Directors Report of Steel City Securities Ltd.

Mar 31, 2026

Your Directors have pleasure in presenting the Thirty Second Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2026 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2026

31.03.2025

31.03.2026

31.03.2025

Gross Income

6609.58

6976.64

6675.20

6995.44

Expenditure

4538.29

4564.32

4556.05

4564.47

Profit/ loss before Depreciation , Finance Costs, Exceptional Items & Taxation

2071.29

2412.32

2119.15

2430.97

Less: Depreciation

89.39

97.37

90.73

98.80

Profit/ loss after Depreciation and before Finance Costs, Exceptional Items & Taxation

1981.90

2314.95

2028.42

2332.17

Less: Finance Costs

90.24

122.35

90.24

122.35

Profit/ loss before Exceptional Items & Taxation

1891.66

2192.60

1938.18

2209.82

Add/ (Less): Exceptional Items

0.00

0.00

0.00

0.00

Profit/ loss before taxation

1891.66

2192.60

1938.18

2209.82

Less: Provision for Taxation For earlier years For current year Deferred Tax Liability

(2.55)

505.51

(16.07)

10.09

562.24

(1.94)

(3.00)

515.08

(17.33)

9.91

564.11

(0.60)

Net Profit after Taxation

1404.77

1622.21

1443.43

1636.39

Add: Share of Profit in Associate

-

-

(14.55)

78.84

Add: Other Comprehensive Income for the year

16.63

(4.90)

16.63

(4.90)

Profit after Tax after Share of Profit in Associate and Comprehensive Income

1421.40

1617.31

1445.51

1710.33

Less: Minority Interest

-

-

-

-

Profit for the Year

1421.40

1617.31

1445.51

1710.33

Basic (EPS)

9.41

10.71

9.57

11.32

Diluted (EPS)

9.41

10.71

9.57

11.32

Opening Balance of Retained Earnings

7091.13

6240.33

8604.76

7667.00

Closing Balance of Retained Earnings

7772.41

7091.13

9305.06

8640.23

2. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors proposes to transfer an amount of Rs. 140.48 Lakhs to General Reserve for the Financial Year 2025-26.

3. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 22nd day of August, 2025 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 1st day of December, 2025 and declared 3rd Interim Dividend @10% for every Equity Share of Rs. 10/- each at their meeting held on 26th February, 2026 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial position of the Company. On the whole the Company has declared a dividend of Rs. 4.00/- i.e, @40% for every Equity Share of Rs.10/- each for the Financial Year 2025-26.

4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:i. Standalone:

During the year under review, the Company has recorded an Income of Rs.6609.58 Lakhs as compared to the previous year amount of Rs. 6976.64 Lakhs. The Expenditure incurred before depreciation during the year was Rs.4628.53 Lakhs as against the amount of Rs. 4686.67 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs.89.39 Lakhs and Rs.486.89 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 97.37 Lakhs and Rs. 570.39 Lakhs respectively. Hence, the Company has earned a Net Profit of 1421.40 Lakhs as compared to the previous year amount of Rs. 1617.31 Lakhs. The Board has taken all necessary steps to expand its activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2025-26. The Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs. 6675.20 Lakhs as compared to the previous year amount of Rs. 6995.44 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4646.29 Lakhs as against the amount of Rs. 4686.82 Lakhs during the previous year. The depreciation and provision

for taxes provided during the year were Rs. 90.73 Lakhs and Rs. 494.75 Lakhs respectively as compared to the depreciation and provision for taxes provided for the previous year were Rs. 98.80 Lakhs and Rs. 57.43 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1445.51 Lakhs as compared to the previous year amount of Rs. 1710.33 Lakhs.

ii. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the Financial Year 2025-26.

iii. CHANGE IN ACCOUNTING POLICIES:

The financial statements for the F. Y. 2025-26 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.

iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There were no material changes and commitments occurred since the end of the Financial Year till the date of the report.

v. MILESTONES ACHIEVED:

The Company has further expanded its presence by opening a new branch office in Patna, Bihar, thereby extending its operations to Eastern India.

The Company, through its wholly owned subsidiary, M/s. Steel City Commodities Private Limited, has acquired a site measuring 555 square yards at Rajendra Nagar, Visakhapatnam. It has successfully completed the construction of a five-storeyed building with a built-up area of approximately 18,000 square feet.

The newly constructed building has been leased to Sri Viswa Educational Institutions, thereby enabling the Company to diversify its sources of income.

VI. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2026, out of the Company’s total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 53,300 Equity Shares are in physical form and the remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of dematerialization.

vi. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2026:Indian Stock Market Outlook - 2026

The Indian stock market in 2026 continues to navigate a phase of consolidation following

the correction witnessed in 2025. After reaching record highs in previous years, the market experienced volatility-driven adjustments, offering investors an opportunity to reassess long-term growth prospects. This phase of stabilization is essential for building a stronger and more sustainable foundation for future expansion.

A Stabilizing Market Environment

The correction that began as profit booking in FY24 extended through 2025, impacting benchmark and broader indices. The Nifty 50 and Sensex saw corrections of approximately 13% and 12%, respectively, while mid-cap and small-cap indices experienced sharper declines. However, as 2026 progresses, markets are showing signs of stabilization, supported by improved valuations and renewed investor confidence.

This transition phase is fostering a healthier investment environment, enabling longterm investors to accumulate fundamentally strong companies at more reasonable price levels.

Corporate Earnings and Economic Growth

Corporate earnings have gradually aligned with realistic growth expectations, contributing to more sustainable valuations. India’s GDP is projected to grow at approximately 6.7% in 2026, reinforcing its position as one of the fastest-growing major economies globally. The moderation seen in earlier periods reflects a normalization rather than a structural slowdown.

Government’s Strategic Initiatives

The Government continues to focus on strengthening domestic demand while maintaining fiscal prudence. Policy measures such as enhanced income tax exemptions and sustained capital expenditure are aimed at boosting consumption and supporting long-term economic growth. Continued emphasis on infrastructure development remains a key driver for economic expansion.

RBI’s Monetary Policy Measures

The Reserve Bank of India’s accommodative stance, including the earlier reduction in the repo rate to 6.25%, has supported liquidity and economic activity. In 2026, the focus remains on balancing inflation control with growth stimulation, ensuring a stable monetary environment conducive to investment and consumption.

Investment Trends and Opportunities

In response to market fluctuations, investors have increasingly focused on portfolio diversification, with stable assets such as gold continuing to attract interest. At the same time, India’s structural growth drivers remain intact.

Key sectors such as digital technology, fintech, renewable energy, and e-commerce continue to present strong investment opportunities, supported by government initiatives and rising digital adoption. Additionally, infrastructure development and urbanization are driving renewed momentum in real estate and construction sectors.

Looking Ahead

While short-term volatility persists, the long-term outlook for the Indian economy remains

positive. A resilient corporate sector, supportive policy framework, and expanding consumer base continue to strengthen India’s position as a preferred investment destination.

Investors who maintain a disciplined, long-term approach focused on strong fundamentals are likely to benefit from the evolving opportunities. As market stability strengthens further in 2026, the foundation is set for sustained economic growth and value creation in the years ahead.

5. CAPITAL AND DEBT STRUCTURE:a. AUTHORISED SHARE CAPITAL:

The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.

b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:

The present Issued and Paid-up Share Capital of the Company is Rs. 15,10.71 Lakhs.

c. ISSUE OF EQUITY SHARES:

During the year the Company has not issued any Equity Shares.

d. BUY BACK OF SECURITIES:

The Company has not bought back any of its Securities during the year under review.

e. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

f. BONUS SHARES:

No Bonus Shares were issued during the year under review.

g. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employees.

h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the year.

i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year 2025-26, an amount of Rs.1,42,550/- being due and outstanding, was required to be transferred to the Investor Education and Protection Fund (IEPF). The Company has duly transferred the said amount to the IEPF during the year.

Further, an amount of Rs.88,800/- which was due for transfer in April 2026, has also been duly transferred by the Company.

7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the applicable rules, no shares were required to be transferred to the Investor Education and Protection Fund (IEPF) during the Financial Year 2025-26, as there were no shares in respect of which dividends had remained unclaimed for a period of seven consecutive years.

8. MANAGEMENT:

(a) Change in the Composition of the Board of Directors:

There were no changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 under review.

(b) Independent Directors:

Pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, along with the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Bheri Krishna Rao, Sri Geddam Vijaya Kumar, Sri Emmididsetty Sridhar, and Sri Ch. Murali Krishna continue to serve as Independent Directors of the Company.

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act. The Board has also noted that there has been no change in the circumstances affecting their status as Independent Directors during the Financial Year 2025-26.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Smt. G. V. Vandana, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered herself for re-appointment.

The Board further confirms that none of the Directors of the Company are disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. Necessary declarations in this regard have been obtained from all the Directors.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has approved and noted the continuance of the following Key Managerial Personnel (KMP) of the Company:

Sri Kamireddi Satyanarayana, Whole-time Director designated as Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri T. V. Srikanth, Whole-time Director designated as Director (IT); Sri Ramu Naraharasetti, Director (Finance) & Chief Financial Officer (CFO); and Smt. M. Srividya, Company Secretary & Chief Compliance Officer.

The above-mentioned persons continue to hold office as Key Managerial Personnel of the Company.

9. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNEARATION:

The Company has formulated a Policy on Directors’ Appointment and Remuneration, which is available on the Company’s website at www.steelcitynettrade.com

10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY / ASSOCIATE COMPANY:

None of the Whole-time Directors or the Managing Director of the Company draws any remuneration from the Company''s subsidiaries or associate companies.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, and considering the work performed by the internal auditors, statutory auditors, secretarial auditors, and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors, as well as the reviews conducted by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year 2025-26.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable Accounting Standards have been followed, along with proper explanation of material departures, if any;

b) The Directors have selected appropriate accounting policies, in consultation with the Statutory Auditors, 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 as at the end of the financial year and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) The Company has a proper system to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:

Steel City Commodities Private Limited

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2025-26, the Subsidiary has earned a Net Profit of Rs.50.63 lakhs as against the Net Profit of Rs.24.84 Lakhs for the Financial Year 2024-25.

Steel City Financial Services Private Limited:

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans, Loans against Shares etc., to its clients. During the Financial Year 2025-26, the Associate Company has earned a Net Loss of Rs.11.32 lakhs as against the Net Profit of Rs.202.22 Lakhs for the Financial Year 2024-25.

13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment-free workplace for all individuals working within its premises and continuously endeavors to maintain an environment that is free from discrimination and harassment, including sexual harassment.

During the financial year ended 31st March 2026, the Company did not receive any complaints pertaining to sexual harassment.

14. ISO CERTIFICATION:

The Company holds ISO 27001:2022 certification for its Information Security Management System, issued by Pyramid Certifications LLP. The Company continues to comply with the applicable procedures and requirements prescribed under the said certification framework.

15. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2025-26, the Board of Directors met for 11 (eleven) times to discuss business operations and other important matters relating to the Company. The details of the Board Meetings are provided in the Corporate Governance Report, which forms part of this Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts, arrangements, and transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis and were duly approved by the Audit Committee. None of the related party transactions entered during the year were material in nature as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company purchased 4,00,000 equity shares of Meloria ARC Limited held in the name of M/s. Steel City Commodities Private Limited at a value of 15/- per equity share, based on the valuation certificate obtained from a registered valuer.

The details of the related party transactions are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report. Further, a report on related party transactions entered into by the Company is annexed as Annexure - 2 to the Board’s Report.

17. DEPOSITS:

The Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no deposits or interest thereon outstanding as on the Balance Sheet date.

18. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on 27th September 2023, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S), were appointed as the Statutory Auditors of the Company for a term of four years commencing from the Financial Year 2023-24. Accordingly, they continue to act as the Statutory Auditors of the Company for the Financial Year 2026-27. Further, the company was informed that there is a change in the constitution of the firm of statutory Auditors (i.e.) from M/s Rao & Kumar to M/s Rao & Kumar LLP.

The remuneration payable to the Statutory Auditors for the said financial year is Rs.4.00 lakhs per annum, inclusive of all expenses.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam, were appointed as the Internal Auditors of the Company for the Financial Year 2025-26. They function independently and are responsible for reviewing operational processes, internal systems, and compliance with regulatory and legal requirements. Based on their satisfactory performance, the Board proposes to re-appoint them as Internal Auditors for the Financial Year 2026-27. The Internal Auditors report directly to the Chairman of the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditor of the Company for the Financial Year 2025-26, who are acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for the Financial Year 2026-27 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. Ramamoorthy (N) & Co., Chartered Accountants, Visakhapatnam, were appointed as Internal Auditors in accordance with the circular issued by the Securities and Exchange Board of India, for a term of four years commencing from the Financial Year 2023-24. Accordingly, they shall hold office up to the Financial Year 2026-27.

M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as GST Auditors of the Company for the Financial Year 2025-26 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board proposes to appoint them as GST Auditors for the Financial Year 2026-27 also.

Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial Year 2024-25. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2025-26 also.

(c) Systems Auditors:

M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2024-25. They continue to act as Systems Auditors of the Company for the Financial Year 2026-27 also.

(d) Secretarial Auditors:

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from 13th December 2024, a listed entity shall, based on the recommendation of the Board of Directors, appoint or re-appoint (i) an individual as Secretarial Auditor for not more than one term of five consecutive years, or (ii) a Secretarial Audit firm for not more than two terms of five consecutive years, subject to approval of the shareholders in the Annual General Meeting.

In compliance with the above provisions, M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam, were appointed as Secretarial Auditors of the Company for a term of five financial years commencing from Financial Year 2025-26of the shareholders at the 31st Annual General Meeting held on 21st day of June, 2025.

The Secretarial Audit Report for the Financial Year 2025-26, duly signed by the Secretarial Auditors, forms part of this Annual Report as Annexure - 8 to the Board''s Report.

19. STATUTORY AUDITORS’ REPORT:

The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013.

The Statutory Auditors'' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Further, the Statutory Auditors of the Company have not reported any instances of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

20. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities, and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited, and ICICI Bank Limited from time to time, to meet its business requirements.

21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of activities carried on by the Company does not involve significant consumption of energy. However, the Company continues to explore and adopt all possible measures to reduce energy consumption wherever applicable.

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 5 to the Board’s Report.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has established adequate internal control systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems are operating effectively.

23. MANAGEMENT DISCUSSION ANALYSIS:

A detailed report on the Management Discussion and Analysis is provided as Annexure - 10 to the Board’s Report.

The Board has continued its efforts and taken necessary steps in the following areas:

1. Industry structure and developments

2. Growth strategy

3. Segment-wise performance

4. Internal control systems and their adequacy

5. Strengths, weaknesses, opportunities, and threats (SWOT analysis)

6. Financial performance with respect to operational performance

7. Material developments in human resources and industrial relations

8. Regulatory and statutory compliances

9. Talent management, leadership development, and employee retention

10. Learning and development initiatives

24. CORPORATE GOVERNANCE:

The Company has consistently complied with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms an integral part of this Annual Report as Annexure - 3 to the Board’s Report.

The Certificate issued by the Secretarial Auditors on Corporate Governance is also annexed along with the Corporate Governance Report as Annexure - 4 to the Board’s Report.

Board diversity

The Company recognizes and embraces the importance of a diverse Board in its success. It believes that a truly diverse Board enhances decision-making by leveraging differences in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, thereby helping the Company sustain its competitive advantage.

25. FAMILIRAISATION PROGRAMMES:

In terms of the provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on ‘Familiarisation Programme for Independent Directors’.

Upon appointment, Independent Directors are issued a formal Letter of Appointment which, inter alia, sets out their roles, functions, duties, and responsibilities as Directors of the Company.

Further, Independent Directors are familiarised with the Company, their roles and responsibilities, the nature of the industry in which the Company operates, the business model of the Company, and various businesses within the group. They are also informed in detail about the statutory compliances required under the Companies Act, 2013 and the SEBI (LODR) Regulations.

On an ongoing basis, as part of the agenda of Board and Committee Meetings, presentations are regularly made to the Independent Directors covering various aspects, including business strategies, management structure, management development, quarterly and annual financial results, budgets, internal audit reviews, risk management framework, and operations of subsidiaries.

26. SUCCESSION PLAN:

The Board has satisfied itself that appropriate succession planning mechanisms are in place to ensure orderly succession for appointments to the Board of Directors and Senior Management. The Company has developed processes to identify and develop potential internal candidates to assume key leadership positions, thereby ensuring continuity in leadership and smooth transition without disruption to operations.

The succession planning framework is designed to support the long-term strategic objectives of the Company, strengthen the leadership pipeline, and ensure that the organization is well-prepared to meet future business needs. The Board periodically reviews the effectiveness of these arrangements to ensure their adequacy and alignment with the Company’s growth plans.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all Corporate Social Responsibility (CSR) initiatives of the Company is guided by the core principles of Scale, Impact, and Sustainability.

During the year, the Company has incurred and spent an amount of Rs.34.24 lakhs towards CSR activities, being the mandatory CSR expenditure required under Section 135 of the Companies Act, 2013.

The CSR Policy of the Company, along with the Annual Report on CSR activities undertaken during the financial year ended 31st March 2026, prepared in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - 6.

28. ANNUAL RETURN:

Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company is available on the Company’s website at www.steelcitynettrade.com.

29. INTERNAL FINANCIAL CONTROLS:

The Board has adopted appropriate policies and procedures to ensure the orderly and efficient conduct of its business, including compliance with the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant or material orders passed by any regulator, court, or tribunal impacting the going concern status of the Company or affecting its future operations.

31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of the Nomination and Remuneration Committee constituted pursuant to Section 178 of the Companies Act, 2013, read with applicable rules made thereunder and any statutory amendments or re-enactments for the time being in force.

The particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure - 7 forming part of this Annual Report.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law.The same Declaration has been received from all the Independent Directors of the Company for the Financial Year 2025-26.

33. VIGIL MECHANISM:

The Company believes in conducting its affairs in a fair and transparent manner by adhering to the highest standards of professionalism, honesty, integrity, and ethical behaviour.

Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with Section 177(9) of the Companies Act, 2013. The policy is reviewed periodically by the Board and provides a mechanism for reporting concerns relating to unethical

behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct or ethics.

The Vigil Mechanism enables employees to report concerns regarding discrimination, harassment, victimisation, or any other unfair practices, as well as instances of fraud, to the Chairman of the Audit Committee. All reported matters are duly investigated and appropriate action is taken in accordance with the Whistle Blower Policy.

It is further confirmed that no person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the Company’s website at www.steelcitynettrade.com

34. RISK MANAGEMENT:

All key risks are periodically discussed at the senior management level to ensure that appropriate risk mitigation plans are formulated, implemented, and monitored, so that the adverse impact of risks is either avoided or kept within manageable limits.

Further, the Board periodically identifies and reviews the elements of risks that may potentially threaten the existence or sustainability of the Company.

35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, out of the Inter Corporate Loan of Rs.1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the Financial Year 2022-23 only an amount of Rs.25 lakhs remains due.

36. BOARD EVALUATION:

The annual evaluation of the Board of Directors, Individual Directors, and Committees was conducted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after obtaining inputs from all Directors, based on criteria such as Board composition and structure, effectiveness of Board processes, adequacy of information provided, and overall functioning of the Board.

The performance of the Committees was evaluated by the Board after obtaining inputs from Committee members, based on criteria such as composition of Committees and effectiveness of Committee meetings.

The above criteria are broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of Individual Directors based on criteria such as contribution to Board and Committee meetings, preparedness on matters to be discussed, and the quality of participation and constructive inputs provided. The performance of the Chairman was also evaluated on key aspects of his role.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman, as well as Whole-time Directors, was evaluated, taking into account the views of Executive and Non-Executive Directors. The outcome of the Independent Directors’ meeting was subsequently discussed at the Board meeting, wherein the performance of the Board, its Committees, and Individual Directors was also deliberated. The evaluation of Independent Directors was carried out by the entire Board, excluding the concerned Independent Director.

The evaluation process reinforced the Board’s confidence in the ethical standards of the Company, cohesiveness among Board members, the flexibility of the Board and management in addressing challenges, and the openness of the management in sharing strategic information with the Board.

37. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

38. EMPLOYEE RELATIONS:

The relationship with the staff and workers remained cordial throughout the year. The Directors wish to place on record their appreciation for the valuable contribution and cooperation extended by employees at all levels.

The Company continues to take necessary steps to recruit suitable personnel as and when required to meet its operational needs.

39. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all applicable regulations, circulars, and guidelines issued by the Ministry of Corporate Affairs (MCA), Securities and Exchange Board of India (SEBI), Stock Exchanges, and other regulatory authorities, including all required filings from time to time.

40. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or events pertaining to these items during the year under review:

a) Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

b) Issue of equity shares with differential rights as to dividend or voting rights.

c) Issue of shares, including sweat equity shares, to employees of the Company under any scheme.

d) There are no proceedings, either initiated by or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or any other court during the financial year 202324.

e) There was no instance of one-time settlement with any bank or financial institution.

41. CREDIT RATING:

During the year under review, the company has obtained SME rating from CRISIL and was awarded SME 2 rating which indicates high level of creditworthiness.

42. ACKNOWLEDGEMENTS:

Steel City Securities Limited expresses its sincere gratitude to the Government of India, Securities and Exchange Board of India, Registrar of Companies, Vijayawada, National Securities Clearing Corporation Limited, BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited, Protean eGov Technologies Limited, Metropolitan Stock Exchange of India Limited (MSEI), National Commodity & Derivatives Exchange (NCDEX), Multi Commodity Exchange (MCX), Pension Fund Regulatory and Development Authority (PFRDA), credit rating agency CRISIL, bankers, regulatory authorities, local bodies, and other agencies for their continued cooperation, support, and guidance.

The Company also extends its sincere appreciation to its valued clients and customers for their continued patronage and trust.

The Directors place on record their deep appreciation for all employees whose professionalism, commitment, and initiative have contributed significantly to the growth and success of the organization and continue to drive its progress. The Directors also express their gratitude to the Company’s bankers and auditors for their support and guidance.

Finally, the Directors wish to express their heartfelt gratitude to the shareholders for their continued trust, confidence, and support.


Mar 31, 2025

Your Directors have pleasure in presenting the Thirty First Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2025 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Gross Income

6976.64

6255.23

6995.44

6258.28

Expenditure

4564.32

4536.24

4564.47

4543.03

Profit/ loss before Depreciation , Finance Costs, Exceptional Items & Taxation

2412.32

1718.99

2430.97

1715.25

Less: Depreciation

97.37

102.13

98.80

103.67

Profit/ loss after Depreciation and before Finance Costs, Exceptional Items & Taxation

2314.95

1616.86

2332.17

1611.58

Less: Finance Costs

122.35

60.42

122.35

60.42

Profit/ loss before Exceptional Items & Taxation

2192.60

1556.44

2209.82

1551.16

Add/ (Less): Exceptional Items

0.00

0.00

0.00

0.00

Profit/ loss before taxation

2192.60

1556.44

2209.82

1551.16

Less: Provision for Taxation For earlier years

10.09

10.47

9.91

10.00

For current year

562.24

386.68

564.11

394.08

Deferred Tax Liability

(1.94)

10.76

(0.60)

12.83

Net Profit after Taxation

1622.21

1148.54

1636.39

1134.26

Add: Share of Profit in Associate

-

-

78.84

52.02

Add: Other Comprehensive Income for the year

(4.90)

(7.80)

(4.90)

(7.80)

Profit after Tax after Share of Profit in Associate and Comprehensive Income

1617.31

1140.73

1710.33

1178.47

Less: Minority Interest

-

-

-

-

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Profit for the Year

1617.31

1140.73

1710.33

1178.47

Basic (EPS)

10.71

7.55

11.32

7.80

Diluted (EPS)

10.71

7.55

11.32

7.80

Opening Balance of Retained Earnings

6240.33

5667.66

7667.00

7093.35

Closing Balance of Retained Earnings

7091.13

6240.33

8640.23

7754.54

2. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors proposes to transfer an amount of Rs. 162.22 Lakhs to General Reserve for the Financial Year 2024-25.

3. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 10th day of July, 2024 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each; declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 11th day of December, 2024 and declared 3rd Interim Dividend @10% for every Equity Share of Rs. 10/- each at their meeting held on 20th February, 2025 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial position of the Company. On the whole the Company has declared a dividend of Rs. 4.00/- i.e, @40% for every Equity Share of Rs.10/- each for the Financial Year 2024-25.

4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:
i. Standalone:

During the year under review, the Company has recorded an Income of Rs. 6976.64 Lakhs as compared to the previous year amount of Rs. 6255.23 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4686.67 Lakhs as against the amount of Rs. 4536.24 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 97.37 Lakhs and Rs. 570.39 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 102.13 Lakhs and Rs. 407.90 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1617.31 Lakhs as compared to the previous year amount of Rs. 1148.54 Lakhs. Which is 42% morethan the previous year being the highest profitable year since inception. The Board has taken all necessary steps to expand its activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2024-25. The Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs. 6995.44 Lakhs as compared to the previous year amount of Rs. 6258.28 Lakhs. The Expenditure

-

incurred before depreciation during the year was Rs. 4686.82 Lakhs as against the amount of Rs. 4543.03 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 98.80 Lakhs and Rs. 573.41 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 103.67 Lakhs and Rs. 416.90 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1710.33 Lakhs as compared to the previous year amount of Rs. 1178.47 Lakhs.

ii. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the Financial Year 2024-25. However, the Company has added various other products to its Existing business.

iii. CHANGE IN ACCOUNTING POLICIES:

The financial statements for the F. Y 2024-25 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.

iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There were no material changes and commitments occurred since the end of the Financial Year till the date of the report.

v. MILESTONES ACHIEVED:

The Company through its Wholly Owned Subsidiary (i.e.)., M/s. Steel City Commodities Private Limited has purchased an own site admeasuring 555 Sq yards and has commenced the construction of another five storied building with a build up area of about 18,000 Sft at Rajendra Nagar, Visakhapatnam.

vi. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2025, out of the Company’s total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 62,400 Equity Shares are in physical form and the remaining shares are in electronic form (Demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of Dematerialization.

vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2025:

The stock market in India Investors are able to examine opportunities for long-term growth during the current decline in 2025. The Indian stock market is already starting to experience price changes impacted by volatility after hitting all-time highs. Even though indexes have seen drops, this stage is crucial for market stabilization & longterm financial expansion.

A Reversal in the Market

Beginning as profit booking in FY24, the most recent correction has expanded into more comprehensive market correction. In recent months, there has been 13% and 12% adjustment in the Nifty 50 and Sensex, respectively. The Adjustments have also been made to the mid-cap & small-cap indices. The Nifty Midcap100 is down 20% & the Nifty Smallcap100 is down 23%.

India’s correction is producing a more balanced investment climate, even as global markets are displaying flexibility. Long-term investors now have the chance to collect high-quality companies at appealing prices thanks to a robust economy & solid fundamentals.

Corporate Earnings & Economic Growth Factors

A natural correction has been taking place in corporate results, bringing valuations into line with reasonable growth prediction. With the GDP growth predicted to be 6.6% in 2025 & 6.7% in 2026, the Indian economy is still on solid ground while this represent as the slowdown from few last years. The Indian economy is still among the fastest-growing in the world.

The Strategic Approach of the Government

The Strengthening consumer demand & upholding budget disciplines were the key goal of the FY26 Union Budget. The Long-term spending increases & improved disposable income are the goals of policies like raising the income tax exemption level to Rs12 lakh, even while capital expenditures stayed constant at Rs11.2 lakh Crore.

RBI’s Preventive Actions

For the first time in over five years, the Reserve Bank of India (RBI) has lowered the repo rate to 6.25% in an efforts to stimulate economic growth. Even though growth projections for the near future have been lowered, this monetary easing creates the circumstances for increased economic activity, better liquidity & more favorable borrowing terms for both consumers and enterprises.

Making Growth & Stability Investments

As the market fluctuates, investors are adding more solid assets to their portfolios, including gold, which has seen a rise in demand. Also, technical developments, government-led reforms, and robust domestic demand all contribute to India’s continued long-term growth story. The emphasis on technology and digital transformation, spearheaded by the government’s initiatives, continues to open new avenues for investments in sectors like e-commerce, fintech, and renewable energy. Moreover, with the ongoing push towards infrastructure development and urbanization, real estate and construction sectors are also seeing renewed interest, promising robust returns on investment.

As the Indian market transitions through this corrective phase, it presents a unique opportunity for both domestic and international investors to engage with a rapidly evolving economy poised for significant advancements. The emphasis on technology and digital transformation, spearheaded by the government’s initiatives, continues to open new V. /)

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avenues for investments in sectors like e-commerce, fintech, and renewable energy. Moreover, with the ongoing push towards infrastructure development and urbanization, real estate and construction sectors are also seeing renewed interest, promising robust returns on investment.

Looking Ahead

Even though the current market phase represents temporary changes, the Indian economy is still expected to grow in the long run. India is desirable place to invest due to their robust business sector, aggressive policies & expanding consumer base.

It is likely that investors who remain committed to long-term wealth creation, disciplined investing and solid fundamentals will profit from the possibilities that lie ahead. Future development and prosperity are anticipated when confidence returns and the market stabilizes.

5. CAPITAL AND DEBT STRUCTURE:
a. AUTHORISED SHARE CAPITAL:

The present Authorized Share Capital of the Company is Rs. 2,500 Lakhs.

b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:

The present Issued and Paid-up Share Capital of the Company is Rs. 1,510.71 Lakhs.

c. ISSUE OF EQUITY SHARES:

During the year the Company has not issued any Equity Shares.

d. BUY BACK OF SECURITIES:

The Company has not bought back any of its Securities during the year under review.

e. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

f. BONUS SHARES:

No Bonus Shares were issued during the year under review.

g. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employees.

h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the year.

i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year 2024-25, the Company is supposed to transfer an amount of Rs.1,81,600/- due and outstanding to be credited to investor education and protection funds. The Company has transferred the same to Investor Education and Protection Fund during the year 2024-25.

7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who haven''t claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, the Company has transferred 9,100 Equity Shares to Investor Education and Protection Fund during the Financial Year 2024-25.

8. MANAGEMENT:

(a) Change in the Composition of the Board of Directors:

During the year under review, Sri. Ch. Murali Krishna (DIN: 00045403) was appointed as Additional Independent Director on the Board of the Directors of the Company at their meeting held on 30.01.2025 and further his appointment was regularized by passing resolution through postal ballot notice dated 30.01.2025, complying with the requirements of SEBI (Listing Compliances and Disclosure Requirements) Regulations, 2015. Sri. G. Satya Rama Prasad, Independent Director of the Company ceased to be Director of the Company w.e.f. 31.03.2025 upon successful completion of his two terms of Five Years each as Independent Director of the Company.

(b) Independent Directors:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri. Bheri Krishna Rao; Sri. Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the Company. Sri. Ch. Murali Krishna was appointed as Additional Independent Director on the Board of the Directors of the Company at their meeting held on 30.01.2025 and further his appointment was regularized by passing resolution through postal ballot notice dated 30.01.2025. Sri. G. Satya Rama Prasad, Independent Director of the Company ceased to be Director of the Company w.e.f. 31.03.2025 upon successful completion of his two terms of Five Years each as Independent Director of the Company.

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013 Sri. T V. Srikanth, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

r The Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declarations has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Whole - Time Director designated as Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Whole - Time Director designated as Director (IT) ; Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.

9. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Director’s appointment and Remuneration which is available on the website of the Company www.steelcitynettrade.com.

10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY COMPANY:

None of the Whole Time Director’s or Managing Director of the Company draw any remuneration from the Subsidiary Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and Compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2024-25.

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31st March 2025, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, consulted the Statutory Auditors 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 as at end of the financial year and of the profit or loss of the Company, for that period.

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

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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; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:

Steel City Commodities Private Limited

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2024-25, the Subsidiary has earned a Net Profit of Rs. 24.84 Lakhs as against the Net Profit of 82.17 Lakhs for the Financial Year 2024-25.

Steel City Financial Services Private Limited

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans, Loans against Shares etc., to its clients. During the Financial Year 2024-25, the Associate Company has earned a Net Profit of Rs. 202.22 Lakhs as against the Net Profit of Rs. 136.51 Lakhs for the Financial Year 2024-25.

13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2025, the Company has not received any complaint pertaining to sexual harassment.

14. ISO CERTIFICATION:

The Company holds ISO 27001: 2022 Certification with the scope of the Information Security Management System from Pyramid Certifications LLP. The Company has been complying with the concerned procedure in this regard.

15. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y. 2024-25, the Board of Directors met for 12 (Twelve) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board mentioned in the Corporate Governance Report, which forms part of this report. i

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis and are approved by the Audit Committee.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure - 2 to the Board’s Report.

17. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

18. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 27th day of September, 2023, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) were appointed as Statutory Auditors of the Company who shall hold office for a period of 4 years from the Financial Year 2023-24. Since the appointment of the Statutory Auditor of the Company is to be ratified at every Annual General Meeting and hence, the Board proposes the ratification of the appointment of the Statutory Auditors at the ensuing Annual General Meeting.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2024-25, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for the Financial Year 2025-26 also. These Auditors Report directly to the Chairman of the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditor of the Company for the Financial Year 2024-25, who are acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for the Financial Year 2025-26 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2024-25.

( M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed fi as GST Auditors of the Company for the Financial Year 2024-25 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board proposes to appoint them as GST Auditors for the Financial Year 2025-26 also.

Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial Year 2024-25. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2025-26 also.

(c) Systems Auditors:

M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2024-25. They continue to act as Systems Auditors of the Company for the Financial Year 2025-26 also.

(d) Secretarial Auditors:

M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual Report as Annexure-8 to the Board’s Report.

As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, On the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint:

(i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or

(ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.

Since the Company is Listed Entity, and since the above provisions are applicable to the Company, the Board of Directors of the company shall recommend the Shareholders, the appointment of M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam as Secretarial Auditors of the Company for a period of Five Financial Years commencing from F.Y. 2025-26 subject to the approval of Shareholders at the ensuing Annual General Meeting.

19. STATUTORY AUDITORS’ REPORT:

Your standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the Audit

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Committee of Directors as specified under Section 143 (12) of the Act, during the year under review.

20. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and ICICI Bank Limited from time to time to meet the business requirements.

21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of activities which are being carried on by your Company does not require consumption of Energy. However, Your Company continues to explore all possible avenues to reduce energy consumption wherever applicable.

The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 5 to the Board’s Report.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper internal control systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. MANAGEMENT DISCUSSION ANALYSIS:

A detailed report on the Management Discussion & Analysis is given as Annexure - 9 to the Board’s Report.

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources / Industrial Relations

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

24. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure - 3 to the Board’s Report. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance is annexed as Annexure to the Board’s Report.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

25. FAMILIRAISATION PROGRAMMES:

In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on ‘Familiarisation Programme for Independent Directors’. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, Independent Directors are familiarised with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Directors are also explained in detail the compliance required from them under the Act and Listing Regulations. Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to Independent Directors on various matters inter alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of internal audit, risk management framework, operations of the Subsidiaries.

26. SUCCESSION PLAN:

The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 31.46 Lakhs which is to be mandatorily spent by the Company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

Your Company’s CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2025, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure - 6.

28. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the Website of the Company on the following link: www.steelcitvnettrade.com

29. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, tee and detection ot frauds and ettets, tee ^ and

c completeness of the accounting records, and the timely preparation of reliable financial disclosures.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals (other than those that are intimated to the Stock Exchanges from time to time) impacting the going concern status of the Company.

31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law. The same Declaration has been received from all the Independent Directors of the Company for the Financial Year 2024-25.

33. VIGIL MECHANISM:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and reviews the said policy from time to time, to report the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company to raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company and to report the same to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors. The Whistle Blower Policy is also available on your Company’s website (www.steelcitynettrade.com).

34. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.

35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, the Inter Corporate Loan of Rs. 1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the Financial Year 202223 remains due.

36. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process endorsed the Board’s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

37. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

38. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

39. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other Regulating Agencies, filings, etc.

40. 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:

a. Neither the Managing Director nor the Whole-Time Director of the Company receives any remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend, voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

d. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2024-25.

e. There was no instance of one-time settlement with any Bank or Financial Institution.

41. CREDIT RATING:

During the year under review, the company has obtained SME rating from CRISIL and was awarded SME 2 rating which indicates high level of creditworthiness.

42. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, Registrar of Companies, Vijayawada, National Securities Clearing Corporation Limited, Bombay Stock Exchange Ltd, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depositary Services (India) Limited, Protean E Governance Technologies Limited, Metropolitan Stock Exchange of India Ltd (MSEI), National Commodities & Derivatives Exchange (NCDEX), Multi Commodities Exchange (MCX), and other Exchanges, Pension Fund Regulatory & Development Authority (PFRDA), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance.

( - N

Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to express their gratitude to the members for their trust and support.


Mar 31, 2024

Your Directors have pleasure in presenting the Thirtieth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2024 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2024

31.03.2023

31.03.2024

31.03.2023

Gross Income

6255.23

5759.78

6258.28

5880.96

Expenditure

4536.24

4242.99

4543.03

4267.27

Profit/ loss before Depreciation , Finance Costs, Exceptional Items & Taxation

1718.99

1516.79

1715.25

1613.69

Less: Depreciation

102.13

71.45

103.67

73.33

Profit/ loss after Depreciation and before Finance Costs, Exceptional Items & Taxation

1616.86

1445.34

1611.58

1540.36

Less: Finance Costs

60.42

58.35

60.42

61.34

Profit/ loss before Exceptional Items & Taxation

1556.44

1386.99

1551.16

1479.01

Add/ (Less): Exceptional Items

0.00

0.00

0.00

0.00

Profit/ loss before taxation

1556.44

1386.99

1551.16

1479.02

Less: Provision for Taxation For earlier years

10.47

6.97

10.00

29.95

For current year

386.68

347.00

394.08

353.02

Deferred Tax Liability

10.76

11.53

12.83

7.30

Net Profit after Taxation

1148.54

1021.49

1134.26

1088.74

Add: Share of Profit in Associate

-

-

52.02

32.16

Add: Other Comprehensive Income for the year

(7.80)

4.38

(7.80)

4.38

Profit after Tax after Share of Profit in Associate and Comprehensive Income

1140.73

1025.87

1178.47

1125.28

Less: Minority Interest

-

-

-

-

Profit for the Year

1140.73

1025.87

1178.47

1125.28

Basic (EPS)

7.55

6.79

7.80

7.45

Diluted (EPS)

7.55

6.79

7.80

7.45

Opening Balance of Retained Earnings

5667.66

5197.16

7093.35

6530.16

Closing Balance of Retained Earnings

6240.33

5667.66

7652.75

7093.35

2. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors proposes to transfer an amount of Rs. 114.85 Lakhs to General Reserve for the Financial Year 2023-24.

3. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 8th day of July, 2023 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 5th day of February, 2024 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial strength of the Company. On the whole the Company has declared a dividend of Rs. 3.00/- i.e, @30% for every Equity Share of Rs.10/- each for the Financial Year 2023-24.

4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:

i. Standalone:

During the year under review, the Company has recorded an Income of Rs. 6255.23 Lakhs as compared to the previous year amount of Rs. 5759.78 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4536.24 Lakhs as against the amount of Rs. 4242.99 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 102.13 Lakhs and Rs. 407.90 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 71.45 Lakhs and Rs. 365.51 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1140.73 Lakhs as compared to the previous year amount of Rs. 1025.87 Lakhs. The Board has taken all necessary steps to expand its business activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2023-24. The Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs. 6258.28 Lakhs as compared to the previous year amount of Rs. 5880.96 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4543.03 Lakhs as against the amount of Rs. 4267.27 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 103.67 Lakhs and Rs. 416.90

Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 73.33 Lakhs and Rs. 390.27 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1178.47 Lakhs as compared to the previous year amount of Rs. 1125.28 Lakhs.

ii. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the Financial Year 2023-24.

iii. CHANGE IN ACCOUNTING POLICIES:

The financial statements for the F. Y 2023-24 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.

iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

After the completion of the Financial Year 2023-24, the Company has received two adjudication orders from SEBI w.r.t. the Show Cause Notices dated 26.12.2022 and 28.12.2022 levying minimum penalty of Rs.3,50,000/- and Rs.25,000/- Respectively against the Company. However, there is no material impact on the operations of the Company with respect to the above said Adjudication orders received by the Company.

v. MILESTONES ACHIEVED:

The Company through its Wholly Owned Subsidiary (i.e.)., M/s. Steel City Commodities Private Limited has purchased an own site admeasuring 555 Sq yards and proposes to build another five storied building with a build up area of about 18,000 Sft at Rajendra Nagar, Visakhapatnam.

vi. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2024, out of the Company’s total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 72,800 Equity Shares are in physical form and the remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of dematerialization.

vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2024:

Capital markets play a crucial role in fuelling economic growth and development in the country. The Indian capital market is poised for continued growth, driven by a young and aspirational population, rising incomes, and increasing financial literacy.In the economy, this vibrant and dynamic marketplace not only generates wealth but also provides an avenue for individuals and companies to raise funds for productive purposes, fostering entrepreneurship and investment.

The capital market also provides options for risk diversification for investors, leading to enhanced overall financial inclusion and economic stability. To enhance investor confidence and attract more participants, the Indian government has introduced measures such as simplified regulations, improved corporate governance practices, and greater transparency in reporting standards. Initiatives taken by the government are crucial to enhance the overall efficiency, security, and effectiveness in the operations. These reforms are not just incremental changes; they are transformative leaps that will unlock India''s true potential. While the strength and accessibility of Indian markets have been ensured by regulatory framework and technological advancements, it is crucial to further strengthen the regulatory environment, expand market participation, and promote financial literacy to foster a thriving and inclusive capital market in India.

Viksit Bharat @2047 aims to transform India into a developed economy focussed on strengthening the capital markets, technology, infrastructure, etc. that promote the achievement of this goal. Widening the reach of the capital markets will help in smoothening the business functions as it enables them to have a wider and more accessible market to pool funds, increasing market liquidity and thus promoting ease of business. The vision of a developed India also intends to deepen financial inclusion in the economy, by making necessary amendments in the key sectors and hence catering towards enhanced knowledge about the capital markets and their uses so that even small and medium enterprises can invest in such markets. With promising economic indicators and sustainable development, we firmly believe that India will emerge as a developed economy with thriving capital markets by the time we celebrate our 100 years of independence.

5. CAPITAL AND DEBT STRUCTURE:

a. AUTHORISED SHARE CAPITAL:

The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.

b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:

The present Issued and Paid-up Share Capital of the Company is Rs. 15,10.71 Lakhs.

c. ISSUE OF EQUITY SHARES:

During the year the Company has not issued any Equity Shares.

d. BUY BACK OF SECURITIES:

The Company has not bought back any of its Securities during the year under review.

e. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

f. BONUS SHARES:

No Bonus Shares were issued during the year under review.

g. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employees.

h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the year.

i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year 2022-23, the Company is supposed to transfer an amount of Rs.1,68,240/- due and outstanding to be credited to investor education and protection funds. But, due to technical glitches in the MCA website the remittance could not be made with in the due date i.e. 23/03/2023. However, the Company has filed form No.IEPF-1 with in the due date. The delay in remittance is due to the conditions beyond the control of the Company. The same remains due till date. During the year under review there were no such amounts that are requested to be transfered to Investor Education and Protection Fund.

7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who haven’t claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, the Company is not liable to transfer any shares to Investor Education and Protection Fund during the Financial year 2023-24.

8. MANAGEMENT:

(a) Change in the Composition of the Board of Directors:

During the year under review, there is no change in the Composition of the Board of Directors of the Company.

(b) Independent Directors:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Godithi Satya Rama Prasad; Sri. Bheri Krishna Rao; Sri. Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the Company.

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013 Smt. G.V. Vandana, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment.

The Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Director IT; Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.

9. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Director’s appointment and Remuneration which is available on the website of the Company www.steelcitynettrade.com .

10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY COMPANY:

None of the Whole Time Director’s or Managing Director of the Company does not draw any remuneration from the Subsidiary Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and Compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2023-24.

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31st March 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, consulted the Statutory Auditors 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 as at end of the financial year and of the profit or loss of the Company, for that period.

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

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) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:

Steel City Commodities Private Limited

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary of the company during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2023-24, the Subsidiary has earned a Net Profit of Rs. 82.17 Lakhs as against the Net Profit of Rs. 67.26 Lakhs for the Financial Year 2022-23.

Steel City Financial Services Private Limited

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans, Loans against Shares etc., to its clients. During the Financial Year 2023-24, the Associate Company has earned a Net Profit of Rs. 136.51 Lakhs as against the Net Profit of Rs. 88.89 Lakhs for the Financial Year 2022-23.

13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2024, the Company has not received any complaint pertaining to sexual harassment / discriminatory Employment.

14. ISO CERTIFICATION:

The Company holds ISO/ IEC 270001: 2013 Certification with the scope of the Information Security Management System from Pyramid Certifications LLP. The Company has been complying with the concerned procedure in this regard.

15. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y. 2023-24, the Board of Directors met for 10 (Ten) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board are mentioned in the Corporate Governance Report, which forms part of this report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis and are approved by the Audit Committee.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure - 2 to the Board''s Report.

17. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

18. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 27th day of September, 2023, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) were appointed as Statutory Auditors of the Company who shall hold office for a period of 4 years from the Financial Year 2023-24. Since the appointment of the Statutory Auditor of the Company is to be ratified at every Annual General Meeting and hence, the Board proposes the ratification of the appointment of the Statutory Auditors at the ensuing Annual General Meeting.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2023-24, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors

for the Financial Year 2024-25 also. These Auditors Report directly to the Chairman of rj the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditor of the Company for the Financial Year 2023-24, who is acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for the Financial Year 2024-25 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2023-24. They continue to act as Internal Auditors of the Company for the Financial Year 2024-25 also.

M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as GST Auditors of the Company for the Financial Year 2023-24 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board proposes to appoint them as GST Auditors for the Financial Year 2024-25 also.

Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial Year 2023-24. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2024-25 also.

(c) Systems Auditors:

M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2023-24. They continue to act as Systems Auditors of the Company for the Financial Year 2024-25 also.

(d) Secretarial Auditors:

M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 forms part of the Annual Report as Annexure- 8 to the Board’s Report. As the Board is satisfied with the performance of these Auditors the Board Proposes to appoint them as Secretarial Auditors for the Financial Year 2024-25 also.

19. STATUTORY AUDITORS’ REPORT:

The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143 (12) of the Act, during the year under review.

20. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and ICICI Bank Limited from time to time to meet the business requirements.

21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The nature of activities which are being carried on by your Company doesnot require consumption of Energy. However, Your Company continues to explore all possible avenues to reduce energy consumption wherever applicable.

The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 5 to the Board''s Report.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper internal control systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. MANAGEMENT DISCUSSION ANALYSIS:

A detailed report on the Management Discussion & Analysis is given as Annexure - 9 to the Board''s Report.

The Board has been continuing its efforts and has taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources / Industrial Relations

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

24. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure - 3 to the Board''s Report. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance is annexed as Annexure -4 to the Board''s Report.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

25. FAMILIRAISATION PROGRAMMES:

In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on ‘Familiarisation Programme for Independent Directors''. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia explains the role, function, duties and responsibilities expected as a Director of the Company.

Further, Independent Directors are familiarised with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Directors are also explained in detail the compliance required from them under the Act and Listing Regulations. Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to Independent Directors on various matters inter alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of internal audit, risk management framework, operations of the Subsidiaries.

26. SUCCESSION PLAN:

The Board has satisfied itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 29.53 lakhs which is a mandatory requriment to be spent by the company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

Your Company''s CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2024, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure - 6 to the Board''s report.

28. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the Website of the Company on the following link: www.steelcitynettrade.com

29. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the 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.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. During the year under review, the Company has received a Show Cause Notice No: EAD-6/ AK/BS/14344/1-2/2023 dated 10.04.2023 from SEBI. However, an Adjudication Order w.r.t the Show Cause Notice dated 10.04.2023 was issued by SEBI whereby all the allegations levelled against the Company in the said Show Cause Notice were disposed of.

31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7 to the Board''s Report.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. The same Declaration has been received from all the Independent Directors of the Company for the Financial Year 2023-24.

33. VIGIL MECHANISM:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and reviews the said policy from time to time, to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company to raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company and to report the same to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors. The Whistle Blower Policy is also available on your Company’s website (www.steelcitynettrade.com).

34. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.

35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, the Inter Corporate Loan of Rs. 1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the previous Financial Year remains due.

36. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,

( etc. In addition, the Chairman was also evaluated on the key aspects of his role. X

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process endorsed the Board''s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

37. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

38. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

39. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other Regulating Agencies, filings, etc.

40. 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:

a. Neither the Managing Director nor any of the Whole-Time Director''s of the Company receives any remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend, voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

d. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.

e. There was no instance of one-time settlement with any Bank or Financial Institution.

. CREDIT RATING:

During the year under review, the company has obtained SME rating from CRISIL and was awarded SME 2 rating which indicates high level of creditworthiness.

42. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, Registrar of Companies, Vijayawada, National Stock Exchange of India Limited, BSE Limited National Securities Clearing corporation limited, Metropoliten stock exchange of India Limited, Multi Commodity Exchange (MCX), National Commodities & derivatives exchange, National Securities Depository Limited, central depository services (India) limited, protean e-governance technologies limited, Pension fund Regulatory & Development Authority (PFRDA), Bankers, Rating Agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance.

Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to express their gratitude to the members for their trust and support.

By Order of the Board For STEEL CITY SECURITIES LIMITED

Place: Visakhapatnam Date: 16.05.2024

(K. Satyanarayana) (Satish Kumar Arya)

Executive Chairman Managing Director

(DIN: 00045387) (DIN: 00046156)


Mar 31, 2023

The Directors have pleasure in presenting the Twenty- Ninth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2023 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2023

31.03.2022

31.03.2023

31.03.2022

Gross Income

5759.78

6624.78

5880.96

6667.37

Expenditure

4242.99

4735.97

4267.27

4752.60

Profit/ loss before Depreciation , Finance Costs, Exceptional Items & Taxation

1516.79

1888.81

1613.69

1914.77

Less: Depreciation

71.45

64.29

73.33

67.04

Profit/ loss after Depreciation and before Finance Costs, Exceptional Items & Taxation

1445.34

1824.52

1540.36

1847.73

Less: Finance Costs

58.35

49.28

61.34

49.28

Profit/ loss before Exceptional Items & Taxation

1386.99

1775.24

1479.02

1798.50

Add/ (Less): Exceptional Items

0.00

0.00

0.00

0.00

Profit/ loss before taxation

1386.99

1775.24

1479.02

1798.50

Less: Provision for Taxation

For earlier years

6.97

28.05

29.95

28.33

For current year

347.00

467.42

353.02

476.46

Deferred Tax Liability

11.53

(12.89)

7.30

(16.16)

Net Profit after Taxation

1021.49

1292.67

1088.75

1309.82

Add: Share of Profit in Associate

-

-

32.16

72.06

Add: Other Comprehensive Income for the year

4.38

-

4.38

-

Profit after Tax after Share of Profit in Associate and Comprehensive Income

1025.87

1292.67

1125.28

1381.88

Less: Minority Interest

-

-

-

-

?-

-

Profit for the Year

1025.87

1292.67

1125.28

1381.88

Basic (EPS)

6.79

8.56

7.45

9.15

Diluted (EPS)

6.79

8.56

7.45

9.15

Opening Balance of Retained Earnings

5197.16

4486.97

6530.16

5732.48

Closing Balance of Retained Earnings

5667.66

5197.16

7093.35

6530.16

2. AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors proposes to transfer an amount of Rs. 102.15 Lakhs to General Reserve for the Financial Year 2022-23.

3. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 13th day of October, 2022 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 8th day of February, 2023 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after taking into consideration the Financial position of the Company. On the whole the Company has declared a dividend of Rs. 3.00/- i.e, @30% for every Equity Share of Rs.10/- each for the Financial Year 2022-23.

4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:i. Standalone:

During the year under review, the Company has recorded an Income of Rs. 5759.78 Lakhs as compared to the previous year amount of Rs. 6624.78 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4242.99 Lakhs as against the amount of Rs. 4735.97 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were respectively Rs. 71.45 Lakhs and Rs. 365.50 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 64.29 Lakhs and Rs. 482.58 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1025.87 Lakhs as compared to the previous year amount of Rs. 1292.67 Lakhs. The Board has taken all necessary steps to expand its activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Governance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2022-23. The Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs. 5,880.96 Lakhs as compared to the previous year amount of Rs. 6,667.37 Lakhs. The Expenditure incurred before depreciation during the year was Rs. 4267.27 Lakhs as against the amount of Rs. 4752.60 Lakhs during the previous year. The depreciation and provision

for taxes provided during the year were respectively Rs. 73.33 Lakhs and Rs. 390.27 Lakhs as compared to the depreciation and provision for taxes provided for the previous year were Rs. 67.04 Lakhs and Rs. 488.63 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs. 1125.28 Lakhs as compared to the previous year amount of Rs. 1381.88 Lakhs.

ii. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the Financial Year 2022-23.

iii. CHANGE IN ACCOUNTING POLICIES:

The financial statements for the F. Y. 2022-23 have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including other comprehensive income) and Statement of changes in Equity are prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS.

iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

After the Completion of the Financial Year 2022-23, the Company has received a Show Cause Notice from SEBI and no material orders were issued by the regulator in relation to the above mentioned Show Cause Notice.

v. MILESTONES ACHIEVED:

The Company has completed the construction of the New Owned Premises situated on the Main Road, Seethammapeta and shifted its operations and also the Registered Office of the Company to the newly constructed Own premises. Further, the constructed building was named as “ Steel City Heights”.

vi. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2023, out of the Company’s total paid-up Equity Share Capital comprising of 1,51,07,095 Equity Shares, only 83,200 Equity Shares are in physical form and the remaining shares are in electronic form (demat form). In view of the numerous advantages offered by the Depository System, the Members holding shares in physical form are advised to avail the facility of dematerialization.

vii. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2023:

Capital markets in any country play a pivotal role in the growth of economy and meeting the country’s socioeconomic goals. They are an important constituent of the financial system given their role in the financial intermediation process and capital formation of the country. The importance of capital markets cannot be under-emphasized for a

developing economy like India which needs significant amount of capital for development of strong infrastructure.

The Indian stock markets surprised investors in April with the BSE Sensex and the NIFTY 50 both rallying more than 6% as key indices saw robust pick up in stock prices helped by a strong corporate earnings season, and the Reserve Bank of India pulling the plug on consecutive rate hikes. Indices that showed blockbuster growth this month include realty, PSU banks, auto and small caps.

The stock markets in India had been under pressure with the foreign institutional investors (FIIs) becoming more cautious with investments in emerging markets since the last four months December 2022 onwards. Both the NIFTY and the Sensex bore the effects of subdued global market sentiment hurt by inflation woes and uncertainties in the banking sector as well as the impact of an ongoing war between Russia and Ukraine denting oil prices.

With the market sentiment seeing an uptick globally in April and a revival in FIIs buying in India, expectations of future investments strengthening the home currency, which could help to cool inflation further are being set by market experts.

5. CAPITAL AND DEBT STRUCTURE:a. AUTHORISED SHARE CAPITAL:

The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.

b. ISSUED AND PAID - UP SHARE CAPITAL :

The present Issued and Paid-up Share Capital of the Company is Rs. 1510.71 Lakhs.

c. ISSUE OF EQUITY SHARES:

During the year the Company has not issued any Equity Shares.

d. BUY BACK OF SECURITIES:

The Company has not bought back any of its Securities during the year under review.

e. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

f. BONUS SHARES:

No Bonus Shares were issued during the year under review.

g. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employees.

h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the year.

i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company has not provided any money for purchase of own Shares, by Employees or by Trustees for the benefits of Employees.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the Financial Year 2022-23, the Company has transferred an amount of Rs.1.42 Lakhs to Investor Education and Protection Fund. Further, the Company is supposed to transfer an amount of Rs.1.68 Lakhs due and outstanding to be credited to investor education and protection fund. But, due to technical glitches in the MCA website the remittance could not be made with in the due date i.e. 23/03/2023. However, the Company has filed form No.IEPF-1 with in the due date. The delay in remittance is due to the conditions beyond the control of the Company.

7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who haven’t claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, the Company is not liable to transfer any shares to Investor Education and Protection Fund during the Financial year 2022-23.

8. MANAGEMENT:

(a) Change in the Composition of the Board of Directors:

During the year under review, the Shareholders have approved the following reappointments) of Directors vide postal ballot notice dt: 13.01.2023:

• the reappointment of Sri. K. Satyanarayana as Whole time Director designated as Executive Chairman for a period of 5 years w.e.f. 01.04.2023

• the reappointment of Sri. Satish Kumar Arya as Managing Director & CEO for a period of 5 years w.e.f. 01.04.2023.

• the reappointment of Sri. T. V. Srikanth as Whole time Director designated as Director (IT) for a period of 5 years w.e.f. 01.04.2023

(b) Independent Directors:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Sri Godithi Satya Rama Prasad; Sri. Bheri Krishna Rao; Sri. Geddam Vijaya Kumar; Sri. Emmididsetty Sridhar continue as Independent Directors of the Company.

All the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

r (c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013 Sri. T. V. Srikanth, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company are disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Executive Chairman; Sri Satish Kumar Arya, Managing Director & CEO; Sri. T. V. Srikanth, Whole - Time Director designated as Director (IT) ; Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.

9. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Director''s appointment and Remuneration which is available on the website of the Company www.steelcitynettrade.com .

10. REMUNERATION OF MANAGING DIRECTOR / WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANY:

During the year under review, the Whole Time Director’s or Managing Director of the Company did not receive / earn any remuneration from the Subsidiary Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and Compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2022-23.

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, consulted the Statutory Auditors 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 as at end of the financial year and of the profit or loss of the Company, for that period.

The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

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; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private Limited. The financial performance of both the Companies is enumerated below:

Steel City Commodities Private Limited:

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business of Corporate Insurance Agent and also into the business of Credit cards. During the Financial Year 2022-23, the Subsidiary has earned a Net Profit of Rs. 67.26 Lakhs as against the Net Profit of Rs. 17.15 Lakhs for the Financial Year 2021-22.

Steel City Financial Services Private Limited:

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services by providing Project finance loans, Housing Loans, Personal Loans etc., to its clients. During the Financial Year 2022-23, the Associate Company has earned a Net Profit of Rs. 88.89 Lakhs as against the Net Profit of Rs. 164.76 Lakhs for the Financial Year 2021-22.

13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2023, the Company has not received any complaint pertaining to sexual harassment.

14. ISO CERTIFICATION:

The Company holds ISO/ IEC 270001: 2013 Certification with the scope of the Information Security Management System from Pyramid Certifications LLP. The Company has been complying with the concerned procedure in this regard.

15. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y 2022-23, the Board of Directors met for 9 (Nine) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board are mentioned in the Corporate Governance Report, which forms part of this report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis and are approved by the Audit Committee. During the year, the Company has advanced an amount of Rs. 1.5 Crores as term loan to its Wholly Owned Subsidiary, M/s. Steel City Commodities Private Limited.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure - 2 .

17. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

18. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 30th day of July, 2022, M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) were appointed as Statutory Auditors of the Company who shall hold office for a period of 1 year for the Financial Year 2022-23. Since the term of the Statutory Auditor is going to expire at the ensuing Annual General Meeting, the Board suggested that M/s. Rao & Kumar, Chartered Accountants, Visakhapatnam (FRN: 003089S) be appointed as Statutory Auditors of the Company for the second term for a period of 4 (four) years subject to the approval of the Shareholders at the ensuing Annual General Meeting.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the

performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for the Financial Year 2023-24 also. These Auditors Report directly to the Chairman of the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the POP operations of the Company under the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of these Auditors the Board Proposes to appoint him as Internal Auditors for the Financial Year 2023-24 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. Ramamoorthy(N) & Co, Chartered Accountants, Visakhapatnam were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2022-23. As the Board is satisfied with the performance of these Auditors, the Board proposes to appoint them as Internal Auditors for a period of four (4) years commencing from the Financial Year 2023-24.

M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as GST Auditors of the Company for the Financial Year 2022-23 to conduct GST Audit of the Company. As the Board is satisfied with the performance of these Auditors the Board appoints them as GST Auditors for the Financial Year 2023-24 also.

Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial Year 2022-23. Since the Board is satisfied with the performance of this auditor, the Board proposes to appoint him as Internal Auditor for the Financial Year 2023-24 also.

(c) Systems Auditors:

M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX Exchanges notified Rules & Regulation from time to time for the Year 2022-23. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Internal Auditors for a period of two (2) years commencing form the Financial Year 2023-24.

(d) Secretarial Auditors:

M/s. ASN Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 forms part of the Annual Report as Annexure-9 to the Board''s Report. As the Board is satisfied with the performance of these Auditors, the Board Proposes to appoint them as Secretarial Auditors for the Financial Year 2023-24 also.

19. STATUTORY AUDITORS’ REPORT:

Your standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

During the year under review, the Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143 (12) of the Act.

20. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and Karnataka Bank Limited from time to time for the business requirements.

21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to explore all possible avenues to reduce energy consumption.

The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 5 to the Board''s Report.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion & Analysis is given as Annexure - 10.

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources / Industrial Relations

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

24. CORPORATE GOVERNANCE: )

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure - 3. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 27.09 Lakhs, which is to be mandatorily spent by the Company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

Your Company''s CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2023, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure - 6.

26. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is available on the Website of the Company on the following link : www.steelcitynettrade.com

27. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the 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.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. However, the Company has received Three (3) Show Cause Notices from SEBI and no material orders were passed against the Company in respect of the said Show Cause Notices. The Company has opted for Settlement application in respect of the said Show Cause Notices and the proceedings are still pending with SEBI.

29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The Managing Director & Whole-Time Directors of your Company did not receive remuneration from any of the Subsidiaries of your Company.

Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7.

30. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law. The same Declaration has been made by the Independent Directors of the Company.

31. VIGIL MECHANISM:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 to report the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics. The Vigil Mechanism provides a mechanism for employees of the Company to raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company and to report the same to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors. The Whistle Blower Policy is also available on your Company’s website (www.steelcitynettrade.com).

32. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. However, during the year under review, your Company has granted an Inter Corporate Loan of Rs. 1.5 Crores to its wholly Owned Subsidiary M/s. Steel City Commodities Private Limited.

34. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committes was conducted in accordance with the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process endorsed the Board''s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

35. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

36. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire

< year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

37. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, sEBi, other Regulating Agencies, filings, etc.

38. 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:

a. Neither the Managing Director nor any of the Whole-Time Director of the Company receives any remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend, voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

39. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, National Securities Clearing Corporation Limited, Bombay Stock Exchange Ltd, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depositary Services (India) Limited, Metropolitan Stock Exchange of India Ltd (MSEI), National Commodities & Derivatives Exchange (NCDEX), Multi Commodities Exchange (MCX), and other Exchanges, Pension Fund Regulatory & Development Authority (PFRDA), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued co-operation, support and guidance.

Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continues to drive its progress. The Directors also express their gratitude to the Bankers and Auditors of the Company. Finally, the Directors wish to express their gratitude to the members for their trust and support.


Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

STEEL CITY SECURITIES LIMITED

49-52-5/4, Shanthipuram, Visakhapatnam - 530016 Andhra Pradesh, India.

Your Directors have pleasure in presenting the Twenty- Fourth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2018 and the Report of the Auditors thereon.

1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Cross Income

6361.67

3544.70

6613.86

3836.35

Expenditure

4703.55

2792.44

4918.52

3018.25

Profit before Depreciation & Taxation

1658.12

752.26

1695.34

818.11

Less: Depreciation

86.28

60.49

89.56

64.11

Profit before Taxation

1571.84

691.77

1605.78

753.99

Less: Provision for Taxation

For earlier years

22.83

1.26

23.99

1.80

For current year

439.54

250.68

451.42

274.20

Deferred Tax Liability

1.61

(25.50)

1.47

(26.05)

Provision for FBT

-

-

-

-

Net Profit after Taxation

1107.86

465.33

1128.90

504.04

Add: Share of Profit in Associate

-

-

15.25

7.20

Profit after Tax and Share of Profit in Associate

1144.15

511.25

Less: Minority Interest

-

-

(7.42)

(9.42)

Profit for the Year

1107.86

465.33

1136.73

501.83

Add: Balance brought forward from earlier year

2912.93

2854.68

4018.10

3928.13

Balance available for appropriations

4020.80

3320.00

4976.81

4255.95

Less: Amount transferred to Reserves

110.79

46.53

114.56

51.93

Less: Interim Dividend and Dividend Tax

363.65

178.72

363.64

187.51

Less: Proposed Dividend and Dividend Tax

87.51

181.83

94.84

181.83

Balance carried forward to P & L A/c

3458.85

2912.93

4403.75

3834.68

2. DIVIDEND:

The Board of Directors of the Company at their meeting held on the 12th day of October, 2017 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2nd Interim Dividend @ 10% for every Equity Share of Rs.10/- each at their meeting held on 27* day of February, 2018 after considering the Provisional Financials of the Company. The Board further recommends a Final Dividend @ 5% for every Equity Share of Rs. 10/- each after taking into consideration the Financial position of the Company. On the whole the Company has declared a dividend of Rs. 2.50/- i.e, @25% (inclusive of Interim and Final Dividend) for every Equity Share of Rs.10/- each for the Financial Year 2017-18.

3. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:

Standalone:

During the year under review, the Company has recorded an Income of Rs.6361.67 Lakhs as compared to the previous year amount of Rs.3544.70 Lakhs. The Expenditure incurred before depreciation during the year was Rs.4703.55 Lakhs as against the amount of Rs.2792.44 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were Rs.86.28 Lakhs and Rs.463.98 Lakhs respectively as compared to the depreciation and provision for taxes provided for the previous year were Rs.60.49 Lakhs and Rs.226.44 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs.1107.86 Lakhs as compared to the previous year amount of Rs.465.33 Lakhs. During this year, the Net Profit has increased @ 138.08% as compared to the previous year as the market activity regained its growth during the year, especially in the High - Yield cash segment. The Board has taken all necessary steps to expand its activities by establishing new Branches/Centers in other States and also by adding new services and products. The income from the segment of e-Covernance also will certainly increase the business of the Company and has opened around 5000 Franchises during the Financial Year 2017-18. The Company also proposes to get itself registered as a Mutual Fund Intermediary. Hence, the Company expects bright future in the years to come.

Consolidated:

During the year under review, the Company has recorded an Income of Rs.6613.86 Lakhs as compared to the previous year amount of Rs.3836.35 Lakhs. The Expenditure incurred before Depreciation during the year was Rs.4918.52 Lakhs as against the amount of Rs.3018.25 Lakhs during the previous year. The depreciation and provision for taxes provided during the year were Rs.89.56 Lakhs and Rs.476.88 Lakhs respectively as compared to the depreciation and provision for taxes provided for the previous year were Rs.64.11 Lakhs and Rs.249.95 Lakhs respectively. Hence, the Company has earned a Net Profit of Rs.1128.90 Lakhs before considering Minority Interest and Share of Associate and Rs.1136.73 Lakhs after considering Minority Interest and Share of Associate as compared to the previous year amount of Rs.504.04 Lakhs before considering Minority Interest and Share of Associate Rs.501.83 Lakhs after considering Minority Interest and Share of Associate. The Net Profit for the year increased by 126.52% as compared to the Net Profit for the previous year. The Board considered the matter and has formulated necessary business plans to further increase the profit of the Company during the current Financial Year 2018-19.

4. MILESTONES ACHIEVED:

Your Company is having its footprint in 34 States and Union Territories across India and is operating through more than 70 owned branches, 8500 Franchises and is having more than 5000 Authorised Persons working under the Company.

5. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2018:

At a time when most economies in the world are moving at a sluggish pace, India, by contrast, is seen as a reforming economy with the prospect of strong long-term growth. In addition, the stock markets will become the fifth largest in world by 2018, Sanctum Wealth Management report said. "Prospective returns for equities are much higher than the 6-8 percent that one can expect from fixed income," it noted. However, if inflation or rates rise, markets are not likely to register further gains. Muted earning could also impact market performance. "Considering the fact that Nifty 50 is in a broader uptrend, a sustained move beyond the 10,490-10,580 levels could lead to a rally towards 11,200-11,500 levels in the medium term," it noted. India will overtake China to be the fastest growing large economy in 2018 and the country''s equity market will become the fifth largest in the world, a report said.

"India will become the fastest growing large economy in the world, eclipsing China. Indian equity market will jump to become the fifth largest in the world," the report said. Moreover, India also benefits from a favorable contrast to other emerging markets. In particular, the fact that China is downshifting to a slower pace of growth. As per the report, a major factor that has changed is that the domestic buyer now sets market prices. Domestic mutual funds bought equities worth $15.3 billion against $8 billion by foreign investors in 2017.

The World Bank is estimating India''s economy to grow by 6.7 percent during the current fiscal year, higher than the 6.5 percent estimate by the Indian government. The Cross Domestic Product (GDP) growth is expected to rise to 7.3 percent in 2018-19, making India again the world''s fastest growing economy, according to the World Bank''s Global Economic Prospects report. The report dropped the growth estimate for 2017-18 by 0.1 percent from its projection June 2017, because of the disruptions to the economy from the Goods and Services Tax (GST). But it raised the growth forecast for 2018-19 by 0.1 percent from the June figure. The Bank forecast GDP growth of 7.5 percent in 2019-20 and 2020-21.

6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the requirement of Section 2(87) of the Companies Act, 2013, Directors'' Report along with the Statement of Accounts of M/s. Steel City Commodities Private Limited, Subsidiary of your Company, for the year ended 31st March 2018 are appended to the Annual Report.

Steel City Commodities Private Limited

Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and is in the business of Commodities Brokers as the Member of Multi Commodity Exchange of India Ltd (MCX) and National Commodity & Derivatives Exchange Limited (NCDEX). Now the Company is fully geared up to take a major plunge into the business of Commodities Broking and the coming year looks more promising. During the Financial Year 201 7-18, the Subsidiary has earned a Net Profit of Rs. 50.67 Lakhs as against the Net Profit of Rs. 77.49 Lakhs for the Financial Year 2016-17. The profit of the Company decreased by 65.39% as compared to the F.Y. 2016-1 7 due to sluggish market conditions.

Steel City Financial Services Private Limited:

Steel City Financial Services Private Limited is an Associate Company of Steel City Securities Limited carrying on the business of Non-Banking Financial Services to its client by providing Personal Loans etc., During the Financial Year 2017-18, the Associate Company has earned a Net Profit of Rs. 34.86 Lakhs as against the Net Profit of Rs. 16.47 Lakhs for the Financial Year 2016-17. The Profit of the Company increased by 111.66% as compared to the F.Y. 2016-17.

7. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2018, the Company has not received any complaint pertaining to sexual harassment.

8. ISO CERTIFICATION:

The Company continues to hold ISO 9001 :2015 Certification with the scope of "Service Provision for Stock / Securities Market Operations, Depository Participant Services, Other Allied and Customer Support Services" from TUV India Pvt. Ltd. The Company has been complying with the concerned procedure in this regard.

9. NUMBER OF MEETINGS OF THE BOARD:

During the F.Y. 2017-18 the Board of Directors met for 9 (Nine) times to discuss about the business and other important matters relating to the Company and the details of the meetings of the Board mentioned in the Corporate Governance Report, which forms part of this report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

These have been discussed in detail in the Notes to the Standalone Financial Statements in this Annual Report and also a report on related party transactions entered into by the Company is annexed as Annexure - 5.

11. DEPOSITS:

The Company has not accepted any fixed deposits attracting the provisions of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

12. AUDITORS:

(a) Statutory Auditors:

At the Annual General Meeting held on the 19th August, 2017, M/s. SARC & Associates, Chartered Accountants, Visakhapatnam (FRN: 006085N) were appointed as Statutory Auditors of the Company and shall hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. Since the term of the Statutory Auditors is completed, the Board recommend the appointment of M/s. SARC & Associates, Chartered Accountants, Visakhapatnam (FRN: 006085N) as Statutory Auditors of the Company for a period of 4 years from the Financial Year 2018-19 till the Financial Year 2021-22.

(b) Internal Auditors:

M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam were appointed as the Internal Auditors of the Company for the Financial Year 2017-18, who are acting independently and also responsible for regulatory and legal requirements relating to operational processes and internal systems. As the Board is satisfied with the performance of these Auditors the Board Proposes to Appoint them in the next Board meeting as Internal Auditors for the Financial Year 2018-2019 also. These Auditors Report directly to the Chairman of the Board of Directors.

Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal Auditor of the Company for the Financial Year 2017-18, who are acting independently and also responsible for regulatory and legal requirements relating to D.P Operations and the Internal Audit relating to the Pension Fund Regulatory Authority of India of the company. As the Board is satisfied with the performance of these Auditors the Board Proposes to Appoint them in the next Board meeting as Internal Auditors for the Financial Year 2018-2019 also. These Auditors Report directly to the Chairman of the Board of Directors.

M/s. T.R. Chadha & Co, Chartered Accountants, Hyderabad were appointed as Internal Auditors as per the Circular issued by Securities Exchange Board of India for the Financial Year 2017-18. As the Board is satisfied with the performance of these Auditors the Board Proposes to Appoint them in the next Board meeting as Internal Auditors for the Financial Year 2018-2019 also

(c) Systems Auditors:

M/s. Kochar & Associates, Chartered Accountants, Mumbai were appointed as the Systems Auditors of the company and also as per the NSE, BSE and MCX-SX Exchanges notified Rules & Regulation from time to time for the Year 201 7-18. As the Board is satisfied with the performance of these Auditors the Board Proposes to Appoint them in the next Board meeting as Internal Auditors for the Financial Year 2018-2019 also.

(d) Secretarial Auditors:

M/s. ASM Associates, Practicing Company Secretaries, Visakhapatnam were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 form part of the Annual Report as Annexure- 8 to the Board''s Report. As the Board is satisfied with the performance of these Auditors the Board Proposes to Appoint them in the next Board meeting as Secretarial Auditors for the Financial Year 2018-2019 also.

13. AUDITORS'' REPORT:

The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remarks.

14. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank Limited, Karur Vysya Bank Limited and Karnataka Bank Limited from time to time for the business requirements.

15. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to explore all possible avenues to reduce energy consumption.

The particulars as prescribed under Sub - Section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is enclosed as Annexure - 3 to the Board''s Report.

16. MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion & Analysis is given as Annexure - 9.

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Material Developments in Human Resources/ Industrial Relations

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development 1 7. CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure -2. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. During the year, the Company has spent an amount of Rs. 15,11,017.00 , which is to be mandatorily spent by the Company on CSR activities as per the provisions of Section 135 of the Companies Act, 2013.

Your Company''s CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure - 4.

19. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 is appended as Annexure - 7 to the Board''s Report.

20. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the 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.

21. THE BOARD AND KMP:

(a) Change in the Composition of the Board of Directors:

Sri. G. Sree Rama Murthy, Chairman and Managing Director of the Company ceased to be Director of the Company due to death on 05.11.2017 and the same was noted by the Board of Directors at their meeting held on 11.11.2017. Sri. K. Satyanarayana, Executive Director

(Surveillance) was re- designated as Executive Chairman of the Company and Sri. Satish Kumar Arya, Director (Operations) was re- designated as Managing Director of the Company at the Meeting of the Board of Directors of the Company held on 24.11.2017 and the same was approved by the Shareholders by passing resolution through Postal Ballot. The Board at their meeting held on 24.11.2017 has appointed Sri. T. V. Srikanth as Additional Director of the Company to hold office till the Conclusion of the ensuing Annual General meeting.

(b) Independent Directors:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 Sri Codithi Satya Rama Prasad , Sri Murali Krishna Cherukuri, Sri. M. H. Jagannadha Rao and Sri. B. Krishna Rao continue as Independent Directors of the Company.

They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

(c) Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013 Smt. C. V. Vandana, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

(d) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Board of Directors have approved the appointments of Sri Kamireddi Satyanarayana, Executive Chairman; Sri Satish Kumar Arya, Managing Director, Sri Ramu Naraharasetti, Chief Financial Officer (CFO) and Smt. M. Srividya, Company Secretary continue to hold the office as KMP of the Company.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

23. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

The Managing Director & Whole-Time Directors of your Company did not receive remuneration from any of the Subsidiaries of your Company.

Particulars of employees as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 6 given as your Company has not paid any remuneration attracting these provisions.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company, confirm that:

a) In preparation of the Annual Accounts for the financial year ended 31st March 2018, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, consulted the Statutory Auditors 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 as at end of the financial year and of the profit or loss of the Company, for that period.

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

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; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. DECLARATION BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law.

26. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statement relate to and the date of this report.

27. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. The Whistle Blower Policy is also available on your Company''s website (www.steelcitynettrade.com).

28. RISK MANAGEMENT:

All the risks are discussed at the Senior Management Level at their meetings periodically to ensure that the risk mitigation plans are well thought out and implemented and adverse impact of risks is avoided or kept within manageable proportions. Further, the Board has been identifying the elements of the Risks which may threaten the existence of the Company from time to time.

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

30. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts.

31. BOARD EVALUATION:

The Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman as well as the Whole-Time Directors was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

32. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

33. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

34. STATUTORY COMPLIANCES:

The Company has complied and continues to comply with all the applicable Regulations, Circulars and Guidelines issued by the MCA, Exchanges, SEBI, other Regulating Agencies, filings, etc.

35. STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO:

The Company as on the 31st day of March, 2018 has fully utilized the amount raised through Initial Public Offer by getting itself listed on the Emerge Platform of National Stock Exchange of India Limited.

The table below depicts the status of the utilization of the proceeds raised by the Company from IPO:

Particulars

Amount

Issue Proceeds

1499.40

Less: Utilisation of IPO proceeds upto March 31, 2018

1499.40

Funds Unutilized

NIL

The table below depicts the object wise utilization of the proceeds of the IPO as on 31.03.2018:

Particulars

Proposed amount as per Prospectus

Proposed amount as per the Resolution passed through Postal Ballot on 02.01.2018

Amount utilized as on 31.03.2018

Investment in Technology Upgradation and office infrastructure for expansion of E- Governance business

390.00

194.02

194.02

Setting up AADHAAR Enrolment centre at all our existing Branches

264.00

0.87

0.87

Enhancement of our Company''s brand through advertising and other brand-building activities

250.00

1.00

1.00

Working Capital Requirement

200.00

887.04

887.04

Offer Expenses

220.00

241.07

241.07

General Corporate Purposes

175.40

175.40

175.40

Total

1499.40

1499.40

1499.40

36. 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:

a. Neither the Managing Director nor the Whole-Time Director of the Company receives any remuneration or commission from any of its subsidiary.

b. Issue of Equity Shares with differential rights as to Dividend, voting.

c. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company has transferred a consolidated amount of Rs. 3,61,350/- of Unclaimed Dividend as and when they became due to Investor Education and Protection Fund (IEPF) during the Financial Year 2017-18.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e., 19th August, 2017), with the Ministry of Corporate Affairs.

38. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124(6) Companies Act, 2013, the Company is required to transfer Shares of the Company relating to those Shareholders who haven''t claimed Dividend for a period of 7(Seven) Consecutive years. Hence, as per the above provisions, Your Company has transferred 62500 Equity Shares of the Company to Investor Education and Protection Fund.

39. ACKNOWLEDGEMENTS:

Steel City Securities Limited is grateful to the Government of India, Securities and Exchange Board of India, National Securities Clearing Corporation Limited, Bombay Stock Exchange Ltd, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depositary Services (India) Limited,, Metropolitan Stock Exchange of India Ltd (MSEI), National Commodities & Derivatives Exchange (NCDEX), Multi Commodities Exchange (MCX), and other Exchanges, Pension Fund Regulatory & Development Authority (PFRDA), Bankers, Rating agencies (CRISIL), Government Authorities, Local Bodies and other agencies for their continued cooperation, support and guidance.

Steel City Securities Limited would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative has made the organization''s growth and success possible and continues to drive its progress. Finally, the Directors wish to express their gratitude to the members for their trust and support.

By Order of the Board

For STEEL CITY SECURITIES LIMITED

Place: Visakhapatnam

Date: 29.05.2018

(K. Satyanarayana)
Executive Chairman

(Satish Kumar Arya)
Managing Director

(DIN: 00045387)

(DIN: 00046156)

Annexure I Form AOC-1

(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

Part "A": Subsidiary

(Amount in Rs.)

SI. No.

Particulars

Steel City Commodities Private Limited

1.

CIN of the Subsidiary

U51399AP2002PTC039727

2.

Reporting period for the subsidiary concerned, if different from the holding company''s reporting period

01.04.2017 to 31.03.2018

3.

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

Rupee (INR)

4.

Share capital

Rs. 1,00,00,000

5.

Reserves & surplus

Rs. 12,70,98,730.97

6.

Total assets

Rs. 17,56,80,096.69

7.

Total Liabilities

Rs. 3,85,81,365.72

8.

Investments ( Non- current)

Rs. 2,53,95,880.00

9.

Turnover

Rs. 2,68,91,858.35

10.

Profit before taxation

Rs. 50,67,304.32

11.

Provision for taxation

Rs. 12,90,471.21

12.

Profit/Loss after taxation

Rs. 37,76, 833.11

13.

Proposed Dividend

Rs. 24,07,160.00

14.

% of shareholding

83.65%

Part "B": Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

SI.

No.

Name of associates/Joint Ventures

Steel City Financial Services Private Limited Associate Company

1.

Latest audited Balance Sheet Date

31.03.2018

2.

Shares of Associate/Joint Ventures held by the company on the year end

9,60,000 Shares

Amount of Investment in Associates/Joint Venture

Rs. 96,00,000/-

Extent of Holding %

21.87%

3.

Description of how there is significant influence

Holding 43.74% of equity share stake along with its subsidiary

4.

Reason why the associate/joint venture is not consolidated

NA

5.

Net worth attributable to shareholding as per latest audited Balance Sheet

Total Networth of the Associate Company is Rs.6,23,97,835.23

6.

Profit/Loss for the year

Rs.34,86,490.27

i. Considered in Consolidation

Rs.34,86,490.27

ii. Not Considered in Consolidation

NA

In terms of our report attached

For SARC & ASSOCIATES

For STEEL CITY SECURITIES LIMITED

Chartered Accountants

Firm Reg.No.006085N

CHANDRA SEKHAR AKULA

K SATYANARAYANA

SATISH KUMAR ARYA

GSR PRASAD

Partner

EXECUTIVE CHAIRMAN

MANAGING DIRECTOR

DIRECTOR

Membership No.206704

PLACE: VISAKHAPATNAM

N RAMU

M SRIVIDYA

DATE : 29.05.2018

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY

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