Skipper Ltd

Dear Shareholders,

The Board of Directors take great pleasure in presenting the Forty-third (43rd) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended 31st March, 2024.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's financial performance during the year under review, as compared to the previous Financial Year is summarized below:

(Rs. in million)

Your Company has achieved consistent, robust and continuing growth in the areas of its business segments both domestically and internationally. The Company's revenue from operations has increased to Rs. 32,820.43 million as compared to Rs. 19,803.00 million in the previous year. The Company earned net profit of Rs. 816.65 million as against a net profit of Rs. 355.66 million in the previous year.

Detailed financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

NATURE OF BUSINESS

The Company continues to offer manifold products/services under its Engineering, Polymer and EPC divisions and there has been no change in the nature of business during the year.

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The state of Company's affair and future outlook is discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

SHARE CAPITAL

During the year under review, there is no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31st March, 2024 and as on the date of this Report is Rs. 41,00,00,000 divided into 41 Crore equity shares of Rs. 1 each.

During the year under review, the company has issued 1,02,67,021 partly paid-up equity shares having a face value of Rs. 1 each at an issue price of Rs. 194/- per share (Rupees One Hundred Ninety-Four Only) [including a premium of Rs. 193/- (Rupees One Hundred Ninety- Three Only)] by way of Rights Issue in the ratio of one equity share for every ten fully paid up equity shares held by the existing equity shareholders of the company. Pursuant to such rights issue, the Company's paid-up share capital as on 31st March 2024 and as on the date of this Report is Rs. 10,52,36,967.25/- divided into 11,29,37,233 equity shares comprising of 10,26,70,212 fully paid up equity shares of Rs. 1/-each and 1,02,67,021 partly paid up equity shares of Rs. 1 each with Rs. 0.25/- paid up. The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

DIVIDEND

Your Company has adopted a Dividend Distribution Policy in accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations'). The Policy, inter alia, intends to ensure that a balanced and concise decision is taken with regard to distribution of dividend to the shareholders and retaining capital to maintain a healthy growth of the Company and lays down various parameters to be considered by the Board before declaration/recommendation of dividend to the members of the Company. The Dividend Distribution Policy is available on the website of the Company at https:// repository.skipperlimited.com/investor-relations/pdf/dividend.pdf.

In line with this Policy and in recognition of the financial performance during FY 2023-24, your Directors has recommended a dividend of 10% i.e. Rs. 0.10 per equity share of face value of Re. 1 each fully paid up and Rs. 0.025 per equity share of face value of Rs. 0.25 each partly paid up for the Financial Year ended 31st March, 2024. The total Dividend amount aggregates to H10.52 million.

If the dividend, as recommended above, is declared by the members at the forthcoming Annual General Meeting, the same will be paid within 30 days from the date of declaration to those shareholders whose name appears in the Register of Members as on the record date. Pursuant to the Finance Act 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the members at the prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.

INTEREST IN JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company holds 50% partnership interest in "Skipper-Metzer India LLP" (SMIL) a Limited Liability Partnership engaged in the business of manufacturing of drip irrigation systems. The said LLP has been classified as Joint Venture in accordance with the provision of Indian Accounting Standards (Ind AS). Accordingly, the Consolidated Financial Statements of the Company and its Joint Venture, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'), forms part of the Annual Report. During the year under review, SMIL achieved a turnover of Rs. 1,394.02 million and earned a net profit of Rs. 139.67 million. The audited standalone and consolidated financial statements of the Company along with the financial statements of Skipper-Metzer India LLP are also available on the website of the Company at www.skipperlimited.com.

A statement containing salient features of the financial statements of Joint Venture pursuant to Section 129(3) of the Companies Act, 2013 (hereinafter referred to as ‘the Act') read with Rule 5 of the Companies (Accounts) Rules, 2014, is given in Form AOC-1 being marked as "Annexure-A" to this Report.

The Company doesn't have any subsidiary or associate as on 31st March, 2024.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Act read with rules made thereunder, the dividend for FY 2016-17 which remained unclaimed for seven years is due for transfer to the Investor Education and Protection Fund (IEPF) set up by the Central Government on 10th October 2024. Further, all shares in respect of which dividends have not been claimed for seven consecutive years are also due for transfer to the IEPF Authority's Demat Account. The Company has sent reminder letters on 28th June, 2024 to all those shareholders whose dividend are lying in the unpaid dividend account and also published in the newspaper on 29th June, 2024, requesting them to claim the same at the earliest. Shareholders are requested to kindly check the status of their unpaid or unclaimed dividend available at the website of the Company at https://www.skipperlimited.com/investor-relations/unpaid-unclaimed-dividend.aspx

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

As on 31st March, 2024, the Board consisted of ten (10) Directors comprising of five Independent Directors including a woman director, namely, Mr. Amit Kiran Deb (DIN: 02107792), Mr. Ashok Bhandari (DIN: 00012210), Mr. Pramod Kumar Shah (DIN: 00343256), Mr. Raj Kumar Patodi (DIN: 00167437) and Mrs. Mamta Binani (DIN: 00462925) and five Executive Directors, namely, Mr. Sajan Kumar Bansal (DIN: 00063555), Mr. Sharan Bansal (DIN: 00063481), Mr. Devesh Bansal (DIN: 00162513), Mr. Siddharth Bansal (DIN: 02947929) and Mr. Yash Pall Jain (DIN: 00016663). The position of the Chairman of the Board and the Managing Director are held by separate individuals. Mr. Amit Kiran Deb, Independent Director is the Chairman of the Board. He continues to serve as the lead Independent Director of the Company. The profile of all the Directors can be accessed on the Company's website at https://skipperlimited.com/ about-us/senior-management.aspx.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Mr. Pramod Kumar Shah (DIN: 00343256) was re-appointed as an Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, on the basis of the report of performance evaluation undertaken and after considering the skills, integrity, expertise and experience and considering contribution for the growth and development of the Company, with effect from 30th September, 2023, not liable to retire by rotation, for a second term of five consecutive years. The re-appointment of Mr. Pramod Kumar Shah was approved by the shareholders at the 42nd Annual General Meeting of the Company held on 19th September, 2023. Further Mr. Desh Raj Dogra (DIN: 00226775) was appointed as an Additional Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, after considering the skills, integrity, expertise and experience, with effect from 30th July, 2024, not liable to retire by rotation, for a term of five consecutive years, subject to approval of members at ensuing AGM of the Company.

Mr. Sajan Kumar Bansal (DIN: 00063555) was re-appointed as Managing Director of the Company with effect from 1st July, 2019 for a period of five years. Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on 2nd May, 2024 has re-evaluated the tenure of Mr. Sajan Kumar Bansal and approved his re-appointment as Managing Director of the Company, not liable to retire by rotation, for a further period of five years with effect from 1st July 2024, subject to approval of the shareholders of the Company.

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Devesh Bansal (DIN: 00162513) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking re-appointment as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

There has been no change in the Key Managerial Personnel during the year. Mr. Shiv Shankar Gupta continues to hold the position of Chief Financial Officer of the Company and Mrs. Anu Singh continues to hold the position of Company Secretary of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

There are six Independent Directors on the Board of the Company as on the date of this report. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified the online proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 15th May, 2023, without the presence of Non-Independent Directors and members of management. Mr. Amit Kiran Deb designated as the lead independent director, chaired the Independent Director's meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company after taking into account the views of Executive Directors.

- Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company's vision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a. To set out a policy relating to remuneration of Directors, Key Managerial Personnel's, Senior Management Personnel's and other employees of the Company.

b. To formulate criteria for appointment of Directors, Key Managerial Personnel's and Senior Management Personnel's.

c. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director.

The updated policy is available on the website of the Company at https://www.skipperlimited.com/Media/NRC-Policy-6sep23.pdf The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

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

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Company has a two tier evaluation system wherein the Independent Directors evaluate the performance of the Executive Directors, the Chairman and the Board as a whole and thereafter the Board evaluates the performance of all the individual Directors, the committees and the Board as a whole. The Policy lays down the criteria on which the evaluation is to be done and a structured questionnaire (evaluation form) with a rating matrix forms part of the Policy. The Chairman as per the evaluation Policy of the Company, after discussion, deliberation and consultation with all the Directors (except the Director being evaluated) fills up the evaluation form for the individual Directors, the Committees and the Board as a whole.

During the year under review, the Board carried out annual evaluation in accordance with the above said Policy and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole. The evaluation mechanism with definite parameters has been explicitly described in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 state of affairs of the Company as at 31st March, 2024, and of the profit of the Company for the year ended on that day;

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

(iv) the Annual Accounts for the year ended 31st March, 2024, have been prepared on a "going concern" basis;

(v) 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;

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

BOARD MEETINGS

The Board of Directors met 5 (five) times during the Financial Year 2023-24, viz., on 15th May, 2023, 10th August, 2023, 16th August, 2023, 7th November, 2023 and 12th February, 2024. The details relating to attendance of Directors in each board meeting are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Finance Committee, Business Coordination Committee, Environmental, Social and Governance Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities. During the year under review, the Board of Directors has constituted a Rights Issue Committee to oversee rights issue related matters.

The composition, terms of reference, attendance of members at the meetings of the Committees have been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The details of the Committee have been disclosed in the Corporate Governance Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://repositorv.skipperlimited.com/investor-relations/pdf/CSR-Policy-25.05.21.pdf. The policy inter-alia briefs the budget, areas in which CSR outlays can be made, principles of selecting a project, implementing agencies, monitoring procedure, annual action plan.

The Company has undertaken several projects during the year 2023-24 in accordance with the budget laid down by the Board and has spent Rs. 5.5 million towards CSR activities. The projects have been continuously monitored by the Board on a quarterly basis. Since there was no unspent amount, the Company was not required to transfer any amount to any fund or separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing details of brief outline of the CSR Policy of the company and the initiatives undertaken by the company during the financial year ended 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-B" to this report.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz.

(i) Risk Assessment;

(ii) Risk Management;

(iii) Risk Monitoring.

The Company has formulated and implemented a Risk Management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.

The Audit Committee examines inherent and unforeseen risks in accordance with the policy on a periodical and ensures that mitigation plans are executed with precision. The Board is also briefed about the identified risks and mitigation plans undertaken by basis the management at regular intervals.

As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company. However, some of the probable risks which might pose challenges before the Company have been set out in the Management Discussion and Analysis section of this Annual Report. Details of various foreign exchange risks and commodity risks faced by the Company during the year have been separately disclosed in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Company's internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas of the company.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the company.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://www.skipperlimited.com/Media/Whistle-Blower-Policv-19may23.pdf

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on dealing with Related Party Transactions (‘RPTs') and the same is available on the website of the Company at https://www.skipperlimited.com/Media/RELATED- PARTY-TRANSACTIONS-POLICY-24may22.pdf. The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all the transactions taking place between the Company and Related Parties.

All related party transactions are entered into only after receiving prior approval of the Audit Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis and a statement of the long term Related Party Transactions (more than one year) is placed before the Audit Committee on an annual basis, specifying the nature, value and terms of the transaction.

During the year under review, all transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this

Annual Report. All the transactions have been duly evaluated by the Audit Committee and Board and have been found beneficial for the Company. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations and resources of the related parties.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are material in nature in accordance with the Related Party Transactions Policy of the Company nor which has any potential conflict with the interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC — 2 pursuant to Section 134 (3) (Rs.) of the Act read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has provided a corporate guarantee to Punjab & Sind Bank in relation to enhanced credit facilities availed by Skipper-Metzer India LLP in conformity with Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of the guarantee provided have been mentioned in the notes to the accounts. No loans were granted or investments was made during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as "Annexure- C" to this report.

EMPLOYEE STOCK OPTION PLAN

Your Company has formulated ‘Skipper Employee Stock Option Plan 2015' in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 to enable its employees to participate in the Company's future growth and financial success and to encourage and reward the performing employees. The Scheme is monitored by the Nomination and Remuneration Committee (also functioning as Compensation Committee) of the Board.

During the year, there has been no change in the ‘Skipper Employee Stock Option Plan 2015' (scheme) and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Further, no allotment under the ESOP scheme has been made by the Company during the FY 2023-24.

The applicable disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2021 is available on the website of the Company at https://repository.skipperlimited.com/investor-relations/pdf/ESOP-Disclosure-for-website.pdf

The Company has received a certificate from M/s. MKB & Associates, Secretarial Auditors confirming that ‘Skipper Employee Stock Option Plan 2015' have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The said certificate is available for inspection by the members.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in "Annexure — D" to this report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor's Report

M/s. Singhi & Co., Chartered Accountants (Firm Registration No.: 302049E) who were appointed as the Statutory Auditors of the Company will complete their second term of five years on conclusion of ensuing 43rd Annual General Meeting of the Company.

The Board, on the recommendation of the Audit Committee, recommended the appointment of M/s. JKVS & Co. as the Auditors of the Company for a period of five years from the conclusion of the ensuing 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company for the approval of the Members. Appropriate resolution seeking shareholders' approval to the appointment and remuneration of M/s. JKVS & Co. as the Statutory Auditors is appearing in the Notice convening the 43rd Annual General Meeting of the Company.

M/s. JKVS & Co. has confirmed their eligibility and qualification as prescribed under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor's Report on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2024 forms part of this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the statutory auditors in their report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN No. P2010WB042700) as Secretarial Auditor of the Company for the FY 2023-24. The Secretarial Audit Report for FY 2023-24 in form MR-3 is annexed to this report as "Annexure- E".

There are no qualifications, reservations or adverse remark or disclaimer in the Secretarial Audit Report.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for few of its products and get the same audited by a Cost Accountant in practice. Accordingly, the cost records are made and maintained by the Company.

The Board of Directors, on the recommendations made by the Audit Committee, has approved the appointment of M/s. AB & Co., Cost Accountants as the Cost Auditors of the Company for the FY 2024-25 at a remuneration of Rs. 70,000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the Act.

Pursuant to Section 148 of the Act read with Rule 14(a) (ii) of Companies (Audit & Auditors) Rules, 2014, ratification of the remuneration payable to the cost auditor is being sought from the members of the Company at the ensuing Annual General Meeting. The requisite resolution has been set forth in the notice of the ensuing Annual General Meeting of the Company and the same is recommended for your consideration.

Relevant cost audit report for the financial year 2022-23 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks.

Internal Auditors

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. R. Kothari & Co. LLP, Chartered Accountants (FRN- 307069E/E300266) conducted the internal audit of the Company for the FY 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2024 is available on the website of the Company at https://www.skipperlimited.com/Media/MGT-7-for-website.pdf

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2024, there were no deposits lying unpaid or unclaimed.

CREDIT RATING

The credit rating of your Company for long term facilities is "ACUITE A-/ Stable" and for short term facilities is "ACUITE A2+". Details of the same are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Statutory Auditors confirming compliance with the same has been disclosed under the Corporate Governance Report section of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2) (e) of Listing Regulations is provided in a separate section and forms a part of the Annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the top 1000 listed companies are required to submit the Business Responsibility & Sustainability Report (‘BRSR') depicting initiatives taken by the Company from an environmental, social and governance perspective. The Company has accordingly prepared a Business Responsibility & Sustainability Report as set out in "Annexure—F" to this Report and the same is also available on the website of the Company at https://www.skipperlimited.com/Media/ Skipper-Ltd-BRSR-23-8-2024-v1.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2023-24, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. The core focus of the Company has been on improvement and upliftment of the employees through continuous training & development programmes. The human resource department of the Company through its persistent efforts strives to achieve amicable working and industrial relations as a result of which the employee relations remained cordial throughout the year. The Company had 3168 permanent employees on its rolls as on 31st March, 2024.

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

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redessal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial position of the Company have occurred between the close of the financial year to which the Financial Statement relate till the date of this report.

2. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

3. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

4. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

5. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

ANNEXURES FORMING A PART OF THIS REPORT

The following Annexures as referred to in this Report form part of the Board's Report:

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received from the local authorities, bankers, customers, suppliers and business associates. The directors also places on record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.