Name of the Issuer: Steel City Securities Limited

Public Issue –Steel City Securities Limited

NAME OF THE ISSUER: STEEL CITY SECURITIES LIMITED

1. Type of issue (IPO/ FPO) • Initial Public Offer • Opened on February 06, 2017 and Closed on February 09, 2017 • Date of Listing: February 17, 2017

2. Issue size ( ``` crore) Public Issue of 49,08,000 equity shares of ` 10/ - each for cash at a price of ` 55/- per share aggregating up to ` 2699.40 lacs (consisting of a fresh issue of 27,26,183 equity shares aggregating to ` 1499.40 lacs and an offer for sale of 21,81,817 equity shares of the company aggregating to ` 1200 lacs) 3. Grade of issue alongwith name of the No Grading Agency was appointed rating agency 4. Subscription level (number of times). If the 4.57 times issue was undersubscribed, please clarify how the funds were arranged. 5. QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See Clause 31 of the SEBI Listing Regulations, 2015)

(i) Allotment in the issue • 0.52% (ii) At the end of the 1st Quarter • 0.37% immediately after the listing of the issue (iii) At the end of 1st FY • 0.37% (FY ended March 2017) (iv) At the end of 2nd FY • 0.15% (FY ended March 2018) (v) At the end of 3rd FY • 0.15% (FY ended March 2018)

6. Financials of the issuer (as per the annual financial results submitted to stock exchanges ) (` In Crores) Parameters 1st FY 2nd FY 3rd FY (For the Year (For the Year ended (For the Year ended March 31, March 31, 2018) ended March 31, 2017) 2019) As per Audited Financials (Consolidated) Income from operations 36.25 62.96 p Net Profit for the period 5.02 11.28 8.76 Paid -up equity share capital 15.11 15.11 15.11 Reserves excluding revaluation 57.40 64.22 70.81 reserves

Public Issue –Steel City Securities Limited

7. Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation 2 (j) of SEBI (SAST) Regulations, 2011) or infrequently traded/ delisted/ suspended by any stock exchange, etc.)

(i) At the end of 1st FY • Frequently Traded (March 31, 2017) (ii) At the end of 2nd FY • Frequently Traded (March 31, 2018) (iii) At the end of 3rd FY • Frequently Traded (March 31, 2019) 8. Change, if any, in directors of issuer from the disclosures in the offer document

(i) At the end of 1st FY (March 31, 2017) There has been no change in the Board of Directors of the Company from the disclosures in the offer document.

(ii) At the end of 2nd FY (March 31, 2018) • Mr Guruv Sree Rama Murthy, Chairman & Managing Director has resigned from the Board of Directors of the Company (w.e.f. November 05,

2017 due to his sad demise. • Mr. T. V. Srikanth has been appointed as Additional Director (w.e.f. November 24, 2017) • Mr. K. Satyanarayan, Executive Director (Surveillance) has been Re-appointed / Re – designated as Executive Chairman of the Company (w.e.f. November 24, 2017) • Mr. Satisk Kumar Arya, Director (Operations) has been Re-appointed / Re – designated as Managing Director of the Company (w.e.f. November 24, 2017)

1. Re-appointment of Mrs. G.V. Vandana as a (iii) At the end of 3rd FY (March 31, 2019) Director of the Company (w.e.f. September 1, 2018) 2. Appointment of T.V. Srikant as Whole-Time Director of the Company designated as Director (IT). (w.e.f. September 1, 2018) 9. Status of implementation of project/ commencement of commercial production (as submitted to stock

exchanges)

(i) As disclosed in the offer document

The Company proposes to deploy the offer proceeds immediately on completion of the IPO and the same is expected to be completed by March 2017.

(ii) Actual Implementation

Public Issue –Steel City Securities Limited

Amount utilized as on Sr. Particulars March 31, No. 2018 (``` In lakhs) 1 Investment in technology upgradation & office infrastructure for 194.02 expansion of e-governance business 2 Setting up of AADHAAR Enrolment centre at all our existing branches 0.87 3 Enhancement of our Company’s brand through advertising and other 1.00 brand-building activities 4 Working capital requirement 887.04 5 Offer expenses 241.07 6 General Corporate Purposes 175.40 Total 1499.40

(Source: Website of NSE EMERGE)

(iii) Reasons for delay in implementation, if any The proceeds of the Issue has been fully utilized by the Company for the purpose as stated in the prospectus dated January 10, 2017 and also as per the variation to the utilization to the funds as mentioned in the Explanatory Statement to the notice of the Postal Ballot dated November 24, 2017 and the same was approved by the shareholders on January 2, 2018.

(Source: Website of NSE EMERGE)

10. Status of utilization of issue proceeds (as submitted to stock exchanges under Regulation 32 of SEBI Listing Regulations, 2015)

Public Issue –Steel City Securities Limited

(i) As disclosed in the offer document –

Object wise details of utilization as under:

Sr Particulars of utilisation Amount No. (` in lakhs) 1 Investment in technology upgradation & office infrastructure for expansion 390.00 of e-governance business 2 Setting up of AADHAAR Enrolment centre at all our existing branches 264.00 3 Enhancement of our Company’s brand through advertising and other 250.00 brand-building activities 4 Working capital requirement 200.00 5 Offer expenses 220.00 6 General Corporate Purposes 175.40 Total 1499.40

Means of Finance

Sl. no Description Amount (``` in lakhs) 1 Proceeds of the Fresh Issue 1499.40 Total 1499.40

(ii) Actual Utilisation (as on March 31, 2018)

Sr Particulars of utilisation Amount No. (` in lakhs) 1 Investment in technology upgradation & office infrastructure for expansion 194.02 of e-governance business 2 Setting up of AADHAAR Enrolment centre at all our existing branches 0.87 3 Enhancement of our Company’s brand through advertising and other 1.00 brand-building activities 4 Working capital requirement 887.04 5 Offer expenses 241.07 6 General Corporate Purposes 175.40 Total 1499.40 (Source: Website of NSE EMERGE)

(iii) Reasons for deviation or variation, if any Not Applicable

(Source : Company Information)

11. Comments of monitoring agency, if applicable • There is no requirement of appointment of (See Regulation 16 of SEBI (ICDR) Regulations, monitoring agency for issue size less than ` 100 2009 read with Clause 43A of the listing crores in terms of Regulation 16 of SEBI (ICDR) agreement) Regulations 2009.

Public Issue –Steel City Securities Limited

(a) Comments on use of funds • Since the size of the Public issue of Steel City Securities Limited was below ` 100 crores, no

(b) Comments on deviation, if any, in the use of monitoring agency was required to be proceeds of the issue from the objects stated appointed to monitor the proceeds of the IPO. in the offer document

(To be submitted till the time the issue proceeds have been fully utilised)

Public Issue –Steel City Securities Limited

12. Price Related Data

Issue Price: ` 55/- per share Designated Stock Exchange: The National Stock Exchange of India Limited- EMERGE

Price At close At close of At close of As at the end of 1st FY after As at the end of 2nd FY after As at the end of 3rd FY after the parameters of listing 30th 90th the listing of the issue the listing of the issue listing of the issue day calendar calendar (March 31, 2017) (March 31, 2018) (March 31, 2019) (Februar day from day from Closing High Low Closing High Low Closing High Low y 17, listing day listing day price (during (during price (during (during price (during (during 2017) (March (May 18, the FY) the FY) the FY) the FY) the FY) the FY) 17, 2017)* 2017) Market Price 50.10 69.20 62.10 66.15 75.75 48.20 82.82 153.70 56.75 59.25 85.20 57.00 (`) Index (of the 8821.70 9160.05 9429.45 9173.75 9218.40 8804.25 10113.7 11171.55 9075.15 11623.90 11760.20 10004.55 Designated Stock Exchange) Sectoral 6560.15 6804.65 7457.25 6984.85 7004.65 6506.75 7791.95 9656.55 6904.40 6672.55 8436.30 5660.15 Index (NIFTY SML100 Free Float) Refer the note below Shares of the Company were listed on the NSE- EMERGE w.e.f. February 17, 2017.

*Since the 30th calendar day from listing day falls on Sunday, March 19, 2017, the price as on Friday March 17, 2017 has been taken into consideration.

N.A. : Not Applicable .

Note: There is no specific sectoral index for services offered by the Company, as per the designated stock exchange (‘NSE’). For the purposes of comparison, the performance of CNXSMLCAP (NIFTY SML100 Free Float) Index has been provided.

Source : NSE website

Public Issue –Steel City Securities Limited

13. Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different sources, reasons for the same may be indicated)

Peer Group: E-Governance Business Alankit Limited 1.03 0.93 1.49 0.92 Vakrangee Limited 7.45 10.03 6.43 0.19 Atishay Limited 3.41 3.03 2.76 3.82 Vedavaag Systems Limited 3.81 6.35 6.58 3.94 Broking Business Geojit Financial Services Limited 1.61 2.38 3.08 1.49 Joindre Capital Services Limited 1.45 3.90 4.30 3.40 Arihant Capital Markets Limited 4.11 8.01 9.62 1.49 Emkay Global Financial Services 4.92 4.99 7.31 2.59 Limited LKP Finance Limited 6.06 7.25 15.83 19.25 Industry Avg: Not available P/E (Times) Steel City Securities Limited 16.42 * 16.92 11.05 10.32 (at Issue Price) Peer Group: E-Governance Business Alankit Limited 28.79 25.27 21.46 34.18 Vakrangee Limited 36.57 32.82 4.42 268.68 Atishay Limited 16.42 23.51 30.09 18.85 Vedavaag Systems Limited 16.00 12.75 7.24 7.28 Broking Business Geojit Financial Services Limited 21.27 24.96 29.67 28.29 Joindre Capital Services Limited 10.62 4.74 6.60 5.38 Arihant Capital Markets Limited 10.22 7.13 9.62 41.95 Emkay Global Financial Services 11.48 16.07 7.31 40.68 Limited LKP Finance Limited 10.68 9.79 9.16 6.38 Industry Avg: 26.30 32.4 39.7# 25.70## RoNW(%) Steel City Securities Limited 7.19* 16.19 11.95

Peer Group: E-Governance Business

Public Issue –Steel City Securities Limited

As disclosed in the At t he At the At the offer document end of end of end of Accounting (See Clause (2) (VII) 1st FY 2nd FY 3rd FY Name of company ratio** (K) of Schedule VIII 31 31 31 to SEBI (ICDR) March March March Regulations, 2009) 2017 2018 2019 Alankit Limited 11.01 28.31 34.47 18.18 Vakrangee Limited 41.12 25.84 26.25 0.78 Atishay Limited 13.00 12.58 10.38 12.87 Vedavaag Systems Limited 13.91 19.53 14.38 9.04 Broking Business Geojit Financial Services Limited 7.67 10.94 13.14 6.59 Joindre Capital Services Limited 2.12 10.50 10.48 10.48 Arihant Capital Markets Limited 10.26 16.67 21.28 34.09 Emkay Global Financial Services 9.79 9.03 13.39 4.72 Limited LKP Finance Limited 4.91 7.23 13.68 14.74 Industry Avg: Not available NAV per Steel City Securities Limited 46.64* 48.00 45.30 48.03 share based on balance sheet ( `) Peer Group: E-Governance Business Alankit Limited 9.40 3.28 4.33 5.06 Vakrangee Limited 18.14 38.81 24.48 24.43 Atishay Limited 26.25 24.11 26.57 29.70 Vedavaag Systems Limited 27.36 32.48 45.75 43.52 Broking Business Geojit Financial Services Limited 20.86 21.74 23.43 22.58 Joindre Capital Services Limited 34.13 37.12 41.08 41.08 Arihant Capital Markets Limited 40.06 48.08 45.21 30.08 Emkay Global Financial Services 50.28 55.27 54.62 54.73 Limited LKP Finance Limited 123.29 100.31 115.73 130.45 Industry Avg: Not available * Based on March 31, 2016 restated financial statement ** Based on standalone financial statement # Source: Capital Market Vol March 26, 2018 – April 08, 2018. Industry composite with respect to e- governance not available. ## Source: Capital Market Vol May 06, 2019 – May 19, 2019. Industry composite with respect to e- governance not available.

NA : Not Available EPS : Earnings Per Share P/E : Price Earning Multiple RONW : Return on Net Worth

Public Issue –Steel City Securities Limited

NAV : Net Asset Value

Source: NSE-EMERGE Website and Offer Document of the Company

14. Any other material information

Period Particulars 2016 -17 • M/s. ASN Associates, Company Secretaries, Visakhapatnam has been appointed as the Secretarial Auditor of the Company for the Financial Year 2016-17, vide their Board Meeting held on March 30, 2017.

• The Board of the Directors of the Company at their meeting held on March 30, 2017 authorised Mr. G. Shree Rama Murthy, Mr. K. Satyanarayana and Mr. Satish Kumar Arya as the Key Managerial Personnel’s (KMP) for the purpose of determining the materiality of an event or information and for the purpose of disclosure to Stock Exchange pursuant to Regulation 30(5) of SEBI Listing Regulations.

2017 -18 • The Company has informed NSE regarding the following ordinary resolution passed in AGM held on August 19, 2017: 1. Appointment of M/s. SAARC Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2017-18 2. Re-appointment of Sri. K. Satyanarayana as Director of the Company

• The Company informed NSE that the Board of Directors at its meeting held on October 12, 2017, declared Interim Dividend of ` 1 per equity share for the F. Y. 2017-18. The Board has fixed October 27, 2017 as the Record Date for the Payment of the 1nd interim dividend for the F. Y. 2017-18.

• The Company has informed NSE regarding the sudden demise of Mr. Guruv Sree Rama Murthy, Chairman & Managing Director on November 05, 2017.

• The Company has submitted NSE the Postal Ballot Result declared on January 2, 2018 which contained the following: 1. Consent for Variation in the utilization of Proceeds of the Funds raised through Initial Public Offer; 2. Re-appointment / Re – designation of Mr. K. Satyanaayan as Executive Chairman of the Company; 3. Re-appointment / Re – designation of Mr. Satish Kumar Arya as Managing Director of the Company

• The Board of the Directors of the Company at their meeting held on January 24, 2018 re-constituted the Corporate Social Responsibility Committee and the following are the members of the Committee-

Mr. K. Satyanaayan – Chairman Mr. Satish Kumar Arya – Member Mr. G. Satya Rama Prasad - Member

Public Issue –Steel City Securities Limited

Further at the said Board Meeting, the Company authorised Mr. K. Satyanarayana and Mr. Satish Kumar Arya as the Key Managerial Personnel’s (KMP) for the purpose of determining the materiality of an event or information and for the purpose of disclosure to Stock Exchange pursuant to Regulation 30(5) of SEBI Listing Regulations.

• The Company informed NSE that the Board of Directors at its meeting held on February 27, 2018, declared Interim Dividend of ` 1 per equity share for the F. Y. 2017-18. The Board has fixed March 12, 2018 as the Record Date for the Payment of the 2nd interim dividend for the F. Y. 2017-18.

• M/s. ASN Associates, Company Secretaries, Visakhapatnam has been appointed as the Secretarial Auditor of the Company for the Financial Year 2017-18, vide their Board Meeting held on March 28, 2018.

2018 -19 • The Company informed the Exchange that Board of Directors at its meeting held on May 29, 2018, considered the Financial results for the half year and year ended 31st March, 2018 and recommended Final Dividend of 0.50 per equity share.

• The Company informed NSE that the Board of Directors at its meeting held on July 26, 2018 considered and approved the following among other matters– 1. Authorised Directors to apply or the single membership registration of SEBI. 2. Approved to make the subsidiary of the company M/s. Steel City Commodities Private Limited into a WOS and authorized the officials of the Company to complete the process. 3. Take a note on implementation of the trading plan submitted by Mr. Satish Kumar Arya, MD 4. Take a note of the transfer of 1,50,000 Equity shares from Ms. G. Sirisha.

• The Company has informed NSE regarding the following ordinary / special resolution passed in AGM held on September 1, 2018: 3. Re-appointment of Mrs. G.V. Vandana as a Director of the Company 4. Appointment of M/s. SARC Associates, Chartered Accountants as Statutory Auditors of the Company for a period of 4 years 5. Regularization of Additional Director, Mr. T.V. Srikant. 6. Appointment of T.V. Srikant as Whole-Time Director of the Company designated as Director (IT).

• The Company informed NSE that the Board of Directors at its meeting held on October 04, 2018 approved to enter into the business of Commodities Market by getting the Company registered in Commodities Segment of various Stock Exchanges. • The Company informed NSE that the Board of Directors at its meeting held on October 12, 2018, declared Interim Dividend @10% for the F.Y. 2018-19. The

Public Issue –Steel City Securities Limited

Board has fixed October 26, 2018 as the Record Date for the Payment of interim dividend. • The Company informed the Exchange that Board of Directors at its meeting held on November 14, 2018, considered the Unaudited Financial results for the half year ended September 30, 2018. • The Company informed the Exchange that Board of Directors at its meeting held on January 04, 2019, approved the proposal for migration of listing/ trading of the Equity Shares of the company from National Stock Exchange of India Limited (NSE)SME Platform (i.e., Emerge) to main Board of NSE. • The Company informed NSE that the Board of Directors at its meeting held on January 28, 2019 considered and approved the following – 1. Appointment of M/s. ASN Associates, Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2018-19. 2. Appointment of M/s. Rao & Manoj, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2018-19 to carry on the Internal Audit of the Financials of the Company. 3. Appointment of M/s. Kochar Consultants Private Limited as Internal Auditors of the Company for the Financial year 2018-19 to conduct Systems Audit for CTCL facility. 4. Appointment of Mr. Y.S.N. Murthy, Practising Chartered Accountant as Internal Auditor of the Company for the Financial Year 2018-19 to conduct Concurrent Audit & Internal Audit of Depositories and PFRDA. 5. Appointment of M/s. T. R. Chadha & Co LLP, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2018-19 to conduct SEBI Internal Audit as per the requirement of SEBI. 6. Appointment of Mr. Sanjay Ravindra Kumar Desai, Practising Company Secretary as internal Auditor of the Company for the Financial Year 2018-19 to conduct internal Audit of the Company. • The Company informed NSE that the Board of Directors at its meeting held on February 18, 2019, declared 2 nd Interim Dividend @10% for the F.Y. 2018-19. The Board has fixed March 01, 2019 as the Record Date for the Payment of interim dividend. Also the company adopted and considered the draft Notice of Postal Ballot for obtaining the approval of the Shareholders for migration of the equity shares of the Company. • The Company has submitted NSE the Postal Ballot Result declared on March 28, 2019 which contained the approval of Migration of the equity shares of the Company. (Source: Corporate Announcement – NSE-EMERGE Website)

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