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Sai Silks (Kalamandir) Ltd.

Directors Report

NSE: KALAMANDIREQ BSE: 543989ISIN: INE438K01021INDUSTRY: Textiles - Synthetic/Silk

BSE   Rs 185.50   Open: 170.90   Today's Range 169.30
187.45
 
NSE
Rs 185.15
+16.24 (+ 8.77 %)
+16.40 (+ 8.84 %) Prev Close: 169.10 52 Week Range 111.05
201.90
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2839.57 Cr. P/BV 2.64 Book Value (Rs.) 70.10
52 Week High/Low (Rs.) 202/113 FV/ML 2/1 P/E(X) 33.25
Bookclosure 22/08/2025 EPS (Rs.) 5.57 Div Yield (%) 0.54
Year End :2025-03 

Your Board of Directors feel delighted to present the 17th 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
31st 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 31st
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 27th 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 18th 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

 
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