Steel City Securities Ltd Directors Report

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 Companys 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. Indias 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.

Governments 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.

RBIs Monetary Policy Measures

The Reserve Bank of Indias 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, Indias 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 Indias 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. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNEARATION:

The Company has formulated a Policy on Directors Appointment and Remuneration, which is available on the Companys 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 Companys 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 Companys 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 arms 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 Boards 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 Boards 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 Boards 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 Boards 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 Boards 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 Boards 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 Companys 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 Companys 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 Companys 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 COMPANYS 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 Companys 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 Companys 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 Boards 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 Companys 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
Date : 02.05.2026	(K. Satyanarayana)	(Satish Kumar Arya)
	Executive Chairman	Managing Director & CEO
	(DIN: 00045387)	(DIN: 00046156)