution passed in the Members meeting held on 19th December, 2023 and the name of the Company changed from Newmalayalam Steel Private Limited to Newmalayalam Steel Limited with effect from 01st February, 2024.

The Board of Directors had, in its meeting held on 14th February, 2024, proposed the Initial Public Offer of up to 46,40,000 equity shares. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on 15th February, 2024.

The Board of Directors appointed Khandwala Securities Limited as Lead Manager and KFin Technologies Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company applied to National Stock Exchange of India Limited (NSE) for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, 08th August, 2024, granted its In- Principle Approval to the Company.

The Company had filed a Prospectus to the Registrar of the Company, Kochi on 24th December, 2024. The Public Issue was opened on Thursday, 19th December, 2024 and closed on Monday, 23rd December, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on 24th December, 2024. The Company has applied for listing of its total equity shares to NSE and it has granted its approval via its trading approval letter dated 26th December, 2024. The trading of equity shares of the Company commenced on 27th December, 2024 at NSE Emerge Platform.

The Equity Shares of the Company are listed on the NSE Emerge Platform. The Company confirms that the annual listing fees to the stock exchange for FY 2024-25 have been paid.

This listing provides an opportunity for increased visibility and liquidity for the Companys shares.

4. subsidiary/ jv/ associate companies

The company has no subsidiary, associates or joint venture.

During the period under review, no company has become or ceased to be Companys subsidiary, joint venture or associate company.

5. HOLDING COMPANY

The Company is not a subsidiary, associates or Joint Venture Company.

6. CHANGES IN SHARE CAPITAL AUTHORISED SHARE CAPITAL

The Authorised Capital of the Company as on 31st March, 2025 is Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs. 10/- each.

ISSUED. SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at Rs. 17,28,76,000/- (Rupees Seventeen Crores Twenty-Eight Lakhs Seventy-Six Thousand Only) consisting of 1,72,87,600 (One Crore Seventy-Two Lakhs Eighty-Seven Thousand and Six Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on 24th December, 2024, has allotted total 46,40,000 Equity Shares Rs. 10/- each at price of Rs. 90/- per Equity Share (Including a share premium of ^80/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

7. UTILIZATION OF IPO PROCEEDS

The gross proceeds from the IPO amounted to Rs. 4,176/- Lakhs. The utilisation of these proceeds, as at 31st March 2025. is as follows:

Nature of Allocation	Allocation as per RHP for FY 2024-25 (in Lakhs)	Actual Allocation (in Lakhs)
Advertising, Marketing & Brand Building	350.00	349.08
Civil Construction	255.95	197.05
IPO Expenses	437.05	428.30
IT/Technological Upgradation of Manufacturing	287.62	287.62
Solar Plant	159.33	159.33
Working Capital	1.000 00	1.400.00
General Corporate Purposes	900.00	900.00
Total	3,389.95	3,721.38

An additional amount of Rs. 400 Lakhs has been utilized towards Working Capital over and above the originally allocated amount which was approved by the Board through resolution passed on 25th January, 2025.

8. RESERVES

As per financials, the reserves & surplus of the Company as on 31st March, 2025 are as follows:

(Amount in Lakhs)

Sr. No.	Particulars	31.03.2025
1.	Balance at the beginning of the year	2,782.38
2.	Current Years Profit / Loss	440.98
3.	Amount of Securities Premium added during the year	3,712.00
4.	Less IPO Expenses Amortization	(829.83)
Total	6,105.53

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the period under review.

10. DIVIDEND

No dividend was proposed by the Board of Directors for the period as the Company is looking forward to retaining the amounts for future growth of the Company.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unclaimed dividend which was required to be transferred to the Investor Education and Protection Fund.

12. MATERIAL CHANGES AND COMMITMENT

During the year, there have been significant material changes and commitments that have had an impact on the financial position of the Company. The following changes and commitments are worth noting:

1. FILING OF DRAFT RED HERRING PROSPECTUS: The Company has filed Draft Red Herring Prospectus on 23rd April, 2024 with Emerge Platform of National Stock Exchange Limited.

2. FILING OF PROSPECTUS: The Company has filed a Prospectus on 24th December, 2024 with Emerge Platform of National Stock Exchange Limited.

3. LISTING ON EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE (NSE): The Companys securities have been listed on the EMERGE Platform of National Stock Exchange (NSE), effective from 27th December, 2024. This listing provides an opportunity for increased visibility and liquidity for the Companys shares.

These material changes and commitments have had a significant impact on the financial position of the Company, enhancing its capital structure and providing opportunities for growth and development. The Directors are confident that these actions will contribute to the long-term success and prosperity of the Company.

13. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the company.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

The company has received a demand order from the Income Tax department against which the company has filed an appeal. The details are provided in note number 27 of the financial statement.

During the period under review, there were no other significant and material orders passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has identified internal financial controls which impacts the financial statements and adopted the procedures for ensuring adherence to applicable laws, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The policies and procedures adopted by the company to ensure the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditor and the Management continuously monitors the efficacy of the Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk management with regard to the Internal Financial Control system.

The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meets the Companys Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2024-2025 with related parties were in the ordinary course of business and on an arms length basis. During the year under review, the Company has not entered into any contract or arrangement or transaction with related parties as per section 188(1) of the Act, which could be considered a material transaction and all the related party transactions entered by the company during the financial year were at arms length basis and in the ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

The details of such transactions are given in form AOC-2 attached with this report as Annexure A, which forms part of this Integrated Annual Report.

The Company has adopted a policy on materiality of related party transactions and on dealing with Related Party Transactions and the same is disclosed on the website of the Company and can be accessed at www.demacsteel.com.

17. LOANS, GUARANTEES OR INVESTMENTS

The Company has provided loans to related group companies in pursuance to Section 186 of the Companies Act, 2013. The loans were utilized by the group companies for principal business activities. The details of the loans are provided at Note number 42 of the financial statements.

The company has taken necessary approvals at the Board Meeting and General Meeting for the loans given.

Other than the above there were no other loans, guarantees or investments made under section 186.

18. DIRECTORS, CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board comprises the following Directors and Key Managerial Personnel as on the date of this Report:

Sl. No. Name	Designation
1. Mr. Mahendra Kumar Jain	Chairman and Executive Director
2. Mr. Varghese Vazhappily Davis	Managing Director
3. Mrs. Molly Varghese	Whole-time director
4. Mr. Vazhappilly Varghese Cyriac	Whole-time director
5. Mr. Divyakumar Jain	Executive Director
6. Mrs. Suman Jain	Non-Executive Director
7. Mr. Jijo Maliyakkal	Independent Director
8. Mr. Veliyath Antony Davies	Independent Director
9. Mr.Rahul Mamman Abraham	Independent Director
10. Mr. Shravan Kannan Dev	Company Secretary
11. Mr. Rahul Jain	Chief Financial Officer

There were no changes in the directors and key managerial personnel during the period under review.

The company has not appointed any Independent Directors during the period under review. Thus, the statement regarding the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year is not applicable.

Mr. Vazhappilly Varghese Cyriac (DIN: 07763663), director retires by rotation and being eligible offers himself for re-appointment at the 08th Annual General Meeting of the Company scheduled to be held on 26th September, 2025.

During the period under review, the Board had met 19 times on the following dates:

Sl. No	Date	Number of Directors present
1.	05th April 2024	7
2.	23rd April 2024	7
3.	22nd May 2024	7
4.	28th May 2024	8
5.	19th June 2024	8
6.	27th June 2024	7
7.	17th July 2024	8
8.	01st August 2024	8
9.	30th August 2024	8
10.	11th Septe mber 2024	8
11.	08th October 2024	7
12.	08th November 2024	8
13.	16th November 2024	8
14.	12th December 2024	9
15.	24th December 2024 (11.30 a.m.)	8
16.	24th December 2024 (6.00 p.m.)	8
17.	26th December 2024	9
18.	25th January 2025	8
19.	19th March 2025	9

The Independent Directors held their meeting on 30th August 2024.

The number of Board Meetings attended by each director during the financial period ended 31st March, 2025 is given below:

Name of Director	Number of meetings
	Held during the tenure	Attended during the tenure
Mr. Mahendra Kumar Jain	19	19
Mr. Varghese Vazhappily Davis	19	19
Mrs. Molly Varghese	19	19
Mr. Vazhappilly Varghese Cyriac	19	19
Mr. Divyakumar Jain	19	10
Mrs. Suman Jain	19	19
Mr. Jijo Maliyakkal	19	19
Mr. Veliyath Antony Davies	19	19
Mr. Rahul Mamman Abraham	19	7

20. INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from Mr. Jijo Maliyakkal (DIN: 10434545), Mr. Veliyath Antony Davies (DIN: 08329772) and Mr. Rahul Mamman Abraham (DIN: 03284826) being Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, and they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013.

21. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the Provisions of section 178 of the Companies Act 2013 the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.demacsteel.com.

The management of the Company is immensely benefitted from the guidance, support and mature advice from the members of the Board of Directors who are also members of the various Committees. The Board consists of the director possessing diverse skills, rich experience to enhance the quality performance of its Directors.

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws.

22. VIGIL MECHANISM

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in Compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The policy is available on the website of the Company and can be accessed through the Web Link:

https://demacsteel.com/wp-content/uploads/2024/03/Whistle-Blower-Policy.pdf

23. AUDITORS STATUTORY AUDITOR

M/s Kutty & Associates, Chartered Accountants (FRN:001640S), were appointed as the Statutory Auditors of the Company at the 6th Annual General Meeting to hold office for a period of Five (5) consecutive financial years from 2022-23 to 2027-28. They tendered their resignation as Statutory Auditors of the Company on 20th February, 2025.

In this regard, after obtaining their consent and eligibility certificate under Section 139(l) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 19th March, 2025, on the recommendation of the Audit Committee appointed M/s. Kumar & Biju Associates LLP, Chartered Accountants (Firm Registration Number: 006113S/S200094) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to

fill the casual vacancy consequent to the resignation of M/s Kutty & Associates, Chartered Accountants.

The auditors may be appointed for the financial years from 2025-26 to 2029-30 until their term of office. Therefore, in the upcoming Annual general Meeting of the Company, the Board proposes M/s. Kumar & Biju Associates LLP, Chartered Accountants (Firm Registration Number: 006113S/S200094), to be appointed as the Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the consecutive Sixth Annual General Meeting of the Company.

The auditors have confirmed that they are eligible under section 139 and Section 141 of the Companies Act, 2013 for appointment for FY 2025-26. Accordingly, the appointment of M/s. Kumar & Biju Associates LLP, Chartered Accountants (Firm Registration Number: 006113S/S200094), as statutory auditors of the Company, is placed for consideration by the members at the forthcoming Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shanu Mata and Associates, Practicing Company Secretaries (FCS: 12161, CP: 17999), were appointed as secretarial auditor of the Company for the Financial Year 2024-25.

The Secretarial Audit Report in Form MR-3 is attached to this Boards Report as Annexure B

INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, Mr. Suresh Babu is appointed as an Internal Auditor of the Company, for the Financial Year 2024-25. He submitted his report to the Board.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013, m/s Rosh & Associates, Cost Accountants (Firm Registration Number: 004211) is appointed as Cost Auditor of the Company, for the Financial Year 2024-25. He submitted his report to the Board.

24. AUDITORS REPORT / SECRETARIAL AUDIT REPORT

The report of the Statutory Auditor and Secretarial Auditor does not contain any qualification, reservation or adverse remarks which require explanation in the Boards Report.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government

26. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

During the Financial Year 2024-2025, the Company got listed its specified securities on the EMERGE Platform of NSE therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Annual Report.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prevention of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

The code is available on the website of the Company and can be accessed through the Web Link:

https://demacsteel.com/wp-content/uploads/2024/03/Prohibition-of-Insider -T rading-Policy.pdf

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure - C and forms the part of this Annual Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as follows;

Conservation Of Energy:

Every effort has been taken to utilize the energy most efficiently. The company is using solar energy for its operations to reduce usage of other sources which may cause adverse impact to the environment. The company focuses on responsible sourcing, energy efficiency, and waste reduction to minimize its environmental impact.

Technology Absorption:

During the period under review there was no major technology absorption undertaken by the company.

During the year foreign exchange earnings and outflow is as follows:

(in Rs. Lakhs)

Foreign exchange earned in terms of actual inflows	NIL
Foreign exchange outgo in terms of actual outflows	11,965.42

30. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure - D and forms the part of this Annual Report.

31. DISCLOSURES OF COMMITTEES OF THE BOARD

The Company has constituted several committees with effect from 14th February, 2024, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provision of Companies act, 2013 composition of different Committees are as follows:

31.1. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (the Act). The Composition of the Audit Committee is in conformity with the provisions of the said section.

Name of the Director	Status in Committee	Nature of Directorship
Veliyath Antony Davies	Chairman	Independent Director
Jijo Maliyakkal	Member	Independent Director
Divyakumar Jain	Member	Executive Director

During the Financial Year 8 (Eight) Meetings of the Audit Committee were held on 05th April 2024, 01st August 2024, 30th August 2024, 11th September 2024, 08th October 2024, 12th October 2024, 24th December 2024 and 04th March 2025.

31.2. STAKEHOLDER RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee was constituted in terms of Section 178 of the Companies Act, 2013.

Name of the Director	Status in Committee	Nature of Directorship
Rahul Mamman Abraham	Chairman	Independent Director
Varghese Vazhappily Davis	Member	Managing Director
Vazhappilly Varghese Cyriac	Member	Whole Time Director

During the Financial Year 1 (One) Meeting of the Stakeholders Relationship Committee was held on 19th March 2025.

Also, during the year, the Company had received two complaints from the Shareholders. Both the complaints were resolved. There was no complaint pending as on 31st March, 2025.

31.3. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

Name of the Director	Status in Committee	Nature of Directorship
Jijo Maliyakkal	Chairman	Independent Director
Veliyath Antony Davies	Member	Independent Director
Rahul Mamman Abraham	Member	Independent Director

During the Financial Year 2 (Two) Meetings of the Nomination and Remuneration Committee were held on 30th August 2024 and 16th November 2024.

31.4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 135 of the Act.

Name of the Members	Status in Committee	Nature of Directorship
Varghese Vazhappily Davis	Chairman	Managing Director
Rahul Mamman Abraham	Member	Independent Director
Mahendra Kumar Jain	Member	Chairman & Executive Director

During the Financial Year 3 (Three) Meetings of the Corporate Social Responsibility Committee were held on 05th April 2024, 30th August 2024 and 19th March 2025.

31.5. IPO COMMITTEE:

The IPO Committee has been constituted for the purpose of taking all necessary steps in relation to the Initial Public Offer of the Company.

Name of the Members	Status in Committee	Nature of Directorship
Varghese Vazhappily Davis	Chairman	Managing Director
Vazhappilly Varghese Cyriac	Member	Whole Time Director
Divyakumar Jain	Member	Executive Director

32. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Section 135 of the Companies Act, 2013 relating to development and implementation of Corporate Social Responsibility Policy are applicable to the Company.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are attached as Annexure E to the Boards report.

33. MAINTENANCE OF COST RECORDS

The provisions of Section 148(1) of the Companies Act, 2013 relating to Cost Records of the Company are applicable to the Company and are maintained properly. The company has appointed a cost auditor for auditing the cost records as required under relevant provisions.

34. RISK MANAGEMENT POLICY

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Directors. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Board of Directors has formulated a Risk Management Policy which is in Compliance with the provisions of Section 134 (3) of the Companies Act, 2013.

The policy is available on the website of the Company and can be accessed through the Web Link:

https://demacsteel.com/wp-content/uploads/2024/03/Risk-Management-Po

licy.pdf

35. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Board of Directors has formulated a Policy on Prevention of Sexual Harassment.

The policy is available on the website of the Company and can be accessed through the Web Link:

https://demacsteel.com/wp-content/uploads/2024/03/Prevention-of-Sexual

-Harrassment-Policy-done.pdf

Details of complaints during the year is as follows:

Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

36. FINANCIAL STATEMENTS

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these Financial Statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The Financial Statements have been prepared on an accrual basis and under the historical cost convention.

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

37. COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Companies Act, the Company has framed and adopted a code of conduct and ethics (the code). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31, 2025 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.

38. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company has complied with respect to compliance of Maternity Benefits Act, 1961 wherever applicable.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor is any proceeding pending against the company as per the provisions of the Insolvency and Bankruptcy Code, 2016 during the period under review.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS

None.

41. BOARD EVALUATION

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

42. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at www.demacsteel.com.

43. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted all the required policies which are applicable to the Company and are available on the Companys website www.demacsteel.com.

44. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Neither the Managing Director nor the Whole Time Directors of the Company receive any commission.

3. Voluntary revision as per Section 131 of the Companies Act, 2013.

45. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit of the company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

46. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with respect to compliance of the Secretarial Standard wherever applicable.

47. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation and assistance received from the Companys shareholders during the period under review.

Your Directors would also like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government Authorities, customers and vendors during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the employees, executives, officers and staff, which enables the Company to deliver a good performance.

For and on behalf of the Board of Directors of Newmalayalam Steel Limited
Date: 30.08.2025
Place: Thrissur
SD/-	sd/-
Mr. Varghese Vazhappily Davis	Mr. Mahendra Kumar Jain
Managing Director	Chairman and Director
DIN: 07763636	DIN: 01689078