SKP Securities Ltd

To The Members,

Your Directors have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Financial Statements of SKP Securities Limited for the Financial Year ended 31st March 2025.

*Retained Earnings including Other Comprehensive Income.

We entered Financial Year 2024-2025 in VUCA (Volatile, Uncertain, Complex, Ambiguous) times in financial markets with geopolitical disturbances and global macroeconomic headwinds. Geopolitical disturbances spread further. Global macroeconomic uncertainties grew with tariff issues. However, like an oasis, India continued to be the fastest growing large economy with moderating inflation. Corporate Earnings grew in general, although there were pockets of slow down - primarily exports and retail consumption oriented sectors. Investor confidence in India grew further, so did financialisation of Indian household savings. Equity indices and Gold scaled new peaks. Debt markets stabilised, waiting for interest rates to moderate.

In this backdrop, your Company witnessed growth across its diversified business operations with Total Income scaling to a new peak. So did Income from Broking Services, Income from Distribution Services and Value of Assets under Management in Distribution.

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.

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 2025, 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 2024-25.

Geopolitical disturbances have escalated further, now involving India as well. World Peace Index is at its lowest in the 21st Century. Global macro economic headwinds remain with overall low growth and uncertainties caused by tariff issues. India continues to remain an oasis, likely to grow at ~6.5% p.a. during FY26. However, growth in corporate profits is a mixed bag. But household income and financialisation of savings continue to grow.

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.

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.

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

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.

Mr. Deepak Jalan (DIN: 00758600) was appointed as an Additional Director (Non-Executive Independent Category) of the Company for a term of five consecutive years with effect from 1st October 2024, which was approved by the Members through Postal Ballot through resolution passed on 3rd October 2024.

Mr. Ravi Todi (DIN: 00080388) Non-Executive Independent Director has ceased to be a Director of the Company w.e.f 21st September 2024, on completion of his second and final term as an Independent Director of the Company and subsequently ceased to be a Member of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

Mr. Saurabh Sonthalia (DIN: 01355617) was re-appointed as Non-Executive Independent Director of the Company for a second term of five consecutive years from the conclusion of 34th AGM upto the conclusion of 39th AGM to be held in the Calendar Year 2029.

Mr. Naresh Pachisia (DIN: 00233768) was re-appointed as Managing Director of the Company for a period of three consecutive years effective from 1st April 2024 till 31st March 2027.

Mrs. Manju Pachisia (DIN: 00233821) liable to retire by rotation, has expressed her unwillingness for reappointment as Director of the Company due to her pre occupation with personal commitments, in the ensuing Annual General Meeting of the Company and the vacancy, so created on the Board of Directors of the Company, be not filled up. Consequently, she would cease to be the Member of Corporate Social Responsibility Committee. The Board places on record its deep appreciation for the invaluable contributions, guidance and services rendered during her tenure as Director of the Company.

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

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.

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 2025. 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.

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.

During the year under review, the Board met five times on 27th April 2024, 29th July 2024, 31st August 2024, 26th October 2024 and 31st January 2025. 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.

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 2025, 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.

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, the Board of Directors as recommended by Audit Committee and subject to Members approval at this AGM, recommended appointment of M/s A. Murarka & Co., Company Secretaries (FRN: S1992WB10700), a Peer Reviewed Firm of Company Secretaries in Practice, Kolkata (PR No.: 2199/2022) as Secretarial Auditors of the Company for the term of five consecutive years from 1st April 2025 to 31st March 2030.

Secretarial Audit Report for the Financial Year 2024-25 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 2025.

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 2025, is being submitted to stock exchange.

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.

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.

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business on arm's 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. There have been no materially significant related party transactions that may have potential conflict with the interests of listed entity at large. The policy on materiality of Related Party Transaction and dealing with Related Party Transaction as approved by the Board can be accessed on Company's 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 2024-2025.

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.

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.

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.

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 Company's 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.skpsecuiities.com/index.php/investor/policies.

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.

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).

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.

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.

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

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 2025, 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 2025, 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 2025 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.

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 Company's 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.

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.