As on: Sep 19, 2026 05:17 PM
Dear Members of Newmalayalam Steel Limited
Your Directors have pleasure in presenting the 09th Annual Report and Audited Financial Statements of the Company for the financial period ended 31st March, 2026.
The Company's financial performance for the period ended March 31, 2026 is summarized below:
(in Rs. Lakhs)
New Malayalam Steel Limited is a fast-growing manufacturer of Galvanised pipes, tubes, and sheets, catering to Kerala's construction and roofing sectors.
The Company during the period has earned a standalone net profit of Rs. 707.75 Lakhs and a consolidated net profit of Rs. 700.65 Lakhs.
The company earnings have improved immensely from last year and your Directors are hoping to improve the Company Net Earnings further in the upcoming future years.
The Company had applied for listing of its total equity shares to NSE and it has granted its approval vide 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 2025-26 have been paid.
On 07th November 2025, a subsidiary company with name and style as Prime NMS Private Limited with CIN: U25999KA2025PTC210682 having registered office at Aspeen South Gate N.H. 66, Hejamady Village, Kapu, Hejmadi, Udupi, Karnataka, India, 574103 was incorporated. Up on incorporation the company had a holding of 60% in the subsidiary company.
Pursuant to a right issue in the subsidiary company and subsequent allotment on 13th April 2026, the company acquired further shares. The company holds 91.76% shares in the subsidiary as on date of this report.
The details of subsidiary company in format "AOC-1" for the financial year 2025-26 is attached and marked as Annexure A.
During the period under review, no other company has become or ceased to be Company's subsidiary, joint venture or associate company.
The Company is not a subsidiary, associates or Joint Venture Company.
The position of share capital of the company as on 31.03.2026 is as follows:
There were no changes in the capital of the company during the period under review.
The gross proceeds from the IPO amounted to Rs. 4,176/- Lakhs. The utilisation of these proceeds, as at 31st March 2026, is as follows:
As per financials, the reserves & surplus of the Company as on 31st March, 2026 are as follows:
(Amount in Lakhs)
The Company has neither accepted nor renewed any deposits during the period under review
No dividend was proposed by the Board of Directors for the period as the Company is looking forward to retain the amounts for future growth of the Company.
There was no unclaimed dividend which was required to be transferred to Investor Education and Protection Fund.
On 07th November 2025, a subsidiary company with name and style as Prime NMS Private Limited with CIN: U25999KA2025PTC210682 having registered office at Aspeen South Gate N.H. 66, Hejamady Village, Kapu, Hejmadi, Udupi, Karnataka, India, 574103 was incorporated. Upon incorporation the company had a holding of 60% in the subsidiary company.
There were no other material changes or commitments during the period under review or post closure of the financial year.
There is no change in the nature of the business of the company.
The company has received demand order from Income Tax department against which the company has filed appeal. The details are provided in note number 29 of the standalone 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 company's operations in future.
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 ensures the orderly and efficient conduct of its business and adherence to the company's 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 Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organization's risk management with regard to the Internal Financial Control system.
Audit Committee meets regularly to review reports submitted by the Internal Auditor. The Audit Committee also meet the Company's 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.
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2025-2026 with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, all the related party transactions entered by the company were at arm's length basis and in the ordinary course of business. The details of the related party transactions entered during the year including the disclosure requirements under Part A of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the note 43 of the accompanying financial statements.
The details of such transactions are given in form AOC-2 attached with this report as Annexure B, 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 .
The Company has provided loans to related group company 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 43 of the financial statements.
The company has made a total investment of Rs. 1,56,00,000/- (Rupees One Crore and Fifty-Six Lakhs Only) to the subsidiary company for acquisition of equity shares.
During the period under review the company invested Rs. 6,00,000/- (Rupees Six Lakhs Only) and post closure of the financial year further investment of Rs. 1,50,00,000/- (Rupees One Crore and Fifty Lakhs Only) was made in the right issue.
The company has taken necessary approvals at the Board Meeting and General Meeting for the loans given and investments made and also, they are within the limits prescribed under Section 186.
Other than the above there were no other loans, guarantees or investments made under section 186.
The Board comprises the following Directors and Key Managerial Personnel as on the date of this Report:
Mr. Rahul Jain resigned from the position of Chief Financial Officer with effect from 29th October 2025.
The Board appointed Mr. Avinash P.V. as the Chief Financial Officer of the company with effect from 08th April 2026.
The company has not appointed any Independent Directors during the period under review. Thus, the statement regarding 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.
Mrs. Molly Varghese (DIN: 08279078), director retires by rotation and being eligible offers herself for re-appointment at the 09th Annual General Meeting of the Company.
During the period under review, the Board had met 7 times on the following dates:
The Independent Directors held their meeting on 30th August 2025.
The number of Board Meetings attended by each director during the financial period ended 31st March, 2026 is given below:
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.
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 .
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.
Your Company is committed to 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:
M/s. Kumar & Biju Associates LLP, Chartered Accountants (Firm Registration Number: 006113S/S200094), were appointed as the Statutory Auditors to hold office from the conclusion of 08th Annual General Meeting until the conclusion of the consecutive Sixth Annual General Meeting of the Company.
They continue to be statutory auditors of the company.
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 2025-26.
The Secretarial Audit Report in Form MR-3 is attached to this Boards' Report as Annexure C.
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 2025-26. He submitted his report to the Board.
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 2025-26. He submitted his report to the Board.
The report of the Statutory Auditor and Secretarial Auditor does not contain any qualification, reservation or adverse remarks which require explanation in the Board's Report.
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
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.
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 Company's 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:
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 - D and forms the part of this Annual Report.
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 - E and forms the part of this Annual Report.
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:
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.
During the Financial Year 5 (Five) Meetings of the Audit Committee were held on 29th May 2025, 11th July 2025, 30th August 2025, 11th November 2025 and 09th January 2026.
A Stakeholders Relationship Committee was constituted in terms of Section 178 of the Companies Act, 2013.
During the Financial Year 1 (One) Meeting of the Stakeholders Relationship Committee were held on 30th August 2025.
The Company has not received any complaints from the Shareholders during the period under review and hence there was no complaint pending as on 31st March, 2026.
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.
During the Financial Year 2 (Two) Meetings of the Nomination and Remuneration Committee were held on 29th May 2025 and 30th August 2025.
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.
During the Financial Year 2 (Two) Meetings of the Corporate Social Responsibility Committee were held on 11th July 2025 and 30th August 2025.
The IPO committee was dissolved at the board meeting held on 30th August 2025 since the objectives for which the IPO Committee was constituted have been substantially completed and that the Committee is no longer required to continue its functions.
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 is attached as Annexure F to the Board's report.
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.
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 organization's 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 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.
Details of complaints during the year is as follows:
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 respect 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.
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, 2026 and a declaration to this effect signed by the Chairman and Managing Director forms part of this Report.
The Company has complied with respect to compliance of Maternity Benefits Act, 1961 wherever applicable.
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.
None.
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 Board's 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.
As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board's Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board's report in accordance with sub section (3) of section 92 of the Companies Act, 2013.
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, 2026, on its website at .
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 Company's website .
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:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Neither the Managing Director nor the Whole Time Directors of the Company receive any commission.
Voluntary revision as per Section 131 of the Companies Act, 2013.
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.
The Company has complied with respect to compliance of Secretarial Standard wherever applicable.
Your Directors place on record their appreciation of the co-operation and assistance received from the Company's 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.
This is to confirm that the Board of Director of the Company has laid down a Code of Conduct for its Members and Senior Management Personnel of the Company. The same has also been posted on the Company's website. It is further confirmed that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the Financial Year ended March 31, 2026 as envisaged in the listing Agreement with Stock Exchange.
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Names of subsidiaries which are yet to commence operations: NIL
Number of subsidiaries which have been liquidated or have ceased to be a subsidiary during the year: NIL
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Names of associates or joint ventures which are yet to commence operations: NIL
Names of associates or joint ventures which have been liquidated or sold during the year: NIL
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.
There are no transactions entered by the Company that are not at Arm's length basis
(In Rs. Lakhs)
Click here to visit SEBI Scores