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Steel City Securities Ltd. के निदेशक की रिपोर्ट

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 31^st 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	-	-	-	-
V.

f					\)
	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 10^th day of July, 2024 has declared 1^st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each; declared 2^nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 11^th day of December, 2024 and declared 3^rd Interim Dividend @10% for every Equity Share of Rs. 10/- each at their meeting held on 20^th 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 âActâ) 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 (âthe Actâ). 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 Companyâs 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%.

Indiaâs 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.

RBIâs 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 Indiaâs continued long-term growth story. The emphasis on technology and digital transformation, spearheaded by the governmentâs 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 governmentâs 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.

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. COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Directorâs 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 Directorâs or Managing Director of the Company draw any remuneration from the Subsidiary Company.

11. DIRECTORSâ 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 Companyâs 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 31^st 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 31^st 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:

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 Boardâs 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 27^th 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.

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:

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 AUDITORSâ 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 Auditorâs 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 Boardâs 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 Boardâs 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 Boardâs Report. The Auditor Certificate on Corporate Governance is also annexed along with the report on Corporate Governance is annexed as Annexure to the Boardâs 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 âFamiliarisation Programme for Independent Directorsâ. 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 Companyâs CSR Policy Statement and Annual Report on the CSR Activities undertaken during the Financial Year ended 31^st 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 Companyâs policies, the safeguarding ^{of its as}sets, 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 COMPANYâS 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 Companyâs 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 Companyâs 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 Boardâs 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 31^st 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 8^th day of July, 2023 has declared 1^st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2^nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 5^th 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 âActâ) 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 (âthe Actâ). 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 Companyâs 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 havenât 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:

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. COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNEARATION:

The Company has formulated a policy on Directorâs 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 Directorâs or Managing Director of the Company does not draw any remuneration from the Subsidiary Company.

11. DIRECTORSâ 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 31^st March 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;

the Company as at end of the financial year and of the profit or loss of the Company, for that period.

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:

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.

During the year ended 31^st 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:

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:

(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.

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 Boardâs 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 AUDITORSâ 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:

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.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

25. FAMILIRAISATION PROGRAMMES:

In terms of the provisions of Regulation 25 of the Listing Regulations, the Company has framed a policy on âFamiliarisation 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.

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 31^st 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:

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 COMPANYâS 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.

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 Companyâs 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 Companyâs website (www.steelcitynettrade.com).

34. RISK MANAGEMENT:

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

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

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

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:

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.

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.

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 31^st 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 13^th day of October, 2022 has declared 1^st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and has declared 2^nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting held on 8^th 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 âActâ) 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 (âthe Actâ). 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 â Steel City Heightsâ.

vi. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31,2023, out of the Companyâs 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 countryâs 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:

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:

â¢ 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

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

â¢ 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:

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.

(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. COMPANYâS POLICY ON DIRECTORâS 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 Directorâs or Managing Director of the Company did not receive / earn any remuneration from the Subsidiary Company.

11. DIRECTORSâ 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 31^st March 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures;

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:

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.

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

14. ISO CERTIFICATION:

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 armâs 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.

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 30^th 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.

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 AUDITORSâ 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.

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

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 31^st 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:

27. INTERNAL FINANCIAL CONTROLS:

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 Managing Director & Whole-Time Directors of your Company did not receive remuneration from any of the Subsidiaries of your Company.

30. DECLARATION BY INDEPENDENT DIRECTORS:

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 Companyâs 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 Companyâs website (www.steelcitynettrade.com).

32. RISK MANAGEMENT:

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

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.

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.

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.

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

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:

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.

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

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:

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.

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

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;

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:

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:

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.

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:

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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