To,
The Members,
STEEL CITY SECURITIES LIMITED
“Steel City Heights”, # 50-81-18,
Main Road, Seethammapeta,
Visakhapatnam - 530016
Andhra Pradesh, India.
Your Directors have pleasure in presenting the Thirty Second Annual Report on the
business and operations of the Company along with the Audited Financial Statements for the
Financial Year ended 31st March, 2026 and the Report of the Auditors thereon.
. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
| Gross Income |
6609.58 |
6976.64 |
6675.20 |
6995.44 |
| Expenditure |
4538.29 |
4564.32 |
4556.05 |
4564.47 |
| Profit/ loss before Depreciation , Finance Costs, Exceptional Items &
Taxation |
2071.29 |
2412.32 |
2119.15 |
2430.97 |
| Less: Depreciation |
89.39 |
97.37 |
90.73 |
98.80 |
| Profit/ loss after Depreciation and before Finance Costs, Exceptional
Items & Taxation |
1981.90 |
2314.95 |
2028.42 |
2332.17 |
| Less: Finance Costs |
90.24 |
122.35 |
90.24 |
122.35 |
| Profit/ loss before Exceptional Items & Taxation |
1891.66 |
2192.60 |
1938.18 |
2209.82 |
| Add/ (Less): Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/ loss before taxation |
1891.66 |
2192.60 |
1938.18 |
2209.82 |
| Less: Provision for Taxation |
|
|
|
|
| For earlier years |
(2.55) |
10.09 |
(3.00) |
9.91 |
| For current year |
505.51 |
562.24 |
515.08 |
564.11 |
| Deferred Tax Liability |
(16.07) |
(1.94) |
(17.33) |
(0.60) |
| Net Profit after Taxation |
1404.77 |
1622.21 |
1443.43 |
1636.39 |
| Add: Share of Profit in Associate |
- |
- |
(14.55) |
78.84 |
| Add: Other Comprehensive Income for the year |
16.63 |
(4.90) |
16.63 |
(4.90) |
| Profit after Tax after Share of Profit in Associate and Comprehensive
Income |
1421.40 |
1617.31 |
1445.51 |
1710.33 |
| Less: Minority Interest |
- |
- |
- |
- |
Profit for the Year |
1421.40 |
1617.31 |
1445.51 |
1710.33 |
| Basic (EPS) |
9.41 |
10.71 |
9.57 |
11.32 |
| Diluted (EPS) |
9.41 |
10.71 |
9.57 |
11.32 |
| Opening Balance of Retained Earnings |
7091.13 |
6240.33 |
8604.76 |
7667.00 |
| Closing Balance of Retained Earnings |
7772.41 |
7091.13 |
9305.06 |
8640.23 |
2. AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors proposes to transfer an amount of Rs. 140.48 Lakhs to General
Reserve for the Financial Year 2025-26.
3. DIVIDEND:
The Board of Directors of the Company at their meeting held on the 22nd day of August,
2025 has declared 1st Interim Dividend @ 10% for every Equity Share of Rs. 10/- each and
declared 2nd Interim Dividend @10% for every Equity Share of Rs.10/- each at their meeting
held on 1st day of December, 2025 and declared 3rd Interim Dividend @10% for every Equity
Share of Rs. 10/- each at their meeting held on 26th February, 2026 after considering the
Provisional Financials of the Company. The Board further recommends a Final Dividend @ 10%
for every Equity Share of Rs. 10/- each after taking into consideration the Financial
position of the Company. On the whole the Company has declared a dividend of Rs. 4.00/-
i.e, @40% for every Equity Share of Rs.10/- each for the Financial Year 2025-26.
4. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR:
i. Standalone:
During the year under review, the Company has recorded an Income of Rs.6609.58 Lakhs
as compared to the previous year amount of Rs. 6976.64 Lakhs. The Expenditure
incurred before depreciation during the year was Rs.4628.53 Lakhs as against the
amount of Rs. 4686.67 Lakhs during the previous year. The depreciation and
provision for taxes provided during the year were respectively Rs.89.39 Lakhs and Rs.486.89
Lakhs as compared to the depreciation and provision for taxes provided for the
previous year were Rs. 97.37 Lakhs and Rs. 570.39 Lakhs respectively. Hence,
the Company has earned a Net Profit of 1421.40 Lakhs as compared to the previous
year amount of Rs. 1617.31 Lakhs. The Board has taken all necessary steps to expand
its activities by establishing new Branches/Centers in other States and also by adding new
services and products. The income from the segment of e-Governance also will certainly
increase the business of the Company and has opened around 5000+ Franchises during the
Financial Year 2025-26. The Company expects bright future in the years to come.
Consolidated:
During the year under review, the Company has recorded an Income of Rs. 6675.20
Lakhs as compared to the previous year amount of Rs. 6995.44 Lakhs. The
Expenditure incurred before depreciation during the year was Rs. 4646.29 Lakhs as
against the amount of Rs. 4686.82 Lakhs during the previous year. The depreciation
and provision for taxes provided during the year were Rs. 90.73 Lakhs and Rs.
494.75 Lakhs respectively as compared to the depreciation and provision for taxes
provided for the previous year were Rs. 98.80 Lakhs and Rs. 57.43 Lakhs respectively.
Hence, the Company has earned a Net Profit of Rs. 1445.51 Lakhs as compared to the
previous year amount of Rs. 1710.33 Lakhs.
ii. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of Business of the Company during the Financial Year
2025-26.
iii. CHANGE IN ACCOUNTING POLICIES:
The financial statements for the F. Y 2025-26 have been prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act') and other
relevant provisions of the Act. The Balance Sheet, Statement of Profit and Loss (including
other comprehensive income) and Statement of changes in Equity are prepared and presented
in the format prescribed in the Division III of Schedule III to the Companies Act, 2013
(“the Act”). The Statement of Cash Flows has been prepared and presented as per
the requirements of Ind AS.
iv. MATERIAL CHANGES AND COMMITMENTS OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL
THE DATE OF THE REPORT:
There were no material changes and commitments occurred since the end of the Financial
Year till the date of the report.
v. MILESTONES ACHIEVED:
The Company has further expanded its presence by opening a new branch office in Patna,
Bihar, thereby extending its operations to Eastern India.
The Company, through its wholly owned subsidiary, M/s. Steel City Commodities Private
Limited, has acquired a site measuring 555 square yards at Rajendra Nagar, Visakhapatnam.
It has successfully completed the construction of a five-storeyed building with a built-up
area of approximately 18,000 square feet.
The newly constructed building has been leased to Sri Viswa Educational Institutions,
thereby enabling the Company to diversify its sources of income.
VI. DEPOSITORY SYSTEM:
The Equity Shares of the Company are compulsorily tradable in electronic form. As on
March 31,2026, out of the Company's total paid-up Equity Share Capital comprising of
1,51,07,095 Equity Shares, only 53,300 Equity Shares are in physical form and the
remaining shares are in electronic form (demat form). In view of the numerous advantages
offered by the Depository System, the Members holding shares in physical form are advised
to avail the facility of dematerialization.
vi. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2026:
Indian Stock Market Outlook - 2026
The Indian stock market in 2026 continues to navigate a phase of consolidation
following the correction witnessed in 2025. After reaching record highs in previous years,
the market experienced volatility-driven adjustments, offering investors an opportunity to
reassess long-term growth prospects. This phase of stabilization is essential for building
a stronger and more sustainable foundation for future expansion.
A Stabilizing Market Environment
The correction that began as profit booking in FY24 extended through 2025, impacting
benchmark and broader indices. The Nifty 50 and Sensex saw corrections of approximately
13% and 12%, respectively, while mid-cap and small-cap indices experienced sharper
declines. However, as 2026 progresses, markets are showing signs of stabilization,
supported by improved valuations and renewed investor confidence.
This transition phase is fostering a healthier investment environment, enabling long-
term investors to accumulate fundamentally strong companies at more reasonable price
levels.
Corporate Earnings and Economic Growth
Corporate earnings have gradually aligned with realistic growth expectations,
contributing to more sustainable valuations. India's GDP is projected to grow at
approximately 6.7% in 2026, reinforcing its position as one of the fastest-growing major
economies globally. The moderation seen in earlier periods reflects a normalization rather
than a structural slowdown.
Government's Strategic Initiatives
The Government continues to focus on strengthening domestic demand while maintaining
fiscal prudence. Policy measures such as enhanced income tax exemptions and sustained
capital expenditure are aimed at boosting consumption and supporting long-term economic
growth. Continued emphasis on infrastructure development remains a key driver for economic
expansion.
RBI's Monetary Policy Measures
The Reserve Bank of India's accommodative stance, including the earlier reduction in
the repo rate to 6.25%, has supported liquidity and economic activity. In 2026, the focus
remains on balancing inflation control with growth stimulation, ensuring a stable monetary
environment conducive to investment and consumption.
Investment Trends and Opportunities
In response to market fluctuations, investors have increasingly focused on portfolio
diversification, with stable assets such as gold continuing to attract interest. At the
same time, India's structural growth drivers remain intact.
Key sectors such as digital technology, fintech, renewable energy, and e-commerce
continue to present strong investment opportunities, supported by government initiatives
and rising digital adoption. Additionally, infrastructure development and urbanization are
driving renewed momentum in real estate and construction sectors.
Looking Ahead
While short-term volatility persists, the long-term outlook for the Indian economy
remains positive. A resilient corporate sector, supportive policy framework, and expanding
consumer base continue to strengthen India's position as a preferred investment
destination.
Investors who maintain a disciplined, long-term approach focused on strong fundamentals
are likely to benefit from the evolving opportunities. As market stability strengthens
further in 2026, the foundation is set for sustained economic growth and value creation in
the years ahead.
5. CAPITAL AND DEBT STRUCTURE:
a. AUTHORISED SHARE CAPITAL:
The present Authorised Share Capital of the Company is Rs. 2,500 Lakhs.
b. ISSUED AND PAID - UP SHARE CAPITAL OF EQUITY SHARES:
The present Issued and Paid-up Share Capital of the Company is Rs. 15,10.71 Lakhs.
c. ISSUE OF EQUITY SHARES:
During the year the Company has not issued any Equity Shares.
d. BUY BACK OF SECURITIES:
The Company has not bought back any of its Securities during the year under review.
e. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
f. BONUS SHARES:
No Bonus Shares were issued during the year under review.
g. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the Employees.
h. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights during the year.
i. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY
TRUSTEES FOR THE BENEFIT OF EMPLOYEES:
The Company has not provided any money for purchase of own Shares, by Employees or by
Trustees for the benefits of Employees.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the Financial Year 2025-26, an amount of Rs.1,42,550/- being due and
outstanding, was required to be transferred to the Investor Education and Protection Fund
(IEPF). The Company has duly transferred the said amount to the IEPF during the year.
Further, an amount of Rs.88,800/- which was due for transfer in April 2026, has also
been duly transferred by the Company.
7. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the
applicable rules, no shares were required to be transferred to the Investor Education and
Protection Fund (IEPF) during the Financial Year 2025-26, as there were no shares in
respect of which dividends had remained unclaimed for a period of seven consecutive years.
8. MANAGEMENT:
(a) Change in the Composition of the Board of Directors:
There were no changes in the composition of the Board of Directors of the Company
during the Financial Year 2025-26 under review.
(b) Independent Directors:
Pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other
applicable provisions of the Companies Act, 2013, along with the Companies (Appointment
and Qualification of Directors) Rules, 2014, Sri Bheri Krishna Rao, Sri Geddam Vijaya
Kumar, Sri Emmididsetty Sridhar, and Sri Ch. Murali Krishna continue to serve as
Independent Directors of the Company.
All the Independent Directors have submitted declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act. The Board has also
noted that there has been no change in the circumstances affecting their status as
Independent Directors during the Financial Year 2025-26.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Smt. G. V. Vandana, Director of the
Company, is liable to retire by rotation at the forthcoming Annual General Meeting and,
being eligible, has offered herself for re-appointment.
The Board further confirms that none of the Directors of the Company are disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Necessary declarations in this regard have been obtained from all the Directors.
(d) Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has approved and noted the continuance of the following Key Managerial Personnel
(KMP) of the Company:
Sri Kamireddi Satyanarayana, Whole-time Director designated as Executive Chairman; Sri
Satish Kumar Arya, Managing Director & CEO; Sri T. V. Srikanth, Whole-time Director
designated as Director (IT); Sri Ramu Naraharasetti, Director (Finance) & Chief
Financial Officer (CFO); and Smt. M. Srividya, Company Secretary & Chief Compliance
Officer.
The above-mentioned persons continue to hold office as Key Managerial Personnel of the
Company.
9. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNEARATION:
The Company has formulated a Policy on Directors' Appointment and Remuneration, which
is available on the Company's website at www.steelcitynettrade.com
10. REMUNERATION OF MD/ WTD FROM SUBSIDIARY / ASSOCIATE COMPANY:
None of the Whole-time Directors or the Managing Director of the Company draws any
remuneration from the Company's subsidiaries or associate companies.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, and considering the work performed by the
internal auditors, statutory auditors, secretarial auditors, and external consultants,
including the audit of Internal Financial Controls over financial reporting by the
Statutory Auditors, as well as the reviews conducted by the management and the relevant
Board Committees, including the Audit Committee, the Board is of the opinion that the
Company's Internal Financial Controls were adequate and effective during the Financial
Year 2025-26.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms that:
a) In the preparation of the annual accounts for the financial year ended 31st March
2026, the applicable Accounting Standards have been followed, along with proper
explanation of material departures, if any;
b) The Directors have selected appropriate accounting policies, in consultation with
the Statutory Auditors, applied them consistently, and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year and of the profit or loss of the Company
for that period;
c) The Directors have taken proper and sufficient care, to the best of their knowledge
and ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for
preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts of the Company on a going concern
basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively;
and
f) The Company has a proper system to ensure compliance with the provisions of all
applicable laws, and such systems are adequate and operating effectively.
12. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
Our Company has One (1) Wholly Owned Subsidiary i.e., M/s. Steel City Commodities
Private Limited and an Associate Company i.e, M/s. Steel City Financial Services Private
Limited. The financial performance of both the Companies is enumerated below:
Steel City Commodities Private Limited
Steel City Commodities Private Limited became Subsidiary of the Company in 2004 and
Wholly Owned Subsidiary during the Financial Year 2018-19, is in the business of Corporate
Insurance Agent and also into the business of Credit cards. During the Financial Year
2025-26, the Subsidiary has earned a Net Profit of Rs.50.63 lakhs as against the Net
Profit of Rs.24.84 Lakhs for the Financial Year 2024-25.
Steel City Financial Services Private Limited:
Steel City Financial Services Private Limited is an Associate Company of Steel City
Securities Limited carrying on the business of Non-Banking Financial Services by providing
Project finance loans, Housing Loans, Personal Loans, Loans against Shares etc., to its
clients. During the Financial Year 2025-26, the Associate Company has earned a Net Loss of
Rs.11.32 lakhs as against the Net Profit of Rs.202.22 Lakhs for the Financial Year
2024-25.
13. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013.
The Company has always believed in providing a safe and harassment-free workplace for
all individuals working within its premises and continuously endeavors to maintain an
environment that is free from discrimination and harassment, including sexual harassment.
During the financial year ended 31st March 2026, the Company did not receive any
complaints pertaining to sexual harassment.
14. ISO CERTIFICATION:
The Company holds ISO 27001:2022 certification for its Information Security Management
System, issued by Pyramid Certifications LLP. The Company continues to comply with the
applicable procedures and requirements prescribed under the said certification framework.
15. NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2025-26, the Board of Directors met for 11 (eleven) times to
discuss business operations and other important matters relating to the Company. The
details of the Board Meetings are provided in the Corporate Governance Report, which forms
part of this Report.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts, arrangements, and transactions entered into by the Company during the
Financial Year with related parties were in the ordinary course of business and on an
arm's length basis and were duly approved by the Audit Committee. None of the related
party transactions entered during the year were material in nature as per the applicable
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the year under review, the Company purchased 4,00,000 equity shares of Meloria
ARC Limited held in the name of M/s. Steel City Commodities Private Limited at a value of
15/- per equity share, based on the valuation certificate obtained from a registered
valuer.
The details of the related party transactions are disclosed in the Notes to the
Standalone Financial Statements forming part of this Annual Report. Further, a report on
related party transactions entered into by the Company is annexed as Annexure - 2 to the
Board's Report.
17. DEPOSITS:
The Company has not accepted any fixed deposits within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, there were no deposits or interest thereon outstanding as on the Balance
Sheet date.
18. AUDITORS:
(a) Statutory Auditors:
At the Annual General Meeting held on 27th September 2023, M/s. Rao & Kumar,
Chartered Accountants, Visakhapatnam (FRN: 003089S), were appointed as the Statutory
Auditors of the Company for a term of four years commencing from the Financial Year
2023-24. Accordingly, they continue to act as the Statutory Auditors of the Company for
the Financial Year 2026-27. Further, the company was informed that there is a change in
the constitution of the firm of statutory Auditors (i.e.) from M/s Rao & Kumar to M/s
Rao & Kumar LLP.
The remuneration payable to the Statutory Auditors for the said financial year is
Rs.4.00 lakhs per annum, inclusive of all expenses.
(b) Internal Auditors:
M/s. Rao & Manoj Associates, Chartered Accountants, Visakhapatnam, were appointed
as the Internal Auditors of the Company for the Financial Year 2025-26. They function
independently and are responsible for reviewing operational processes, internal systems,
and compliance with regulatory and legal requirements. Based on their satisfactory
performance, the Board proposes to re-appoint them as Internal Auditors for the Financial
Year 2026-27. The Internal Auditors report directly to the Chairman of the Board of
Directors.
Sri. Y.S.N. Murthy, Chartered Accountant, Visakhapatnam was appointed as Internal
Auditor of the Company for the Financial Year 2025-26, who are acting independently and
also responsible for regulatory and legal requirements relating to D.P Operations and the
Internal Audit relating to the POP operations of the Company under the Pension Fund
Regulatory Authority of India of the company. As the Board is satisfied with the
performance of the Auditor, the Board Proposes to appoint him as Internal Auditor for the
Financial Year 2026-27 also. These Auditors Report directly to the Chairman of the Board
of Directors.
M/s. Ramamoorthy (N) & Co., Chartered Accountants, Visakhapatnam, were appointed as
Internal Auditors in accordance with the circular issued by the Securities and Exchange
Board of India, for a term of four years commencing from the Financial Year 2023-24.
Accordingly, they shall hold office up to the Financial Year 2026-27.
M/s. RK Sangu & Associates, Chartered Accountants, Visakhapatnam were appointed as
GST Auditors of the Company for the Financial Year 2025-26 to conduct GST Audit of the
Company. As the Board is satisfied with the performance of these Auditors the Board
proposes to appoint them as GST Auditors for the Financial Year 2026-27 also.
Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary was appointed as Internal
Auditor of the Company to audit the TIN -FC Operations of the Company for the Financial
Year 2024-25. Since the Board is satisfied with the performance of this auditor, the Board
proposes to appoint him as Internal Auditor for the Financial Year 2025-26 also.
(c) Systems Auditors:
M/s. Paras B Shah & Associates, Chartered Accountants, were appointed as the
Systems Auditors of the company and also as per the NSE, BSE, MSEI, MCX and NCDEX
Exchanges notified Rules & Regulation from time to time for the Year 2024-25. They
continue to act as Systems Auditors of the Company for the Financial Year 2026-27 also.
(d) Secretarial Auditors:
Pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from 13th December
2024, a listed entity shall, based on the recommendation of the Board of Directors,
appoint or re-appoint (i) an individual as Secretarial Auditor for not more than one term
of five consecutive years, or (ii) a Secretarial Audit firm for not more than two terms of
five consecutive years, subject to approval of the shareholders in the Annual General
Meeting.
In compliance with the above provisions, M/s. ASN Associates, Practicing Company
Secretaries, Visakhapatnam, were appointed as Secretarial Auditors of the Company for a
term of five financial years commencing from Financial Year 2025-26of the shareholders at
the 31st Annual General Meeting held on 21st day of June, 2025.
The Secretarial Audit Report for the Financial Year 2025-26, duly signed by the
Secretarial Auditors, forms part of this Annual Report as Annexure - 8 to the Board's
Report.
19. STATUTORY AUDITORS' REPORT:
The standalone and consolidated financial statements of the Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of
the Companies Act, 2013.
The Statutory Auditors' Report does not contain any qualifications, reservations,
adverse remarks, or disclaimers.
Further, the Statutory Auditors of the Company have not reported any instances of fraud
to the Audit Committee or the Board of Directors under Section 143(12) of the Companies
Act, 2013 during the year under review.
20. CREDIT & GUARANTEE FACILITIES:
The Company has been availing secured loans, overdraft facilities, and bank guarantee
facilities from HDFC Bank Limited, Karur Vysya Bank Limited, and ICICI Bank Limited from
time to time, to meet its business requirements.
21. PARTICULARS REGARDING ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The nature of activities carried on by the Company does not involve significant
consumption of energy. However, the Company continues to explore and adopt all possible
measures to reduce energy consumption wherever applicable.
The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 5 to the Board's
Report.
22. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has established adequate internal control systems to ensure compliance with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India, and such systems are operating effectively.
23. MANAGEMENT DISCUSSION ANALYSIS:
A detailed report on the Management Discussion and Analysis is provided as Annexure -
10 to the Board's Report.
The Board has continued its efforts and taken necessary steps in the following areas:
1. Industry structure and developments
2. Growth strategy
3. Segment-wise performance
4. Internal control systems and their adequacy
5. Strengths, weaknesses, opportunities, and threats (SWOT analysis)
6. Financial performance with respect to operational performance
7. Material developments in human resources and industrial relations
8. Regulatory and statutory compliances
9. Talent management, leadership development, and employee retention
10. Learning and development initiatives
24. CORPORATE GOVERNANCE:
The Company has consistently complied with the principles of good Corporate Governance
over the years. In compliance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance
forms an integral part of this Annual Report as Annexure - 3 to the Board's Report.
The Certificate issued by the Secretarial Auditors on Corporate Governance is also
annexed along with the Corporate Governance Report as Annexure - 4 to the Board's Report.
Board diversity
The Company recognizes and embraces the importance of a diverse Board in its success.
It believes that a truly diverse Board enhances decision-making by leveraging differences
in thought, perspective, knowledge, skills, regional and industry experience, cultural and
geographical background, age, ethnicity, race, and gender, thereby helping the Company
sustain its competitive advantage.
25. FAMILIRAISATION PROGRAMMES:
In terms of the provisions of Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on
‘Familiarisation Programme for Independent Directors'.
Upon appointment, Independent Directors are issued a formal Letter of Appointment
which, inter alia, sets out their roles, functions, duties, and responsibilities as
Directors of the Company.
Further, Independent Directors are familiarised with the Company, their roles and
responsibilities, the nature of the industry in which the Company operates, the business
model of the Company, and various businesses within the group. They are also informed in
detail about the statutory compliances required under the Companies Act, 2013 and the SEBI
(LODR) Regulations.
On an ongoing basis, as part of the agenda of Board and Committee Meetings,
presentations are regularly made to the Independent Directors covering various aspects,
including business strategies, management structure, management development, quarterly and
annual financial results, budgets, internal audit reviews, risk management framework, and
operations of subsidiaries.
26. SUCCESSION PLAN:
The Board has satisfied itself that appropriate succession planning mechanisms are in
place to ensure orderly succession for appointments to the Board of Directors and Senior
Management. The Company has developed processes to identify and develop potential internal
candidates to assume key leadership positions, thereby ensuring continuity in leadership
and smooth transition without disruption to operations.
The succession planning framework is designed to support the long-term strategic
objectives of the Company, strengthen the leadership pipeline, and ensure that the
organization is well-prepared to meet future business needs. The Board periodically
reviews the effectiveness of these arrangements to ensure their adequacy and alignment
with the Company's growth plans.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The key philosophy of all Corporate Social Responsibility (CSR) initiatives of the
Company is guided by the core principles of Scale, Impact, and Sustainability.
During the year, the Company has incurred and spent an amount of Rs.34.24 lakhs towards
CSR activities, being the mandatory CSR expenditure required under Section 135 of the
Companies Act, 2013.
The CSR Policy of the Company, along with the Annual Report on CSR activities
undertaken during the financial year ended 31st March 2026, prepared in accordance with
Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed to this Report as Annexure - 6.
28. ANNUAL RETURN:
Pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, as amended, the Annual Return of the Company
is available on the Company's website at www.steelcitynettrade.com.
29. INTERNAL FINANCIAL CONTROLS:
The Board has adopted appropriate policies and procedures to ensure the orderly and
efficient conduct of its business, including compliance with the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial
disclosures.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant or material orders passed by any regulator, court, or
tribunal impacting the going concern status of the Company or affecting its future
operations.
31. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The remuneration paid to the Directors is in accordance with the recommendations of the
Nomination and Remuneration Committee constituted pursuant to Section 178 of the Companies
Act, 2013, read with applicable rules made thereunder and any statutory amendments or
re-enactments for the time being in force.
The particulars of employees, as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure - 7 forming part
of this Annual Report.
32. DECLARATION BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which he participates
as a Director and thereafter at the first meeting of the Board in every Financial Year,
gives a declaration that he meets the criteria of independence as provided under law.The
same Declaration has been received from all the Independent Directors of the Company for
the Financial Year 2025-26.
33. VIGIL MECHANISM:
The Company believes in conducting its affairs in a fair and transparent manner by
adhering to the highest standards of professionalism, honesty, integrity, and ethical
behaviour.
Accordingly, the Board of Directors has formulated a Whistle Blower Policy in
compliance with Section 177(9) of the Companies Act, 2013. The policy is reviewed
periodically by the Board and provides a mechanism for reporting concerns relating to
unethical behaviour, actual or suspected fraud, or violation of the Company's Code of
Conduct or ethics.
The Vigil Mechanism enables employees to report concerns regarding discrimination,
harassment, victimisation, or any other unfair practices, as well as instances of fraud,
to the Chairman of the Audit Committee. All reported matters are duly investigated and
appropriate action is taken in accordance with the Whistle Blower Policy.
It is further confirmed that no person has been denied access to the Chairman of the
Audit Committee. The Whistle Blower Policy is also available on the Company's website at
www.steelcitynettrade.com
34. RISK MANAGEMENT:
All key risks are periodically discussed at the senior management level to ensure that
appropriate risk mitigation plans are formulated, implemented, and monitored, so that the
adverse impact of risks is either avoided or kept within manageable limits.
Further, the Board periodically identifies and reviews the elements of risks that may
potentially threaten the existence or sustainability of the Company.
35. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THE
COMPANIES ACT, 2013:
The particulars of loans, guarantees and investments have been disclosed in the
financial statements. However, out of the Inter Corporate Loan of Rs.1.5 Crores to its
wholly Owned Subsidiary M/s. Steel City Commodities Private Limited during the Financial
Year 2022-23 only an amount of Rs.25 lakhs remains due.
36. BOARD EVALUATION:
The annual evaluation of the Board of Directors, Individual Directors, and Committees
was conducted in accordance with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after obtaining inputs from all
Directors, based on criteria such as Board composition and structure, effectiveness of
Board processes, adequacy of information provided, and overall functioning of the Board.
The performance of the Committees was evaluated by the Board after obtaining inputs
from Committee members, based on criteria such as composition of Committees and
effectiveness of Committee meetings.
The above criteria are broadly aligned with the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on 5th January 2017.
The Board and the Nomination and Remuneration Committee reviewed the performance of
Individual Directors based on criteria such as contribution to Board and Committee
meetings, preparedness on matters to be discussed, and the quality of participation and
constructive inputs provided. The performance of the Chairman was also evaluated on key
aspects of his role.
In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, the Board as a whole, and the Chairman, as well as Whole-time Directors, was
evaluated, taking into account the views of Executive and Non-Executive Directors. The
outcome of the Independent Directors' meeting was subsequently discussed at the Board
meeting, wherein the performance of the Board, its Committees, and Individual Directors
was also deliberated. The evaluation of Independent Directors was carried out by the
entire Board, excluding the concerned Independent Director.
The evaluation process reinforced the Board's confidence in the ethical standards of
the Company, cohesiveness among Board members, the flexibility of the Board and management
in addressing challenges, and the openness of the management in sharing strategic
information with the Board.
37. INSURANCE:
All the assets of the Company wherever necessary and to the extent required have been
adequately insured.
38. EMPLOYEE RELATIONS:
The relationship with the staff and workers remained cordial throughout the year. The
Directors wish to place on record their appreciation for the valuable contribution and
cooperation extended by employees at all levels.
The Company continues to take necessary steps to recruit suitable personnel as and when
required to meet its operational needs.
39. STATUTORY COMPLIANCES:
The Company has complied and continues to comply with all applicable regulations,
circulars, and guidelines issued by the Ministry of Corporate Affairs (MCA), Securities
and Exchange Board of India (SEBI), Stock Exchanges, and other regulatory authorities,
including all required filings from time to time.
40. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following matters, as there were no transactions or events pertaining to these items
during the year under review:
a) Neither the Managing Director nor the Whole-time Director of the Company receives
any remuneration or commission from any of its subsidiaries.
b) Issue of equity shares with differential rights as to dividend or voting rights.
c) Issue of shares, including sweat equity shares, to employees of the Company under
any scheme.
d) There are no proceedings, either initiated by or against the Company, pending under
the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law
Tribunal or any other court during the financial year 2023- 24.
e) There was no instance of one-time settlement with any bank or financial institution.
41. CREDIT RATING:
During the year under review, the company has obtained SME rating from CRISIL and was
awarded SME 2 rating which indicates high level of creditworthiness.
42. ACKNOWLEDGEMENTS:
Steel City Securities Limited expresses its sincere gratitude to the Government of
India, Securities and Exchange Board of India, Registrar of Companies, Vijayawada,
National Securities Clearing Corporation Limited, BSE Limited, National Stock Exchange of
India Limited, National Securities Depository Limited, Central Depository Services (India)
Limited, Protean eGov Technologies Limited, Metropolitan Stock Exchange of India Limited
(MSEI), National Commodity & Derivatives Exchange (NCDEX), Multi Commodity Exchange
(MCX), Pension Fund Regulatory and Development Authority (PFRDA), credit rating agency
CRISIL, bankers, regulatory authorities, local bodies, and other agencies for their
continued cooperation, support, and guidance.
The Company also extends its sincere appreciation to its valued clients and customers
for their continued patronage and trust.
The Directors place on record their deep appreciation for all employees whose
professionalism, commitment, and initiative have contributed significantly to the growth
and success of the organization and continue to drive its progress. The Directors also
express their gratitude to the Company's bankers and auditors for their support and
guidance.
Finally, the Directors wish to express their heartfelt gratitude to the shareholders
for their continued trust, confidence, and support.
|
By Order of the Board |
|
|
For STEEL CITY SECURITIES LIMITED |
|
| Place : Visakhapatnam |
|
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| Date : 02.05.2026 |
(K. Satyanarayana) |
(Satish Kumar Arya) |
|
Executive Chairman |
Managing Director & CEO |
|
(DIN: 00045387) |
(DIN: 00046156) |
|