The Board of Directors take great pleasure in presenting the Forty-fifth (45^th) Annual Report together with the Audited Financial
Statements (Standalone and Consolidated) of the Company for the Financial Year ended 31^st March 2026.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

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

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 H55,528.22 million as compared to H46,244.80
million in the previous year. The Company earned net profit of
H2,131.27 million as against a net profit of H1,493.46 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 affairs and future outlook is discussed in
the Management Discussion & Analysis Report forming part of
this Annual Report.

MATERIAL EVENTS AFTER BALANCE SHEET DATE:-

1. The Company has incorporated a Wholly Owned Subsidiary
in the name of SKIPPER TRANSMISSION AND DISTRIBUTION
- L.L.C - S.P.C in Abu Dhabi on May 22, 2026 as part of the
Company's long-term strategy to expand its operations
beyond India and to create a dedicated platform for trading
and marketing of its products in the global marketplace.

2. The Board of Directors of the Company has, at its meeting
dated June 03, 2026, approved the proposal for fund raising
up to an aggregate amount of H4,33,49,98,940/- by way of
issuance of upto 92,23,402 Equity Shares of the Company
having face value of HI/- each at a price of H470/- per share
(including premium of H469/- per share) to the Investors
falling under the Non-Promoter category by way of
preferential allotment through private placement, subject to
the approval of Members of the Company.

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 31^st March, 2026 and as on the date of this Report
is H41,00,00,000 divided into 41 Crore equity shares of H1 each.

The paid-up equity share capital of the Company as on the date
of this Report stands at H11,29,04,035/- comprising 11,29,04,035
fully paid-up equity shares of HI/- each. The equity shares of the
Company are listed on BSE Limited and National Stock Exchange
of India Limited.

FORFEITURE OF SHARES

The Company issued 1,02,67,021 partly paid-up equity shares
of face value H1/- each at an issue price of H194/- per share
(including a premium of H193/- per share) by way of Rights Issue
in the ratio of 1 (One) equity share for every 10 (Ten) fully paid-
up equity shares held by the existing equity shareholders of the
Company in Financial Year 2023-24.

During the year, upon receipt of call monies, the partly paid-up
equity shares were converted into fully paid-up equity shares.
Further, 33,198 partly paid-up equity shares in respect of which
call monies remained unpaid were forfeited in accordance with
the applicable provisions of the Companies Act, 2013 and the
Articles of Association of the Company. The Board of Directors
of the Company at its meeting held on 7^th November, 2025,
approved the forfeiture of the said partly-paid up Shares.

The same was approved by BSE Limited (BSE) through its notice
dated 20^th January, 2026 and National Stock Exchange of India
Limited (NSE) through its email dated 5^th January, 2026.

The shares were further extinguished via Corporate Action with
the depositories ie., National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL).

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 athttps://www.
skipperlimited.com/investor-relations/codes-policies/dividend-
distribution-policy/5/57

In line with this Policy and in recognition of the financial
performance during FY 2025-26, your Directors have
recommended a dividend of 10% i.e. H0.10 per equity share of
face value of H1 each fully paid up for the Financial Year ended
31^st March, 2026. The total Dividend amount aggregates to
H11.29 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 1^st 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 have 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
H1688.33 million and earned a net profit of H116.50 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 has incorporated two Wholly Owned Subsidiaries.
The details of the same is mentioned below:

Further, the Company does not have any associate as on 31^st
March, 2026.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

In terms of Section 125 of the Act read with rules made thereunder,
the dividend for FY 2018-19 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 16^th September

2026. 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 29^th May, 2026 to all those shareholders
whose dividend are lying in the unpaid dividend account and
also published in the newspaper on 29^th May, 2026 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 athttps://
www.skipperlimited.com/investor-relations/unpaid-unclaimed-
dividend.aspx

'SAKSHAM NIVESHAK' CAMPAIGN INITIATED BY
THE INVESTOR EDUCATION AND PROTECTION
FUND AUTHORITY (IEPFA)

IEPFA, under the Ministry of Corporate Affairs (MCA), launched
the 100 Day Campaign titled 'Saksham Niveshak' vide circular
dated July 16, 2025, and the campaign was conducted during
the period July 28, 2025 to November 6, 2025. The objective of
the campaign was to assist shareholders in claiming their unpaid
or unclaimed dividends and updating KYC details in order to
prevent transfer of such dividends and corresponding shares to
the Investor Education and Protection Fund (IEPF).

In line with the lEPFA's directives and as part of its continued
focus on proactive shareholder engagement, the Company
implemented the First 100 Day 'Saksham Niveshak' Campaign,
which started from July 28, 2025 to November 06, 2025, covering
shareholders with unpaid or unclaimed dividends from FY 2017-18
to FY 2023-24. The Company issued formal communications and
a public notice to apprise shareholders of the campaign and
encouraged timely updating of KYC details to facilitate dividend
claims. Relevant campaign information and notices were made
available through social media and on the Company's website to
ensure ease of access. Further, the Company worked closely with
its Registrar and Share Transfer Agent to support shareholders
in resolving queries and updating records, with the objective of
enabling seamless dividend credit and minimising transfers to
the IEPF.

IEPFA, Ministry of Corporate Affairs, Government of India, vide
its communication dated March 27, 2026, had initiated the
second 100 Day Campaign for the period from April 1, 2026,
to July 9, 2026. The campaign is aimed at creating awareness
among current and former Members regarding the importance
of updating KYC details and enabling them to claim unpaid or
unclaimed dividend amounts before such amounts and the
corresponding shares are transferred to the IEPF in accordance
with the provisions of the Companies Act, 2013 and the IEPF
Rules. In alignment with the objectives of the IEPFA, the Company
extended its full support to this initiative by launching another
campaign which started from April 1, 2026 to July 09, 2026 and
covered shareholders with unpaid or unclaimed dividends from
FY 2018-19 to FY 2024-25, encouraging them to complete the

requisite KYC formalities with the Registrar and Share Transfer
Agent/Depository Participants and claim their rightful dividend
amounts within the stipulated timeline.

The Board had appointed Mrs. Anu Singh, Company Secretary,
as the Nodal Officer under this campaign to ensure compliance
with the IEPF rules. Her coordinates form part of the Report on
Corporate Governance in this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS

As on 31^st March, 2026, the Board consisted of ten (10) Directors
comprising of five Independent Directors including a woman
director, namely, Mr. Ashok Bhandari (DIN: 00012210), Mr. Desh Raj
Dogra (DIN: 00226775), Mr. Pramod Kumar Shah (DIN: 00343256),
Mr. Raj Kumar Patodi (DIN: 00167437) and Mrs. Richa M Goyal
(DIN: 00159889) and five Executive Directors, namely, Dr. 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). Dr. Sajan Kumar
Bansal is the Chairman & Managing Director of the Company.

During the year, the Company has re-appointed Mr. Yash Pall Jain,
Executive Director of the Company for a period of 3 (three) years
ie., wef., 6^th September, 2025 to 5^th September, 2028. The profile
of all the Directors can be accessed on the Company's website at
https://www.skipperlimited.com/about-us/leadership-team

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, which forms part of this Annual Report.

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. Siddharth Bansal (DIN: 02947929) will retire by rotation at the
ensuing Annual General Meeting and being eligible has offered
himself for re-appointment.

Information regarding the director 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 &
Compliance Officer of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

There are five 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
30^th April, 2025 and 29^th January, 2026, without the presence of
Non-Independent Directors and members of management.
Mr. Pramod Kumar Shah designated as the lead independent
director, chaired the Independent Director's meeting. The
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 the 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, Senior Management Personnel and
other employees of the Company.

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

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

The updated policy is available on the website of the Company
athttps://www.skipperlimited.com/investor-relations/codes-
policies/nomination-remuneration-policy/5/30

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-mentioned 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
31^st March, 2026, 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 31^st March, 2026, 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 31^st March, 2026,
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 4 (four) times during the Financial
Year 2025-26, viz., on 30^th April, 2025, 31^st July, 2025, 7^th November,
2025 and 29^th January, 2026.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 and the Those Charged With Governance
Committee to deal with specific areas/activities that need a closer
review and to have an appropriate structure for discharging
its responsibilities.

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://www.skipperlimited.com/investor-relations/codes-
policies/corporate-social-responsibility-policy/5/29 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
2025-26 in accordance with the budget laid down by the Board
and has spent H28.7 million towards CSR activities which is more
than the allocated budget for CSR expenditure of H26.2 million.
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
31^st March, 2026, 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 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 athttps://www.skipperlimited.com/investor-
relations/codes-policies/whistle-blower-policv/5/31.

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 that no case was reported under the Policy during the
Financial 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 athttps://www.skipperlimited.
com/investor-relations/codes-policies/related-party-transaction-
policy/5/28

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) (h) 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 increased the amount of
corporate guarantee 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 Financial
Year 2025-26.

The applicable disclosures as required under SEBI (Share Based
Employee Benefits) Regulations, 2021 is available on the website
of the Company athttps://www.skipperlimited.com/investor-
relations/corporate-governance/disclosure-pursuant-to-the-
provisions-of-securitie/2/17

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 at the Company's registered office during the
business hours on all working days up to the date of ensuing
Annual General Meeting and would also be placed at the ensuing
Annual General Meeting 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. JKVS & Co. (Firm Registration No. 318086E) have been
appointed as the Statutory Auditor of the Company for a period
of five years from the conclusion of the 43^rd Annual General
Meeting till the conclusion of 48^th Annual General Meeting of

the Company. The Auditors fulfill the eligibility and qualification
norms 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 pre-requisite for issuing quarterly
Limited Review Reports.

The Auditor's Report on the standalone and consolidated financial
statements of the Company for the Financial Year ended 31^st
March, 2026, forms part of this Annual Report and there are no
qualifications, reservations, adverse remarks 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, and SEBI
(Listing Obligation and Disclosure Requirements) Regulation,
2015, the Shareholders of the Company at 44^th Annual General
Meeting had appointed M/s. MKB & Associates, Practicing
Company Secretaries (FRN No. P2010WB042700) as Secretarial
Auditor of the Company, for the a period of five years i.e.
w.e.f. 1^st April 2025, till 31^st March 2030. The Secretarial Audit
Report for FY 2025-26 in form MR-3 is annexed to this report as
"Annexure- E".

There are no qualifications, reservations or adverse remarks 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, have approved the re-appointment of M/s. AB
& Co., Cost Accountants as the Cost Auditors of the Company for
the FY 2026-27 at a remuneration of H70,000/- plus reimbursement
of out-of-pocket expenses at actuals and applicable taxes. The
Cost Auditors have certified that their re-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 2025-26 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 2025-26.

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 31^st March,
2026 is available on the website of the Company athttps://www.
skipperlimited.com/investor-relations/shareholder-information/
annual-return-mgt-7/3/62

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 31^st March 2026, there were no deposits lying unpaid
or unclaimed.

CREDIT RATING

The credit rating of your Company for long term facilities is "Crisil
A /Stable" Upgraded and for short term facilities is "Crisil A1"
Reaffirmed. Details of the same are provided in the Corporate
Governance Report which forms the part of this 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 www.skipperlimited.com

COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2025-26, 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 4962
permanent employees on its rolls as on 31^st March, 2026.

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 Redressal) 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, the details of cases that were filed

under the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013, is

mentioned below:

a. number of complaints of sexual harassment received in the
year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL

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
Statements relate till the date of this report.

2. During the Financial Year, no significant or material orders
were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operations
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.

6. The Company has complied with provisions relating to the
Maternity Benefits Act, 1961.

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 place on
record their 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.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal

Place: Kolkata Chairman & Managing Director Director

Date: 11.08.2026 (DIN: 00063555) (DIN: 00162513)