SKP Securities Ltd Directors Report

To The Members,

Your Directors have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Financial Statements of SKP Securities Limited for the Financial Year ended 31st March 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	FY 2025-26	FY 2024-25
Total Income	4,102.38	3,720.85
Total Expenses	2,716.08	2,392.55
Profit Before Tax	1,386.30	1,328.30
Tax Expenses	351.55	329.35
Profit / (Loss) for the year	1,034.75	998.95
Other Comprehensive Income	69.93	(8.90)
Total Comprehensive Income	1,104.68	990.05
Retained Earnings : Opening Balance*	4,378.01	3,387.96
Less Dividend Paid	123.54	-
Retained Earnings : Closing Balance*	5,359.15	4,378.01

*Retained Earnings including Other Comprehensive Income.

PERFORMANCE HIGHLIGHTS

We entered Financial Year 2025-2026 in more challenging VUCA (Volatile, Uncertain, Complex, Ambiguous) times in financial markets than the previous year with escalating geopolitical issues (India too had its brief encounter) and global macroeconomic headwinds, which grew sharply with tariff issues. These developments had a sobering effect on our economy, corporate performance and financial markets, lowering investor confidence. However, like an oasis, India continued to be the fastest growing large economy with moderating inflation - almost a goldilocks situation. But, the financial year-end breakout of war in the Middle East resulted in a serious meltdown on all fronts. Equity and bond markets crashed further in March with investor confidence at a new recent low.

In this backdrop, your Company witnessed growth in Income from Broking Services and Distribution Services and a marginal overall topline growth. Your Directors express satisfaction that your Company has emerged as a stronger entity during these VUCA times, creating a niche for itself amidst competitive and regulatory disruptions.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a Final Dividend @ 20% ( 2/-) per equity share having face value of Rs. 10/- each fully paid up for the Financial Year ended 31st March 2026, subject to approval of Members in the ensuing Annual General Meeting of the Company. The total dividend payout will be approximately Rs. 136.18 Lacs.

There is no amount proposed to be transferred to Reserves out of profits of the Financial Year 2025-2026.

FUTURE OUTLOOK

VUCA times continue. If the Middle East Crisis gets over soon, Indias Corporate Earnings are likely to improve while equity valuations have moderated, building a stage for a smart recovery in the financial markets. If not, then we shall have to prepare for the challenges ahead.

In this backdrop, your Company is geared well for a better future with cautious optimism, keeping an eye on expenses and risks involved. Competition and Regulatory headwinds may continue to be disruptive.

STATE OF THE COMPANYS AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report, in compliance with Regulations 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“SEBI Listing Regulations”) which is annexed and marked as Annexure A to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

Your Company does not have any Subsidiary, Joint Venture or Associate Company.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under the Companies Act, 2013 (“the Act”) and as stipulated under the provisions of SEBI Listing Regulations.

A Detailed Report on Corporate Governance together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations forms an integral part of this Report which is annexed and marked as Annexure B (1) and B (2).

DIRECTORS

Mr. Anil Shukla (DIN: 09577789) was re-appointed as Whole time Director & Chief Financial Officer of the Company, for a further term of three consecutive years with effect from 1st October 2025, which was approved by the Members in 35th Annual General Meeting held on 6th September 2025.

Mrs. Manju Pachisia (DIN: 00233821) Non-Executive, Non-Independent Director of the Company ceased to be a Director of the Company w.e.f 6th September 2025, due to her pre occupation with personal commitments. The Board places on record its deep appreciation for the invaluable contributions, guidance and services rendered during her tenure as Director of the Company.

Mr. Vaibhav Pachisia (DIN: 11115136) was appointed as a Whole time Director, designated as an Executive Director of the Company for a term of three consecutive years with effect from 1st October 2025, which was approved by the Members through Postal Ballot through resolution passed on 28th August 2025.

Ms. Suparna Chakrabortti (DIN: 07090308) was appointed as Non-Executive, Independent Director of the Company for a term of five consecutive years with effect from 1st October 2025, which was approved by the Members through Postal Ballot through resolution passed on 28th August 2025.

Mr. Santanu Ray (DIN: 00642736) Subsequent to close of financial year ending on 31st March 2026, Mr. Santanu Ray has ceased to be the Director of the Company w.e.f. 18th April 2026, due to his demise. KEY MANAGERIAL PERSONNEL

During the year there were no changes in Key Managerial Personnel.

NOMINATION AND REMUNERATION POLICY

Your Company has a well-defined policy for appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company including their remuneration. The policy can be accessed at www.skpsecurities.com.

INDEPENDENT DIRECTORS DECLARATION

Your Company has received necessary declarations from all Independent Directors under Section 149(7) of the Act that they meet the criteria of Independence laid down in Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of SEBI Listing Regulations. None of the Independent Directors held any equity shares of your Company during the Financial Year ended 31st March 2026. Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess requisite integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

Pursuant to Rule 5 of the Companies (Appointment and qualification of Directors) Rules, 2014, as amended, all Independent Directors of the Company have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the committees thereof and individual Directors. A structured questionnaire is prepared for assessment based on various aspects, which, among other parameters, include composition of Board and its Committees, conducting of Meetings, effectiveness of Governance Practices etc. The detailed criteria applied in the evaluation process are explained in the Corporate Governance Report. The Directors expressed their satisfaction with the evaluation process.

BOARD & COMMITTEE MEETINGS

During the year under review, the Board met four times on 10th May 2025, 26 July 2025, 1st November 2025 and 28th January 2026. The intervening gap between the meetings was within the period prescribed under the Act. The necessary quorum was present for all the meetings.

At present, the Board of Directors has the following five committees:

i) Audit Committee

ii) Nomination & Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Finance & Operation Committee

Details of composition of the Board, its various Committees, brief terms of reference, meetings held and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT Statutory Auditor

M/s S K Agrawal and Co Chartered Accountants LLP (Firm Registration No. 306033E/E300272) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 32nd Annual General Meeting held on 2nd July 2022, to hold office from the conclusion of the said meeting till the conclusion of 37th Annual General Meeting of the Company to be held in the Calendar Year 2027. The requirement for the annual ratification of Auditors appointment at the Annual General Meeting has been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7th May 2018.

Your Company has received a written confirmation from the Statutory Auditors confirming that their continued appointment shall be in accordance with the applicable provisions of the Act. The Statutory

Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Act and that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report for the Financial Year ended 31st March 2026, does not contain any qualification, reservation or adverse remark. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Auditors Report is enclosed with the financial statements in this Report.

Secretarial Auditor

M/s A. Murarka & Co., Company Secretaries (FRN: S1992WB10700), a Peer Reviewed Firm of Company Secretaries in Practice, Kolkata (PR No.: 2199/2022) was appointed as Secretarial Auditors of the Company for the term of five consecutive years from 1st April 2025 to 31st March 2030, pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report for the Financial Year 2025-2026 is appended as Annexure C, which forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by M/s A. Murarka & Co., Kolkata in their report for the Financial Year ended 31st March 2026.

In addition to the above and pursuant to SEBI circular dated 8th February 2019, a report on secretarial compliance by M/s. A. Murarka & Co., Kolkata for the Financial Year ended 31st March 2026, is being submitted to stock exchange.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the previous Financial Year is uploaded on the website of the Company and can be accessed at www.skpsecurities.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is set out in Annexure D to this Annual Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company i.e. www.skpsecurities.com.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business on arms length basis and in compliance with the applicable provisions of the Act and SEBI Listing Regulations, details of which are provided in Notes to Financial Statements which forms an integral part of this Report.

All new related party transactions are first placed before the Audit Committee and thereafter placed before the Board for their consideration and approval. A prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of foreseen and repetitive nature.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of the Company through Postal Ballot on 29th March 2026. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchange for the related party transactions.

The policy on materiality of Related Party Transaction and dealing with Related Party Transaction as approved by the Board can be accessed on Companys website i.e., www.skpsecurities.com.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable on the Company for the Financial Year 2025-2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans granted, guarantee provided and investment made by the Company which are covered under the provisions of Section 186 of the Act, is provided in notes to the Financial Statements which forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and marked as Annexure E to this Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in Rule 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company. Such particulars shall be available to any Member on specific request made by him to the Company Secretary at cs@skpsecurities.com.

RISK MANAGEMENT

Risks are an integral part of business and your Company is committed to manage risks in a proactive and efficient manner. Your Company has implemented an integrated Risk Management framework through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. In the opinion of the Board, at present there are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a well-established Whistle Blower Policy as part of vigil mechanism for Directors and Employees to raise their concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct etc. in compliance with provisions of Section 177(10) of the Act and Regulation 22 of SEBI Listing Regulations. This mechanism also provides for adequate safeguards against victimization of Directors, Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, none of the Directors/Employees were denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The web link of the said Policy is http://www.skpsecurities.com/index.php/investor/policies.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at workplace. All women who are associated with the Company either as permanent, temporary or contractual employees or trainees etc. are covered under the above policy. As required under law, an Internal Complaints

Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY (IEPF)

In terms of the provisions of Section 124 of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and other applicable provisions, all unpaid or unclaimed dividends are required to be transferred by the Company to IEPF established by the Central Government, after completion of seven years from the date of dividend.

Further, in terms of Section 124(6) of the Act read with IEPF rules, all the shares of which dividend has remained unpaid or unclaimed for seven consecutive years or more from the date of transfer to the unpaid dividend account are required to be transferred to demat account of IEPF.

Members / Claimants whose shares and / or unclaimed dividend have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on www.iepf.gov.in).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliances of various internal controls and other regulatory and statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor and evaluate the efficacy of Internal Control System in the Company, its compliance with operating system, accounting procedure and policies. Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report corrective actions in the respective area are undertaken and controls are strengthened.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information sought under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked as Annexure F to this Report.

POLICIES

The details of the policies approved and adopted by the Board are annexed and marked as Annexure G to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm 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 relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026, and of the profit/loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they ensured the annual accounts for the Financial Year ended 31st March 2026 are prepared on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL DISCLOSURES

Your Company complies with all the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares including sweat equity shares to employees of the Company under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

3. Deposits covered under Chapter V of the Act.

4. No significant or material orders were passed by any regulatory authority or courts or tribunals, impacting the going concern status and Companys operation in future.

5. No other material changes and commitments have occurred after the close of Financial Year till date of this Report which affects the financial position of the Company.

GRATITUDE & ACKNOWLEDGEMENT

Your Board of Directors express their deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

	For and on behalf of the Board of Directors
	Naresh Pachisia	Vaibhav Pachisia
	Managing Director	Executive Director
Date: 9th May 2026	DIN: 00233768	DIN: 11115136
Place: Kolkata