Directors Report of Sai Silks (Kalamandir) Ltd.

Mar 31, 2025

Your Board of Directors feel delighted to present the 17^th Annual Report of your Company together with the Audited
Accounts for the FY ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	FY 2024-25	FY 2023-24
Revenue from Operations	1462.01	1373.55
EBIDTA	211.64	211.65
Finance Cost	40.28	52.87
Depreciation and Amortization expense	52.70	47.91
Profit before Taxation (PBT)	142.72	134.68
Tax Expenses	57.33	33.81
Deferred Tax	1.42	1.29
Profit after Taxation (PAT)	85.39	100.87
Earnings Per Equity Share (in C)	5.80	7.51
Paid up Equity Capital	30.67	30.67

2. REVIEW OF PERFORMANCE &
COMPANY''S STATE OF AFFAIRS:

We have experienced that the IPO conducted
by the Company during the FY 2023-24 was a
defining event in its corporate history. While the IPO
enhanced the visibility of the Company in the capital
markets and investors fraternity, it also enhanced
the confidence of bankers, customers, vendors
and other stakeholders in its credibility and long¬
term sustainability. It also helped your Company
relax its debt pressure in terms of interests cost and
repayment of loans. During the year under review, the
funds received by way of Issue proceeds continued
to be deployed into the business operations of the
Company in line with the schedules drawn for the
funds utilisation. In terms of business performance,
i.e., whether operational revenue or profitability, your
Company reported marginal growth for the FY 2024¬
25 when compared to that of FY 2023-24. The
operational revenue stood at C 1462.01 Crores and
the Profit before Taxation (PBT) at C142.72 Crores.
Thus, registering a growth of approximately 6% on
both the parameters. However, on account of higher
tax expenses, as explained elsewhere in this Report,
the PAT registered a decline for the FY under review
when compared to that of previous FY 2023-24. It
stood at C 85.39 Crores for the FY 2024-25 when
compared to C 100.87 Crores for the FY 2023-24.

Laced with an industry experience of almost
2 decades, your management is confident of
addressing the temporary disturbances and
achieving the business targets laid out in terms

of the prospectus issued by it in connection with
the IPO.

During the FY 2024-25, your Company has opened
the following new stores:

Sl. No.	Format Date of Opening	Store Location
1.	Kanchipuram June 14, 2024 Varamahalakshmi Silks	Salem, Swarnapuri, Tamil Nadu
2.	Kanchipuram August 22, 2024 Varamahalakshmi Silks	Purasaiwakkam, Tamil Nadu
3.	Kanchipuram September 5, Varamahalakshmi 2024 Silks	Madurai, Tamil Nadu
4.	Kanchipuram December 14, Varamahalakshmi 2024 Silks	Tadepalligudem, Andhra Pradesh
5.	Kanchipuram December 20, Varamahalakshmi 2024 Silks	Pondicherry
6.	Kanchipuram December 30, Varamahalakshmi 2024 Silks	Adyar, Tamil Nadu
7.	Kanchipuram January 10, Varamahalakshmi 2025 Silks	Trichy, Tamil Nadu
8.	Kanchipuram March 19, 2025 Varamahalakshmi Silks	Tumakuru, Karnataka

Further, subsequent to the close of Financial Year,
your Company has added another store, (i.e., at
Davanagere, Karnataka) under the Kanchipuram
Varamahalakshmi Silks format, thus raising its tally
to a total of 69 stores as on date of this Report.

All the new stores have recorded excellent
performance, in terms of customers'' response, sales
turnover and profitability.

3. INITIAL PUBLIC OFFER (IPO) OF
EQUITY SHARES

As a matter of information and as stated elsewhere
in this report, during the FY 2023-24, your company
successfully completed the Initial Public offering
(IPO) of its equity shares aggregating 5,40,99,027
Equity shares of C2 /- each. This comprised of a
Fresh issue of 2,70,27,027 Equity shares of C2 /-

Out of the issue proceeds of C 566.23 Crores (net of offer related expenses), the Company has utilized the funds
as per the below mentioned table:

Amount in Cr

Sl. No	Particulars	Amount to be utilized (as per prospectus)	Amount utilized as on March 31, 2024	Aggregate amount utilized as on March 31, 2025	Un utilized Amount as on March 31,2025
1	Capital expenditure towards setting-up of 30 new stores	125.08	27.56	63.96	61.12
2	Capital expenditure towards setting-up of two warehouses	25.40	0.94	1.63	23.77
3	Working capital requirements	280.07	115.98	186.20	93.87
4	Repayment or pre-payment, in full or part, of certain borrowings availed by our Company	50.00	47.12	50.00	0
5	General Corporate Purposes	85.68	70.55	82.90	2.79
	Total	566.23	262.15	384.69	181.54

As informed earlier, your Company has appointed CARE Ratings Limited as the Monitoring Agency in accordance
with Regulation 41 of SEBI (ICDR) Regulations, 2018 in order to monitor the utilization of IPO proceeds. Your
Company has obtained quarterly monitoring reports from the Monitoring agency and has filed the same with
both the Stock exchanges where the equity shares of the Company are listed. The monitoring agency reports
are available at the Company''s website https://sskl.co.in/investor-relations/ipo updates

There has been no deviation in the utilization of the IPO proceeds of the Company.

9. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The appointment and remuneration of Directors are
governed by the policy devised by the Nomination
and Remuneration Committee of the Company. The
remuneration policy is available at company website
https://sskl.co.in/wp-content/uploads/2022/07/
Remuneration-Policy.pdf

The following are the Directors / Key Managerial
Personnel (KMP) of the Company:

Thus, as on March 31, 2025, the total stores tally
stands (under various formats) as hereunder:

Kanchipuram	KLM
Varamahalakshmi	Fashion	Kalamandir	Mandir	Total
Silks	Mall
34	19	11	4	68

each aggregating C 600 Crores and an Offer for
sale of 2,70,72,000 Equity shares of C2 /- each
by the Promoters and Promoters Group members
aggregating C 601 Crores. The Equity shares of the
Company remains listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE).

Objects of the Offer/ allocation of net proceeds of
the fresh issue in IPO (as per Prospectus):

Sl. No	Particulars	Amount in Cr
1	Capital expenditure towards setting-up of 30 new stores	125.08
2	Capital expenditure towards setting-up of two warehouses	25.40
3	Working capital requirements	280.07
4	Repayment or pre-payment, in full or part, of certain borrowings availed by our Company	50.00
5	General Corporate Purposes	85.68
	Total	566.23
6	Offer related expenses in relation to Fresh Issue	33.77
	TOTAL	600.00

MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

As depicted in the table above, your Company, as on
31^st March, 2025, has spent an aggregate amount of
C384.69 crores out of the Issue proceeds of C566.23
crores (net of offer related expenses). Further, out of
the unutilized amount of C 181.54 crores (as on 31^st
March, 2025) an amount of C 7.45 crores has been
utilized till June 30, 2025

Further, subsequent to the close of Financial Year
under review, an amount of C 20.91 Crores was paid
out of the total demand of C 27.07 Crores towards the
liability determined by the Income Tax Department
pursuant to and consequent upon the Search and
seizure of operations conducted in the month of
May 2023.

Save and except as discussed in this report, there
have been no material changes affecting the
financial position of the Company between the end
of the financial year and date of this report.

4. DIVIDEND:

Your company has formulated a Dividend Distribution
Policy, with an objective to provide the dividend
distribution framework to the stakeholders of the
company. The Policy sets out various financial,
internal and external factors, which shall be
considered by the Board in determining the dividend
pay-out. The policy is available on the website of
the company i.e., https://sskl.co.in/wp-content/
uploads/2022/07/Dividend-Distribution-Policy-
SSKL.pdf

Your Board of Directors, after considering the factors
such as profitability for the year under review and
return on capital, has recommended a final dividend
of C1. /- (i.e., 50% on the face value) per equity share
of C2/-. This dividend is subject to the approval of the
shareholders at the ensuing Annual General Meeting
and if declared, this will result in a cash Outflow of
C15,33,66,112/-

5. TRANSFER TO RESERVES:

We do not propose any amount to be transferred to
the Reserves for the current Financial Year.

6. NATURE OF BUSINESS

Primarily, there has been no change in the nature of
business of your Company during the under review
and the company continues to carry on its existing
business operations.

7. SHARE CAPITAL:

The Share Capital of the Company as on March 31,
2025, and also as on date of this Report, stands
as follows:

Sl. No.	Particulars	(Amt. in C)
1.	Authorised Capital: 21,00,00,000 Equity Shares of C2/- each	42,00,00,000
2.	Issued, Subscribed & Paid-up capital: 15,33,66,1 12 Equity Shares of C2/- each	30,67,32,224
	Total Equity Capital (including 60,16,145 equity shares held by SSKL Employees Trust)	30,67,32,224

8. CREDIT RATING

The details of Credit rating, for the FY 2024-25
obtained from India Ratings is as follows:

Sl. Facilities No.	Amount in Cr	Rating	Rating Action
1. Fund Based	C 180 Cr	IND A/	Upgraded from
working capital		Positive/	IND A-/Stable/
facilities		IND A1	IND A2
2. Term Loan	C 25.23 Cr	IND A/ Positive	Upgraded from IND A-/Stable

Sl. No	Name	Designation
1	Mr. Ravindra Vikram Mamidipudi	Chairman & Independent Director
2	Mr. Nagakanaka Durga Prasad Chalavadi	Managing Director
3	Mr. Kalyan Srinivas Annam	Whole Time Director
4	Mr. Doodeswara kanaka Durga Rao Chalavadi	Whole Time Director
5	Mr. Pramod Kasat	Independent Director
6	Mr. Venkata Ramakrishna Kunisetty	Independent Director
7	Ms. Sirisha Chintapalli	Independent Director
8	Mr. K.V.L.N. Sarma	Chief Financial Officer
9	Mr. M.K. Bhaskara Teja	Company Secretary & Compliance officer

Apart from the Key Managerial Personnel mentioned
above, the following employees form part of the
Senior management of our Company:

Sl. No	Name	Designation
1	Mr. Mohana Durgarao Chalavadi	Senior Vice President
2	Mr. Venkata Rajesh Annam	Senior Vice President
3	Mr. Bharadwaj Balaji Rachamadugu	Senior Vice President
4	Mr. Chakradhar	Head of Sourcing &

The Constitution of the Board of the Company is in
accordance with section 149(6) of the Companies
Act, 2013 and Regulation 17 of the SEBI (Listing
obligation and Disclosure Requirements) (LODR)
Regulations 2015.

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Doodeswara Kanaka
Durga Rao Chalavadi, (DIN 02689280), Whole Time
Director of the Company, retired by rotation in the
previous AGM held on 27^th September, 2024 and
was reappointed thereat.

There was no other appointment / reappointment in
the office of Director / KMPs of the Company during
the FY 2024-25 and till the date of this Report.

Further, Mr. Kalyan Srinivas Annam (DIN 02428313),
Whole Time Director, is liable to retire by rotation
and being eligible for reappointment at the ensuing
Annual General Meeting (AGM) of the Company,
has offered himself for reappointment. His details
as required under Secretarial Standards and SEBI
(LODR) Regulations, 2015 are provided in the
accompanying notice convening the ensuing AGM
of the Company.

DECLARATION FROM INDEPENDENT
DIRECTORS

Your Company has received respective declarations
from all its Independent Directors confirming
that they meet the criteria of independence as
prescribed under sub-section (6) of Section 149 of
the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the Listing
Regulations. There has been no change in the
circumstances affecting their existing status as
independent directors of your Company.

In compliance with Schedule IV to the Companies
Act, 2013 the Independent Directors held their
meeting on March 26, 2025 without the presence

of non-independent directors and members of the
management, inter alia, to discuss the following:

• Noting the report of performance evaluation of
the Board from the Chairman of the Board;

• Review of the performance of non-independent
directors and the Board;

• Review of the performance of the Chairman of
the Company;

• Assessment of the quality, quantity and
timeliness of flow of information to the Board;

All the Independent Directors were present at the
aforesaid meeting.

BOARD AND COMMITTEE MEETINGS

The Board of Directors met Four (4) Times during
the financial year 2024-25. The details of the Board
and Committee meetings and the attendance
of the Directors are mentioned in the Corporate
Governance report at Annexure-VII.

The Board of Directors of the Company have formed
various committees, as per the provisions of the
Companies Act and SEBI (LODR) Regulations. The
terms of reference and the constitution of these
committees are in compliance with the applicable
laws. In order to ensure focused attention on business
and for better governance and accountability, the
Board has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Executive Management & IPO Committee

g. Internal Compliance committee /
POSH Committee

The details with respect to the composition, terms of
reference, number of meetings held by the aforesaid
committees are given in the "Corporate Governance
report" of the Company which is presented in a
separate section and forms part of the Annual report
of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies
Act 2013 and SEBI (LODR) Regulations 2015 the
board has carried out the evaluation of its own
performance and that of its committees and the

individual directors. The performance evaluation of
Non independent Directors, the Board as a whole
and chairperson is carried out by the Independent
Directors in their separate meeting.

The evaluation process consisted of structured
questionnaires covering various aspects of the
functioning of the Board and its committees,
such as composition, experiences competencies,
performance of specific duties, obligations and
governance issues etc. The board also carried out
the evaluation of the performance of the individual
directors based on criteria such as contribution of
the directors at the meetings, strategic perspective
or inputs regarding the growth and performance of
the Company etc.

Further, performance evaluation criteria for the
independent directors is disclosed in the corporate
governance report forming part of the Annual Report.

FAMILIARISATION PROGRAMME

In terms of SEBI Regulations, the Company has
designed a Familiarisation Programme for the
Independent Directors, with a view to familiarise
them with their role, rights and responsibilities
in the Company, nature of Industry in which the
Company operates, business model of the Company
etc. Through the Familiarisation Programme, the
Company apprises the independent directors of
the developments, if any, in the business model,
corporate strategy, business plans, finance, human
resources, technology, quality, facilities, risk
management strategy, governance policies and
operations of the Company.

10. HUMAN RESOURCES

We believe that our employees are our key strength,
and their development and wellbeing is crucial to
sustain organization success. We take up several
initiatives to develop employees holistically to ensure
that the Company has competent employees in all the
functions of business. We are implementing robust
HR practices and processes to enhance employee
experience to delivery exemplary results. Some
of these initiatives include Learning management
process, Leadership development, competency
development, rewards and recognition etc.

11. ESOP

As you are aware, your Company, during the
FY 2022-23 had instituted an ESOP Scheme for
the enduring benefits of its employees, under the
name and style "Sai Silks (Kalamandir) Limited

Share based Employee Benefit Scheme 2022". A
Trust under the name and style "SSKL Employees
Trust" has also been formed in this regard. The
Company, under the said Scheme is authorised
to grant an aggregate number of upto 6,016,145
employee stock options, in one or more tranches.
The purpose of the ESOP Scheme is, among other
things, to: (a) motivate the employees to contribute
to the growth and profitability of our Company; (b)
achieve sustainable growth and to create value
to the Shareholders by aligning the interests of
the employees with the long-term interests of our
Company; and (c) incentivize the senior and critical
talents in line with corporate growth and creation of
Shareholders'' value. Pursuant to the said Scheme,
your Company, during the FY 2022-23 had issued
and allotted 60,16,145 equity shares of face value
C2 /- each at a price of C22 /- (including a premium
of C20 /-) to SSKL Employees Trust. No options have
been granted pursuant to the ESOP Scheme till date.

It is confirmed that the Scheme is in compliance
with the SEBI (Share Base Employee Benefits and
Sweat Equity) Regulations, 2021 and during the
year under review no material changes were made
to the Scheme.

Certificate has been obtained from M/s. P.S. Rao &
Associates, Company Secretaries, confirming that
the scheme has been implemented in accordance
with the SEBI Regulations and it will be placed
at the forthcoming Annual General Meeting of
your Company for inspection by the members.
Hence, the Disclosure under Regulation 34(3)
read with Schedule V of the Listing Regulations is
not applicable.

12.SUBSIDIARY COMPANIES,

ASSOCIATE & JOINT VENTURES

Your Company does not have any Subsidiary or Joint
venture or Associate Company as on the closure of
the financial year and even as on the date of this
report. Further no Company has become or ceased
to be the Subsidiary or Joint venture or Associate of
your Company during the financial year.

13. RELATED PARTY TRANSACTIONS

The contracts /arrangements/ transactions entered
into by the Company during the FY 2024-25 were in
the ordinary course of business and at arms lengths
basis and were in compliance with the provisions of
the Companies Act and SEBI Listing Regulations.

The details of such related party transactions are
provided at Note No.45 which form part of the notes
to financial statements.

As per clause (h) of Section 134 (3) of the
Companies Act, 2013, the particulars of related
party transactions are disclosed in Form No. AOC -
2 which is appended as Annexure - I to this Report.

Further your company has formulated a policy on
materiality of Related Party Transactions and on
dealing with Related Party Transactions and has
been approved by its Board. It can be accessed
at https://sskl.co.in/wp-content/uploads/2025/01/
Policy-on-Related-Party-Transactions.pdf.

14. PUBLIC DEPOSITS

Your Company has neither accepted nor repaid
any deposits during the financial year ended on
March 31, 2025. Further, there were no outstanding
deposits as at the beginning of the FY or at any time
during the financial year 2024-25. Hence, no details
are required to be provided pursuant to Rule 8 (5) (v)
& (vi) of the Companies (Accounts) Rules, 2014.

Further, your Company has not borrowed any
amounts from its Directors during the FY ended
March 31, 2025 and there were no amounts
outstanding as on March 31, 2025.

15. LOANS, GUARANTEES AND
INVESTMENTS:

During the year under review, your Company has not
made any loans, investment or given any guarantee
or provided any security as contemplated under
Section 186 of the Companies Act, 2013.

16. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the
applicable Indian Accounting standards (IND-
AS) recommended by the Institute of Chartered
Accountants of India (ICAI) and prescribed by the
Central Government.

As regards the Search and seizure of operations in
the premises conducted in the month of May 2023
by the Income Tax department under section 132 of
Income Tax Act,1961, we would like to inform that
the liability on the company upon the said search
proceedings have been concluded upon payment
of final tranche of demand liability in the month of
April, 2025. More details in this regard are provided
at Note No 37 under the head Notes to Financial
Information forming part of Financial Statements.

17. AUDITORS:

a) STATUTORY AUDITORS

In accordance with the provisions of section 139
of the Companies Act 2013 and the rules made
thereunder, M/s. Sagar & Associates (Regd No. FRN
003510S), Chartered Accountants, Hyderabad, the
statutory auditors of your Company shall continue
to hold their office till the conclusion of 18^th Annual
General meeting of the company at a remuneration
fixed by the Board of Directors of your Company in
consultation with Auditors as recommended by the
Audit Committee.

The independent Auditor''s report to the members of
the Company in respect of financial statements for
the financial year ended March 31, 2025 forms part
of this annual report. The said Auditor''s Report does
not contain any qualifications, reservations, adverse
remarks or disclaimers.

Further the matter pertaining to search and seizure
of operations as mentioned and Confirmation/
reconciliation of Trade payables & Trade Receivables
under "Emphasis of matter" in the Auditor''s
Report is self-explanatory and do not call for any
further comments.

b) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the Rules made thereunder,
M/s SARC & Associates (Regd. No.006085N),
Chartered Accountants, Visakhapatnam held the
office of Internal Auditors of the Company for the
FY 2024-25 and has been reappointed to the said
office for the FY 2025-26.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of SEBI
(LODR) Regulations 2015, M/s P. S Rao & Associates,
Company Secretaries were appointed as Secretarial
Auditors to conduct Secretarial Audit for the FY
ended March 31, 2025. Copy of Secretarial Audit
Report is attached herewith as Annexure-II.

As regards the observations made by the Secretarial
Auditors, we would like to state as hereunder:

i. Owing to delay in receipt of requisite documents,
the particulars of creation of charge, as
reported, could not be filed with the Registrar of
Companies (MCA). Further, upon completion of
procedural formalities and receipt of requisite

documents, the particulars of satisfaction of
charges shall be filed with the Registrar of
Companies (MCA). We assure that there was
no malafide intention as such and further we
assure of timely filings and compliances.

ii. It is hereby confirmed that the wordmark,
"Kalamandir" is presently owned by the
Company and hence entitled to use the same,
without any objection or hindrance from any
party. However, owing to procedural delays, the
registration formalities are yet to be completed
in this regard.

Further, it is proposed to appoint M/s. P.S. Rao &
Associates, Company Secretaries as Secretarial
Auditors of your Company for a period of 5 (Five)
consecutive financial years i.e., from the FY 2025¬
26 to FY 2029-30 to undertake Secretarial Audit
for each of the said years and to issue i) Secretarial
Audit Report and ii) Secretarial Compliance Report
for the corresponding periods. Resolution forms part
of Notice attached hereto.

d) COST RECORDS:

It is hereby confirmed that the maintenance of
cost records has not been specified by the Central
Government under section 148(1) of the Companies
Act, 2013 and hence accounts and records related
thereto are not required to be made or maintained.

Instances of fraud, if any reported by the Auditors

During the year under review, there was no instance
of fraud, misappropriation which required the
Auditors to report to the Audit Committee and/or
Board under Section 143(12) of the Companies Act,
2013 and the rules made thereunder.

18.DIRECTORS'' RESPONSIBILITY

STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) and
Section 134 (5) of the Companies Act, 2013, the
Board of Directors, to the best of its knowledge and
ability, confirms that:

(a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

(b) it has 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 at the end of the

financial year and of the profit and loss of the
company for that period;

(c) it has 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) it has prepared the annual accounts on a going
concern basis;

(e) it has laid down internal financial controls to
be followed by the company and such internal
financial controls are adequate and were
operating effectively;

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

19. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management
Policy, aimed at

i) embedding the risk management as an integral
part of our business processes;

ii) establishing an effective system of risk

identification, analysis, evaluation and
treatment within all areas and at all functional
levels of the Company;

iii) avoiding / minimizing exposure to significant
financial loss;

iv) contributing to the achievement of the

Company''s objectives; and

v) to assess the benefits and costs of
implementation of available options and
controls to manage the risk.

Further the Risk management policy is available
on the company website at https://sskl.co.in/wp-
content/uploads/2022/07/Risk-Management-Policy.
pdf.

20.INTERNAL FINANCIAL CONTROLS:

Your Company has laid down internal financial
controls through entity level controls, inter-alia to
ensure orderly and efficient conduct of business,
including adherence to Company''s policies
and procedures, accuracy and completeness
of accounting records and timely preparation
and reporting of reliable financial statements/

information, safe guarding of assets, prevention and
detection of frauds and errors.

The evaluation of these internal financial controls
has been done through the internal audit process
established within the Company and the need based
support of Internal Auditors. Based on the review of
the reported evaluations, your Board confirms that,
for the preparation of financial accounts for the year
ended March 31, 2025 the applicable Accounting
Standards have been followed and the internal
financial controls are generally found to be adequate
and were operating effectively and that no material
weakness were noticed.

21. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The details regarding Energy Conservation,
Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Section 134 (3) (m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are provided at Annexure-
III and forms part of this report.

22. CORPORATE SOCIAL

RESPONSIBILITY:

Your Board of Directors and the CSR committee
feel proud to mention that the CSR tenets are an
integral part of our organization. Your Company has
been undertaking CSR activities as a wholehearted
endeavor, which is driven by the urge to do our bit to
the society we live in.

As far as FY 2024-25 is concerned your company
has undertaken the activities in the areas of Child
education, Health, Scholarships, food to the poor
people and welfare of challenged people on its
own and in association with other entities which are
eligible to carry out the CSR activities.

The Board has adopted a CSR policy, pursuant to
the recommendation of the CSR committee, with
a vision to actively contribute to the social and
economic development of the communities in which
your company operates and in doing so, build a
better, sustainable way of life for the economically
weaker sections of the society.

The Annual Report on CSR activities as per the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed herewith as Annexure - IV to
this report. The CSR Policy is posted on the website

of the Company and the web link is https://sskl.co.in/
wp-content/uploads/2022/07/CSR-Policy.pdf

The CSR Committee, constituted by the Board, is in
place and is actively involved in identifying areas as
per the contemporary needs of the society. While
identifying such areas, it ensures that the same
are commensurate with the Company''s Policy in
general. Further, the Committee also supervises the
progress of CSR activities of the Company.

The composition of the CSR Committee has been
disclosed in "Corporate Governance report" of the
Company which is presented in a separate section
and forms part of the Annual report of the Company.

Pursuant to the provisions of Section 135 of the
Companies Act, 2013, your Company was required
to spend an amount of C2.33 Crores towards CSR
Activities for the financial year March 31, 2025.
However, your Company''s total expenditure towards
CSR aggregated C2.54 Crores for the year ended
March 31, 2025, thus exceeding its obligation. Out
of the said amount of C2.54 Crores your Company
spent C 1.83 Crores through Kalamandir Foundation
and C0.71 Crores was spent by the Company on its
own & implementing agencies.

23.PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct to
regulate, monitor and report trading by insiders
including specified persons and Designated
persons, in accordance with the requirements of the
Securities and Exchange Board of India (Prohibition
of Insider) Regulations, 2015 as amended from time
to time.

Mr. M.K.Bhaskara Teja, Company Secretary is the
Compliance officer for monitoring adherence to
the said Regulations and the Code. The said code
is disclosed on company''s website at https://sskl.
co.in/wp-content/uploads/2022/07/Code-of-
Insider-Trading.pdf

24.SIGNIFICANT OR MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There are no orders passed by the Regulators / Courts
/ Tribunals that would impact the going concern
status of your Company and its future operations.

25.REMUNERATION OF EMPLOYEES

Disclosures concerning the remuneration of
Directors, KMPs and employees as per section 197

(12) of the Companies Act 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014 forms part of the
report as Annexure-V.

26. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis Report
for the year under review, as stipulated under
Regulation 34 of SEBI (LODR) Regulations, 2015 is
presented as a separate section forming part of the
Annual Report of the Company as Annexure-VI.

27. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate
thereon by M/s P. S Rao & Associates, Company
Secretaries regarding compliance of the conditions
of corporate governance as stipulated in part C of
schedule V of the SEBI (LODR) Regulations, 2015 are
provided in a separate section and forms part of the
Annual Report of the Company. Report on Corporate
Governance is annexed as Annexure-VII.

A certificate from the Managing Director and the
CFO of the Company in terms of Listing Regulations,
inter alia, confirming the correctness of the financial
statement including cash flow statement, etc., forms
part of the Annual Report.

28. BUSINESS RESPONSIBILITY AND
SUBSTAINABILITY REPORT

A Business Responsibility and Sustainability
Report as per Regulation 34 (2) (f) of SEBI (LODR)
Regulations, 2015 detailing the various initiatives
taken by the Company on the environmental, Social
and governance front forms part of this report and is
enclosed as Annexure-VIII.

29. POLICY ON PREVENTION,
PROHIBITION AND REDRESSAL OF
SEXUAL HARASSMENT AT WORK
PLACE:

Your Company strongly supports the rights of
all its employees to work in a harassment - free
environment. The Company has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace as per the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. The policy aims to
provide protection to Employees at the workplace
and prevent and redress complaints of sexual

harassment and for matters connected or incidental
thereto, with the objective of providing a safe
working environment, where Employees feel secure.
The Company has also constituted an Internal
Complaints Committee, known as Anti Sexual
Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend
appropriate action.

The composition of said committee may be referred
in the section titled as "Report on Corporate
Governance" attached herewith.

We further confirm that during the year under review,
one complaint was filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The POSH
Committee conducted a thorough investigation,
including a detailed discussion with the victim
and gathered evidence from eyewitnesses. As
an exemplary message to all our employees
and establishing commitment to maintaining
a harassment-free workplace, the Committee
terminated the manager''s employment and closed
the complaint.

Compliance with the provisions relating to
the Maternity Benefits Act, 1961.

Your Company complies with the provisions of the
Maternity Benefit Act, 1961, extending all statutory
benefits to eligible women employees, including
paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work
options, as applicable. Your company remains
committed to fostering an inclusive and supportive
work environment that upholds the rights and
welfare of its women employees in accordance with
applicable laws.

30.VIGIL MECHANISM / WHISTLE
BLOWER POLICY:

The company has in place a Vigil mechanism /
whistle blower policy in terms of section 177(9) of
the Companies Act, 2013 which enables employees,
officers and stakeholders to freely convey their
concerns about illegal or unethical practices. No
person has been denied access to the chairman of
the Audit Committee to lodge his/her grievances. The
Vigil mechanism / whistle blower policy is available
on the company''s website https://sskl.co.in/wp-
content/uploads/2025/07/Annual-Return-2024-25.
pdf

Mr. Ravindra Vikram Mamidipudi, Independent
Director and chairman of the Audit committee is
the Head of the Vigil Mechanism; all the employees
have direct access to report their concerns and
complaints. During the year under the review, no
complaint has been received.

The details of the vigil mechanism are provided in
the Annexure - IX to this Report.

31. ANNUAL RETURN:

In accordance with section 134(3)(a) of the
Companies Act 2013, a copy of Annual Return in
the prescribed format i.e., Form MGT-7 is placed on
the website of the Company, https://sskl.co.in/wp-
content/uploads/2025/07/Annual-Return-2024-25.
pdf.

32.SECRETARIAL STANDARDS:

The Company has complied with the applicable
clauses of the Secretarial Standards (SS-1 SS-2
and SS-3) issued by The Institute of Company
Secretaries of India.

33.INSOLVENCY AND BANKRUPTCY
CODE, 2016 & STATUS THEREOF

During the year under review, neither any application
was made nor any proceeding stands pending under
the Insolvency and Bankruptcy Code, 2016, as on
March 31, 2025.

34. DETAILS OF DIFFERENCE BETWEEN
THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG
WITH REASONS THEREOF

Not applicable (As there were no instances of
one-time settlement with the Banks or financial
institutions during the year under review)

35. ACKNOWLEDGEMENTS:

We place our hearty thanks to all our Business
Partners, Weavers and vendors, customers and
other Stakeholders and more importantly the
employees of the Company, who have provided their
unflinching support throughout and till date. We also
extend our thanks to all our bankers and investors
who has reposed their trust in our Company and
its management.

For and on behalf of the Board of Directors

Sd/-

Ravindra Vikram Mamidipudi

Chairman

DIN:00008241

Place: Hyderabad
Date: July 25, 2025

---

Mar 31, 2024

Your Board of Directors have immense pleasure in presenting the 16th Annual Report of your Company together with the Audited Accounts for the FY ended 31st March 2024.

1. FINANCIAL RESULTS:

(H In Crores except EPS)

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	1373.55	1351.47
EBIDTA	211.65	212.53
Finance Cost	52.87	45.51
Depreciation and Amortization expense	47.91	41.01
Profit before Taxation (PBT)	134.68	133.57
Tax Expenses	35.10	36.96
Deferred Tax	1.29	0.98
Profit after Taxation (PAT)	100.87	97.59
Earnings Per Equity Share (in H)	7.51	8.11
Paidup Equity Capital	30.67	25.26

2. REVIEW OF PERFORMANCE & COMPANY’S STATE OF AFFAIRS:

As you are aware, this 16th Annual Report of your Company happens to be the maiden Report subsequent upon completion of its IPO. During the year under review, the funds received by way of Issue proceeds were deployed into the business operations of the Company in line with the schedules drawn for the funds utilisation. This augmented the financial strength of your Company and relaxed the debt pressure in terms of interests cost and repayment of loans. The combined performance of new stores opened during the year and that of the existing stores resulted in an operational turnover of H 1373.55 Crores for the FY 2023-24. This was slightly higher when compared to the operational turnover for the previous FY 2022-23. Further, even in terms of Profit after Taxation ( PAT), your Company reported a similar pattern. The PAT for FY 2023-24 stood at H 100.87 Crores when compared to H 97.59 for the previous FY 2022-23. If expressed in terms of percentile growth, the operational revenue was 1.63 % higher for the FY 2023-24 than that of previous FY 2022-23. Similarly, PAT was 3.36 % higher for the FY 2023-24 than that of previous FY 2022-23.

The management of your Company is confident of achieving the business targets laid out in terms of the prospectus issued by it in connection with the IPO.

During the FY 2023-24, your Company has opened the following new stores:

Sl. No.	Format	Date of Opening	Store Location
1.	Kanchipuram Varamahalakshmi Silks	15th October, 2023	Coimbatore, Tamilnadu

Sl. Format No.	Date of Opening	Store Location
2. Kanchipuram Varamahalakshmi Silks	16th October, 2023	Coimbatore, Tamilnadu
3. Kanchipuram Varamahalakshmi Silks	06th November, 2023	Poonamallee, Tamilnadu
4. Kanchipuram Varamahalakshmi Silks	07th January, 2024	Salem, Tamilnadu
5. Kanchipuram Varamahalakshmi Silks	04th March, 2024	Khammam, Telangana
6. Kanchipuram Varamahalakshmi Silks	15th March, 2024	Hosur, Tamilnadu

Further, one of the existing stores (Kalamandir format), located in Khammam has been converted into the “Kanchipuram Varamahalakshmi Silks” format.

Thus, as on March 31, 2024, the total stores tally stands (under various formats) as hereunder:

Kanchipuram Varamahalakshmi Silks	KLM Fashion Mall	Kalamandir	Mandir	Total
25	19	12	4	60

All the new stores have recorded excellent performance, in terms of customer response and sales turnover.

3. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

Your Board of Directors are pleased to inform that during the FY 2023-24, your company successfully completed the Initial Public offering (IPO) of its equity shares aggregating 5,40,99,027 Equity shares of H 2 /- each. This comprised of a Fresh issue of 2,70,27,027 Equity shares of H 2 /- each aggregating h 600 Cr and an Offer for sale of 2,70,72,000 Equity shares of H 2 /- each by the Promoters and Promoters Group members aggregating H 601 Cr. The Equity shares of the Company have been listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) effective September 27, 2023.

Objects of the Offer / allocation of net proceeds of the fresh issue (as per Prospectus):

Sl. No.	Particulars	Amount in Cr
1	Capital expenditure towards setting-up of 30 new stores	125.08
2	Capital expenditure towards setting-up of two warehouses	25.40
3	Working capital requirements	280.07

Sl. No.	Particulars	Amount in Cr
4	Repayment or pre-payment, in full or part, of certain borrowings availed by our Company	50.00
5	General Corporate Purposes	85.68
	Total	566.23
6	Offer related expenses in relation to Fresh Issue	33.77
	TOTAL	600.00

UTILISATION OF IPO PROCEEDS

The Company has appointed CARE Ratings Limited as the Monitoring Agency in accordance with Regulation 41 of SEBI (ICDR) Regulations, 2018 in order to monitor the utilization of IPO proceeds. Your Company has obtained quarterly monitoring reports from the Monitoring agency and has filed the same with both the Stock exchanges where the equity shares of the Company are listed. The Proceeds realized by the Company from the Initial Public Offering shall be utilized as per the objects of the offer as disclosed in the prospectus of the Company.

Out of the issue proceeds of h 566.23 Cr (net of offer related expenses), the Company has utilized the funds as per the below mentioned table:

Amount in Cr

Sl. No.	Particulars	Amount to be utilized	Amount utilized as on 31.03.2024	Un utilized Amount as on 31.03.2024
1	Capital expenditure towards setting-up of 30 new stores	125.08	27.56	97.52
2	Capital expenditure towards setting-up of two warehouses	25.40	0.94	24.46
3	Working capital requirements	280.07	115.98	164.09
4	Repayment or pre-payment, in full or part, of certain borrowings availed by our Company	50.00	47.12	2.88
5	General Corporate Purposes	85.68	70.55	15.13
	Total	566.23	262.15	304.08

There has been no deviation in the utilization of the IPO proceeds of the Company. The monitoring agency reports are available at the Company’s website https://sskl.co.in/ investor-relations/ipo updates

4. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

As discussed elsewhere in this Report, the Company has spent an amount of H 262.15 out of the Issue proceeds of H 566.23(net of offer related expenses), as on 31st March, 2024. Further, out of the unutilized amount of Rs... 262.15 Cr an amount of Rs 54.62 has been utilized till the date of this Report.

Further, save and except as discussed in this report, there have been no material changes affecting the financial position of the Company between the end of the financial year and date of this report.

5. DIVIDEND:

Your company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the stakeholders of the company. The Policy sets out various financial, internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the company i.e., https://sskl.co.in/wp-content/ uploads/2022/07/Dividend-Distribution-Policv-SSKL.pdf

Your Board of Directors, after considering the profitability for the year under review and returns for the equity shareholders, has recommended a final dividend of h 1. /-(i.e., 50% on the paid-up value of share) per equity share of h 2/-). This dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting.

6. TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

7. NATURE OF BUSINESS

Primarily, there has been no change in the nature of business of your Company during the under review and the company continues to carry on its existing business operations in retail textiles. However, with an objective of providing its customers with ethnic silver jewellery items, premium silver accessories (i.e., bracelets, rings, necklace, ear rings etc., the company launched a silver brand “Rasamayi” thus making a modest foray into the silver jewellery space.

8. SHARE CAPITAL:

The Share Capital of the Company as on 31.03.2024, and also as on date of this Report, stands as follows:

Sl. No.	Particulars	(Amt. in J)
1.	Authorised Capital: 21,00,00,000 Equity Shares of H 2/- each	42,00,00,000
2.	Issued, Subscribed & Paid-up capital: 15,33,66,112 Equity Shares of H 2/- each	30,67,32,224
	Total Equity Capital (including 60,16,145 equity shares held by SSKL Employees Trust )	30,67,32,224

Pursuant to the Initial Public offering, the Company had allotted 27,027,027 equity shares of H 2 /- each on September 25, 2023 and accordingly the total paid up share capital of the Company as on March 31, 2024 stands at H 30,67,32,224 /- divided into 15,33,66,112 Equity shares of face value of h 2 /- each. Subsequent to the said, there has been no change in the share capital of the Company.

9. CREDIT RATING

The details of Credit rating, as applicable currently, obtained from Indiaratings Limited is as follows :

S.No	Facilities	Amount in Cr	Rating	Rating Action
1	Fund Based working capital facilities	H 180 Cr	IND A/Positive/IND A1	Upgraded from IND A-/Stable/IND A2
2	Term Loan	H 25.23 Cr	IND A/Positive	Upgraded from IND A-/Stable

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the policy devised by the Nomination and Remuneration Committee of the Company. The remuneration policy is available at company website https://sskl.co.in/wp-content/ uploads/2022/07/Remuneration-Policv.pdf

The following are the Directors / Key Managerial Personnel (KMP) of the Company:

Sl. No.	Name	Designation
1	Mr. Ravindra Vikram Mamidipudi	Chairman & Independent Director
2	Mr. Nagakanaka Durga Prasad Chalavadi	Managing Director
3	Mr. Kalyan Srinivas Annam	Whole Time Director
4	Mr. Doodeswara Kanaka Durgarao Chalavadi	Whole Time Director
5	Mr. Pramod Kasat	Independent Director
6	Mr. Venkata Ramakrishna Kunisetty	Independent Director
7	Ms. Sirisha Chintapalli	Independent Director

Sl. No.	Name	Designation
8	Mr. Venkata Lakshmi Narasimha Sarma Konduri	Chief Financial Officer
9	Mr. Matte Koti Bhaskara Teja	Company Secretary

Apart from the Key Managerial Personnel mentioned above, the following employees form part of the Senior management of our Company:

Sl. No.	Name	Designation
1	Mr. Mohana Durgarao Chalavadi	Senior Vice President
2	Mr. Venkata Rajesh Annam	Senior Vice President
3	Mr. Rachamadugu Balaji Bharadwaj	Senior Vice President
4	Mr. Chakradhar Boorlagadda	Head of Sourcing & Strategy

The Constitution of the Board of the Company is in accordance with section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing obligation and Disclosure Requirements) (LODR) Regulations 2015.

There was no change in the office of Director / KMPs of the Company during the FY 2023-24 and till the date of this Report.

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Doodeswara Kanaka Durgarao Chalavadi (DIN 02689280), Whole Time Director, is liable to retire by rotation and being eligible for reappointment at the ensuing Annual General Meeting (AGM) of the Company, has offered himself for reappointment. His details as required under SEBI (LODR) Regulations, 2015 are provided in the accompanying notice convening the ensuing AGM of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received respective declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their existing status as independent directors of your Company.

In compliance with Schedule IV to the Companies Act, 2013 the Independent Directors held their meeting on 26.03.2024 without the presence of non-independent directors and members of the management, inter alia, to discuss the following:

• Noting the report of performance evaluation of the Board from the Chairman of the Board;

• Review of the performance of non-independent

directors and the Board;

• Review of the performance of the Chairman

of the Company;

• Assessment of the quality, quantity and timeliness of flow of information to the Board;

All the Independent Directors were present at the aforesaid meeting.

BOARD AND COMMITTEESS MEETINGS

The Board of Directors met Ten (10) Times during the financial year 2023-24. The details of the Board and Committee meetings and the attendance of the Directors are mentioned in the Corporate Governance Report (Annexure-VII).

The Board of Directors of the Company have formed various committees, as per the provisions of the Companies Act and SEBI (LODR) Regulations. The terms of reference and the constitution of these committees are in compliance with the applicable laws. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Executive Management & IPO Committee

g. Internal Compliance committee / POSH Committee

The details with respect to the composition, terms of reference, number of meetings held by the aforesaid committees are given in the “Corporate Governance report” of the Company which is presented in a separate section and forms part of the Annual report of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015 the board has carried out the evaluation of its own performance and that of its committees and the individual directors. The performance evaluation of Non independent Directors, the Board as a whole and chairperson is carried out by the Independent Directors in their separate meeting.

The evaluation process consisted of structured questionnaires covering various aspects of the functioning of the Board and its committees, such as composition, experiences and competencies, performance of specific duties and obligations, governance issues etc. The board also carried out the evaluation of the performance of the individual directors based on criteria such as contribution of the directors at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc.

Further, performance evaluation criteria for the independent directors is disclosed in the corporate governance report forming part of the Annual Report.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI Regulations, the Company has designed a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc. Through the Familiarisation Programme, the Company apprises the independent directors of the developments, if any, in the business model, corporate strategy, business plans, finance, human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company.

11. HUMAN RESOURCES

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well being is crucial to sustain organization success. The Company is constantly engaging in several initiatives to develop employees holistically to ensure that the Company has competent employees in all the functions of business. We are implementing robust HR practices and processes to enhance employee experience to delivery exemplary results. Some of these initiatives include Learning management process, Leadership development competency development, rewards and recognition.

12. ESOP

As you are aware, your Company, during the previous FY 2022-23 had instituted an ESOP Scheme for the enduring benefits to its employees, under the name and style Sai Silks (Kalamandir) Limited Share based employee Scheme 2022. A

Trust under the name and style “SSKL Employees Trust” has also been formed in this regard. The Company, under the said Scheme may grant an aggregate number of up to 6,016,145 employee stock options, in one or more tranches. The purpose of the ESOP Scheme is, among other things, to: (a) motivate the employees to contribute to the growth and profitability of our Company; (b) achieve sustainable growth and to create value to the Shareholders by aligning the interests of the employees with the long-term interests of our Company; and (c) incentivize the senior and critical talents in line with corporate growth and creation of Shareholders’ value. Pursuant to the said Scheme, your Company, during the FY 2022-23 had issued and allotted 60,16,145 equity shares of face value H 2 /- each at a price of H 22 /- (including a premium of H 20 /-) to SSKL Employees Trust. No options have been granted pursuant to the ESOP Scheme till date.

It is confirmed that the Scheme is in compliance with the SEBI (Share Base Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review no material changes were made to the Scheme.

Certificate has been obtained from M/s. P.S. Rao & Associates, Company Secretaries, confirming that the scheme has been implemented in accordance with the SEBI Regulations and it will be placed at the forthcoming Annual General Meeting of your Company for inspection by the members.Hence, the Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations is not applicable.

13. SUBSIDIARY COMPANIES, ASSOCIATE & JOINT VENTURES

The Company does not have any Subsidiary or Joint venture or Associate Company as on the closure of the financial year under report and even as on the date. Further no Company has become or ceased to be the Subsidiary or Joint venture or Associate of your Company during the financial year.

14. RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction(s), which are not at arm’s length basis during the FY ended 31st March, 2024.

During the FY2024, all the contracts /arrangements/ transactions carried out by the Company with its related parties were in the ordinary course of business and on arm’s length basis and were in compliance with the provisions of the Companies Act. The details of related party transactions, which were carried out pursuant to contracts entered into during previous year(s) are provided at Note No.45 which form part of the notes to financial statements.

As per clause (h) of Section 134 (3) of the Companies Act, 2013, the particulars of related party transactions are disclosed in Form No. AOC - 2 which is appended as Annexure - I to this Report.

Further your company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions and has been approved by its Board. It can be accessed at https://sskl.co.in/wp-content/uploads/2022/07/ Policv-On-Related-Partv-Transactions.pdf

15. PUBLIC DEPOSITS

The Company has neither accepted nor repaid any deposits during the financial year ended on 31.03.2024. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the financial year 2023-24. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

Further, the Company has not borrowed any amounts from its Directors during the FY ended 31st March, 2024 and there were no amounts receivable as on 31st March, 2024.

16. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not made any loans, investment or given any guarantee or provided any security as contemplated under Section 186 of the Companies Act, 2013.

17. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

• Search and seizure of operations in the premises was conducted in May 2023, by income tax department under section 132 of Income Tax Act,1961. Information and documents have been submitted to income tax department as per information called from time to time. Scrutiny proceedings are in progress and as on date neither income tax demand determined nor levied consequent to such operations.

18. AUDITORS:

a) STATUTORY AUDITORS

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder, M/s. Sagar & Associates (Regd No. FRN 003510S), Chartered Accountants, Hyderabad, as statutory auditors of the Company shall continue to hold their office till the conclusion of 18th Annual General meeting of the company at a remuneration fixed by the Board of Directors of the Company in consultation with Auditors as recommended by the Audit Committee.

The independent Auditor’s report to the members of the Company in respect of financial statements for the financial year ended 31st March, 2024 forms part of this annual report. The said Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Further the matter pertaining to search and seizure of operations as mentioned and Confirmation/reconciliation of Trade payables & Trade Receivables under “Emphasis of matter” in the Auditor’s Report is self-explanatory and do not call for any further comments.

b) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the

Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s SARC & Associates (Regd. No.006085N), Chartered Accountants, Visakapatnam to the office of Internal Auditor of the Company for the FY 2023-24.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations 2015, M/s P. S Rao & Associates, Company Secretaries have been appointed as Secretarial Auditors to

conduct Secretarial Audit for the FY ended 31st March,

2024. Copy of Secretarial Audit Report is attached herewith as Annexure-II

The reported delay in filing of forms and returns with the Registrar of Companies was purely on account of inadvertence and unintentional. We assure that there was no malafide intention as such and further we assure of timely filings and compliances.

d) COST RECORDS:

It is hereby confirmed that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

Instances of fraud, if any reported by the Auditors

During the year under review, the Statutory Auditors, Secretarial Auditors and the Internal Auditors have not reported any instances of fraud committed in company by its officers or employees to the Audit Committee as contemplated under section 143 (12) and Rule 13 of Companies (Audit and Auditors) Rules 2014 of the Companies Act 2013.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) and Section

134 (5) of the Companies Act, 2013, the Board of Directors, to

the best of its knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) it has 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) it has 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) it has prepared the annual accounts on a going concern basis;

(e) it has laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

18. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy, aimed at

i) embedding the risk management as an integral part of our business processes;

ii) establishing an effective system of risk identification, analysis, evaluation and treatment within all areas and at all levels of the Company;

iii) avoiding exposure to significant financial loss;

iv) contributing to the achievement of the Company’s objectives; and

v) to assess the benefits and costs of implementation of available options and controls to manage the risk.

Further the Risk management policy is available on the company website at https://sskl.co.in/wp-content/uploads/2022/Q7/Risk-Management-Policy.pdf.

19. INTERNAL FINANCIAL CONTROLS:

The Company has laid down internal financial controls through entity level controls, inter-alia to ensure orderly and efficient conduct of business, including adherence to Company’s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safe guarding of assets, prevention and detection of frauds and errors.

The evaluation of these internal financial controls has been done through the internal audit process established within the Company. Based on the review of the reported evaluations, your Board of Directors confirm that, for the preparation of financial accounts for the year ended March 31, 2024 the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively and that no material weakness were noticed.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure-III and forms part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY:

Your Board of Directors and the CSR committee feel proud to mention that the CSR tenets are an integral part of our organization. Your Company has been undertaking CSR activities as a wholehearted endeavor, which is driven by the urge to do our bit to the society we live in.

As far as FY 2023-24 is concerned your company has undertaken the activities in the areas of Child education, Scholarships, food to the poor people and welfare of challenged people and health care either on its own or in association with KALAMANDIR FOUNDATION.

The Board has adopted a CSR policy, pursuant to the recommendation of the CSR committee, with a vision to actively contribute to the social and economic development of the communities in which your company operates and in doing so, build a better, sustainable way of life for the economically weaker sections of the society.

The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - IV to this report. The CSR Policy is posted on the website of the Company and the web link is https://sskl.co.in/wp-content/uploads/2022/D7/CSR-Policv.pdf

The CSR Committee, constituted by the Board, is in place and is actively involved in identifying areas as per the contemporary needs of the society. While identifying such areas, it ensures that the same are commensurate with the Company’s Policy in general. Further, the Committee also supervises the progress of CSR activities of the Company.

The composition of the CSR Committee has been disclosed in “Corporate Governance report” of the Company which is presented in a separate section and forms part of the Annual report of the Company.

Simultaneously, KALAMANDIR FOUNDATION, the CSR arm of your Company is also actively involved in furthering the cause of CSR for your Company.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company was required to spend an amount of H 1.51 Cr towards CSR Activities for the financial year 31st March, 2024. However, your Company’s total expenditure towards CSR aggregated H 1.59 Cr for the year ended 31st March, 2024, thus exceeding its obligation. Out of the said amount of H 1.59 Cr your Company spent H 1.08 Cr through Kalamandir Foundation and h 0.51 Cr was spent by the Company on its own after company on its own add & implementing agencies

22. PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct to Regulate, Monitor and Report Trading by insiders including specified persons and Designated persons, in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider) Regulations, 2015 as amended from time to time.

Mr. M.K.Bhaskara Teja, Company Secretary is the Compliance officer for monitoring adherence to the said Regulations. The said code is disclosed on company’s website at https://sskl. co.in/wp-content/uploaris/2022/07/Corie-of-Insirier-Trariing.prif

23. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of your Company and its future operations.

24. REMUNERATION OF EMPLOYEES

Disclosures concerning the remuneration of Directors, KMPs and employees as per section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 forms part of the report as Annexure-V.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented as a separate section forming part of the Annual Report of the Company as Annexure-VI.

26. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate thereon by M/s P. S Rao & Associates, Company Secretaries regarding compliance of the conditions of corporate governance as stipulated in part C of schedule V of the SEBI (LODR) Regulations, 2015 are provided in a separate section and forms part of the Annual Report of the Company. Report on Corporate Governance is annexed as Annexure-VII.

A certificate from the Managing Director and the CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statement including cash flow statement, etc., forms part of the Annual Report.

27. BUSINESS RESPONSIBILITY AND

SUBSTAINABILITY REPORT

A Business Responsibility and Sustainability Report as per Regulation 34 (2) (f) of SEBI (LODR) Regulations, 2015 detailing the various initiatives taken by the Company on the environmental, Social and governance front forms part of this report and enclosed as Annexure VIII

28. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in a harassment - free environment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Complaints Committee, known as Anti Sexual

Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The composition of said committee may be referred at Report on Corporate Governance attached herewith.

We further confirm that during the year under review, there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has in place a Vigil mechanism / whistle blower policy in terms of section 177(9) of the Companies Act, 2013 which enables employees, officers and stakeholders to freely convey their concerns about illegal or unethical practices. No person has been denied access to the chairman of the Audit Committee to lodge his / her grievances. The Vigil mechanism / whistle blower policy is available on the company’s website https://sskl.co.in/wp-content/uploads/2022/07/Vigil-Mechanism-Policv.pdf

Mr. Ravindra Vikram Mamidipudi, Independent Director and chairman of the Audit committee is the Head of the Vigil Mechanism; all the employees have direct access to report their concerns and complaints. During the year under the review, no complaint has been received.

The details of the vigil mechanism are provided in the Annexure - IX to this Report.

30. ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act 2013, a copy of Annual Return in the prescribed format i.e., Form MGT-7 is placed on the website of the Company, https://sskl. co.in/wp-content/uploads/2024/07/Annual-Return-2023-24.pdf

31. SECRETARIAL STANDARDS:

The Company has complied with the applicable clauses of the Secretarial Standards (SS-1, SS-2 and SS-3) issued by The Institute of Company Secretaries of India.

32. INSOLVENCY AND BANKRUPTCY CODE, 2016 & STATUS THEREOF

During the year under review, neither any application was made nor any proceeding stands pending under the Insolvency and Bankruptcy Code, 2016, as on 31st March, 2024.

33. DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

Not applicable (As there were no instances of one-time settlement with the Banks or financial institutions during the year under review)

34. ACKNOWLEDGEMENTS:

Your Board members take this opportunity to place on record their hearty gratitude to all its investors who reposed overwhelming faith and trust in the Company, it’s management and it’s business vision which helped it complete its IPO successfully. We also thank all the intermediaries, to name a few, the Merchant Bankers, the legal counsels, the Registrars to the Issue, Bankers, our Auditors and our Secretarial consultants, who helped us achieve the milestones in the IPO journey. We also thank the SEBI, the Stock Exchanges and the depositories for their support and cooperation. We also thank our lender Banks who stood by the Company during each and every phase of its journey. To conclude, we also place our hearty thanks to all our Business Partners, Weavers and vendors, customers and other Stakeholders and more importantly the employees of the Company, who have provided their unflinching support throughout and till date.

For and on behalf of the Board of Directors

Sd/- Sd/-

Nagakanaka Durga Prasad Chalavadi Kalyan Srinivas Annam

Place: Hyderabad Managing Director Whole Time Director

Date: August 14, 2024 DIN:01929166 DIN:02428313