Your Board of Directors feel delighted to present the 17th Annual Report of your Company together with the AuditedAccounts for the FY ended March 31, 2025.
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
We have experienced that the IPO conductedby the Company during the FY 2023-24 was adefining event in its corporate history. While the IPOenhanced the visibility of the Company in the capitalmarkets and investors fraternity, it also enhancedthe confidence of bankers, customers, vendorsand other stakeholders in its credibility and long¬term sustainability. It also helped your Companyrelax its debt pressure in terms of interests cost andrepayment of loans. During the year under review, thefunds received by way of Issue proceeds continuedto be deployed into the business operations of theCompany in line with the schedules drawn for thefunds utilisation. In terms of business performance,i.e., whether operational revenue or profitability, yourCompany reported marginal growth for the FY 2024¬25 when compared to that of FY 2023-24. Theoperational revenue stood at C 1462.01 Crores andthe Profit before Taxation (PBT) at C142.72 Crores.Thus, registering a growth of approximately 6% onboth the parameters. However, on account of highertax expenses, as explained elsewhere in this Report,the PAT registered a decline for the FY under reviewwhen compared to that of previous FY 2023-24. Itstood at C 85.39 Crores for the FY 2024-25 whencompared to C 100.87 Crores for the FY 2023-24.
Laced with an industry experience of almost2 decades, your management is confident ofaddressing the temporary disturbances andachieving the business targets laid out in terms
of the prospectus issued by it in connection withthe IPO.
During the FY 2024-25, your Company has openedthe following new stores:
Sl.
No.
Format Date of Opening
Store Location
1.
Kanchipuram June 14, 2024
Varamahalakshmi
Silks
Salem,
Swarnapuri, TamilNadu
2.
Kanchipuram August 22, 2024
Purasaiwakkam,Tamil Nadu
3.
Kanchipuram September 5,Varamahalakshmi 2024Silks
Madurai, TamilNadu
4.
Kanchipuram December 14,Varamahalakshmi 2024Silks
Tadepalligudem,Andhra Pradesh
5.
Kanchipuram December 20,Varamahalakshmi 2024Silks
Pondicherry
6.
Kanchipuram December 30,Varamahalakshmi 2024Silks
Adyar, TamilNadu
7.
Kanchipuram January 10,Varamahalakshmi 2025Silks
Trichy, TamilNadu
8.
Kanchipuram March 19, 2025
Tumakuru,
Karnataka
Further, subsequent to the close of Financial Year,your Company has added another store, (i.e., atDavanagere, Karnataka) under the KanchipuramVaramahalakshmi Silks format, thus raising its tallyto a total of 69 stores as on date of this Report.
All the new stores have recorded excellentperformance, in terms of customers' response, salesturnover and profitability.
3. INITIAL PUBLIC OFFER (IPO) OFEQUITY SHARES
As a matter of information and as stated elsewherein this report, during the FY 2023-24, your companysuccessfully completed the Initial Public offering(IPO) of its equity shares aggregating 5,40,99,027Equity shares of C2 /- each. This comprised of aFresh 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 fundsas per the below mentioned table:
Amount in Cr
No
Particulars
Amount to beutilized (as perprospectus)
Amount utilizedas on
March 31, 2024
Aggregateamount utilizedas on
March 31, 2025
Un utilizedAmount as onMarch 31,2025
1
Capital expenditure towards setting-up of 30new stores
125.08
27.56
63.96
61.12
2
Capital expenditure towards setting-up of twowarehouses
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, ofcertain borrowings availed by our Company
50.00
47.12
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 accordancewith Regulation 41 of SEBI (ICDR) Regulations, 2018 in order to monitor the utilization of IPO proceeds. YourCompany has obtained quarterly monitoring reports from the Monitoring agency and has filed the same withboth the Stock exchanges where the equity shares of the Company are listed. The monitoring agency reportsare 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 MANAGERIALPERSONNEL:
The appointment and remuneration of Directors aregoverned by the policy devised by the Nominationand Remuneration Committee of the Company. Theremuneration policy is available at company websitehttps://sskl.co.in/wp-content/uploads/2022/07/Remuneration-Policy.pdf
The following are the Directors / Key ManagerialPersonnel (KMP) of the Company:
Thus, as on March 31, 2025, the total stores tallystands (under various formats) as hereunder:
Kanchipuram
KLM
Fashion
Kalamandir
Mandir
Mall
34
19
11
68
each aggregating C 600 Crores and an Offer forsale of 2,70,72,000 Equity shares of C2 /- eachby the Promoters and Promoters Group membersaggregating C 601 Crores. The Equity shares of theCompany remains listed on National Stock Exchangeof India Limited (NSE) and BSE Limited (BSE).
Objects of the Offer/ allocation of net proceeds ofthe fresh issue in IPO (as per Prospectus):
Capital expenditure towardssetting-up of 30 new stores
Capital expenditure towardssetting-up of two warehouses
Repayment or pre-payment, infull or part, of certain borrowingsavailed by our Company
6
Offer related expenses in relationto Fresh Issue
33.77
TOTAL
600.00
As depicted in the table above, your Company, as on31st March, 2025, has spent an aggregate amount ofC384.69 crores out of the Issue proceeds of C566.23crores (net of offer related expenses). Further, out ofthe unutilized amount of C 181.54 crores (as on 31stMarch, 2025) an amount of C 7.45 crores has beenutilized till June 30, 2025
Further, subsequent to the close of Financial Yearunder review, an amount of C 20.91 Crores was paidout of the total demand of C 27.07 Crores towards theliability determined by the Income Tax Departmentpursuant to and consequent upon the Search andseizure of operations conducted in the month ofMay 2023.
Save and except as discussed in this report, therehave been no material changes affecting thefinancial position of the Company between the endof the financial year and date of this report.
Your company has formulated a Dividend DistributionPolicy, with an objective to provide the dividenddistribution framework to the stakeholders of thecompany. The Policy sets out various financial,internal and external factors, which shall beconsidered by the Board in determining the dividendpay-out. The policy is available on the website ofthe company i.e., https://sskl.co.in/wp-content/uploads/2022/07/Dividend-Distribution-Policy-SSKL.pdf
Your Board of Directors, after considering the factorssuch as profitability for the year under review andreturn on capital, has recommended a final dividendof C1. /- (i.e., 50% on the face value) per equity shareof C2/-. This dividend is subject to the approval of theshareholders at the ensuing Annual General Meetingand if declared, this will result in a cash Outflow ofC15,33,66,112/-
We do not propose any amount to be transferred tothe Reserves for the current Financial Year.
Primarily, there has been no change in the nature ofbusiness of your Company during the under reviewand the company continues to carry on its existingbusiness operations.
The Share Capital of the Company as on March 31,2025, and also as on date of this Report, standsas follows:
(Amt. in C)
Authorised Capital: 21,00,00,000Equity Shares of C2/- each
42,00,00,000
Issued, Subscribed & Paid-upcapital: 15,33,66,1 12 EquityShares of C2/- each
30,67,32,224
Total Equity Capital (including60,16,145 equity shares held bySSKL Employees Trust)
The details of Credit rating, for the FY 2024-25obtained from India Ratings is as follows:
Sl. FacilitiesNo.
Amountin 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 fromIND A-/Stable
Name
Designation
Mr. Ravindra VikramMamidipudi
Chairman &Independent Director
Mr. Nagakanaka DurgaPrasad Chalavadi
Managing Director
Mr. Kalyan Srinivas Annam
Whole Time Director
Mr. Doodeswara kanakaDurga Rao Chalavadi
Mr. Pramod Kasat
Independent Director
Mr. Venkata RamakrishnaKunisetty
7
Ms. Sirisha Chintapalli
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 mentionedabove, the following employees form part of theSenior management of our Company:
Mr. Mohana DurgaraoChalavadi
Senior Vice President
Mr. Venkata Rajesh Annam
Mr. Bharadwaj BalajiRachamadugu
Mr. Chakradhar
Head of Sourcing &
The Constitution of the Board of the Company is inaccordance with section 149(6) of the CompaniesAct, 2013 and Regulation 17 of the SEBI (Listingobligation and Disclosure Requirements) (LODR)Regulations 2015.
Pursuant to the provisions of Section 152 of theCompanies Act, 2013, Mr. Doodeswara KanakaDurga Rao Chalavadi, (DIN 02689280), Whole TimeDirector of the Company, retired by rotation in theprevious AGM held on 27th September, 2024 andwas reappointed thereat.
There was no other appointment / reappointment inthe office of Director / KMPs of the Company duringthe 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 rotationand being eligible for reappointment at the ensuingAnnual General Meeting (AGM) of the Company,has offered himself for reappointment. His detailsas required under Secretarial Standards and SEBI(LODR) Regulations, 2015 are provided in theaccompanying notice convening the ensuing AGMof the Company.
Your Company has received respective declarationsfrom all its Independent Directors confirmingthat they meet the criteria of independence asprescribed under sub-section (6) of Section 149 ofthe Companies Act, 2013 along with Rules framedthereunder and Regulation 16(1)(b) of the ListingRegulations. There has been no change in thecircumstances affecting their existing status asindependent directors of your Company.
In compliance with Schedule IV to the CompaniesAct, 2013 the Independent Directors held theirmeeting on March 26, 2025 without the presence
of non-independent directors and members of themanagement, inter alia, to discuss the following:
• Noting the report of performance evaluation ofthe Board from the Chairman of the Board;
• Review of the performance of non-independentdirectors and the Board;
• Review of the performance of the Chairman ofthe Company;
• Assessment of the quality, quantity andtimeliness of flow of information to the Board;
All the Independent Directors were present at theaforesaid meeting.
The Board of Directors met Four (4) Times duringthe financial year 2024-25. The details of the Boardand Committee meetings and the attendanceof the Directors are mentioned in the CorporateGovernance report at Annexure-VII.
The Board of Directors of the Company have formedvarious committees, as per the provisions of theCompanies Act and SEBI (LODR) Regulations. Theterms of reference and the constitution of thesecommittees are in compliance with the applicablelaws. In order to ensure focused attention on businessand for better governance and accountability, theBoard 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 ofreference, number of meetings held by the aforesaidcommittees are given in the "Corporate Governancereport" of the Company which is presented in aseparate section and forms part of the Annual reportof the Company.
Pursuant to the provisions of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 theboard has carried out the evaluation of its ownperformance and that of its committees and the
individual directors. The performance evaluation ofNon independent Directors, the Board as a wholeand chairperson is carried out by the IndependentDirectors in their separate meeting.
The evaluation process consisted of structuredquestionnaires covering various aspects of thefunctioning of the Board and its committees,such as composition, experiences competencies,performance of specific duties, obligations andgovernance issues etc. The board also carried outthe evaluation of the performance of the individualdirectors based on criteria such as contribution ofthe directors at the meetings, strategic perspectiveor inputs regarding the growth and performance ofthe Company etc.
Further, performance evaluation criteria for theindependent directors is disclosed in the corporategovernance report forming part of the Annual Report.
In terms of SEBI Regulations, the Company hasdesigned a Familiarisation Programme for theIndependent Directors, with a view to familiarisethem with their role, rights and responsibilitiesin the Company, nature of Industry in which theCompany operates, business model of the Companyetc. Through the Familiarisation Programme, theCompany apprises the independent directors ofthe developments, if any, in the business model,corporate strategy, business plans, finance, humanresources, technology, quality, facilities, riskmanagement strategy, governance policies andoperations of the Company.
We believe that our employees are our key strength,and their development and wellbeing is crucial tosustain organization success. We take up severalinitiatives to develop employees holistically to ensurethat the Company has competent employees in all thefunctions of business. We are implementing robustHR practices and processes to enhance employeeexperience to delivery exemplary results. Someof these initiatives include Learning managementprocess, Leadership development, competencydevelopment, rewards and recognition etc.
As you are aware, your Company, during theFY 2022-23 had instituted an ESOP Scheme forthe enduring benefits of its employees, under thename and style "Sai Silks (Kalamandir) Limited
Share based Employee Benefit Scheme 2022". ATrust under the name and style "SSKL EmployeesTrust" has also been formed in this regard. TheCompany, under the said Scheme is authorisedto grant an aggregate number of upto 6,016,145employee stock options, in one or more tranches.The purpose of the ESOP Scheme is, among otherthings, to: (a) motivate the employees to contributeto the growth and profitability of our Company; (b)achieve sustainable growth and to create valueto the Shareholders by aligning the interests ofthe employees with the long-term interests of ourCompany; and (c) incentivize the senior and criticaltalents in line with corporate growth and creation ofShareholders' value. Pursuant to the said Scheme,your Company, during the FY 2022-23 had issuedand allotted 60,16,145 equity shares of face valueC2 /- each at a price of C22 /- (including a premiumof C20 /-) to SSKL Employees Trust. No options havebeen granted pursuant to the ESOP Scheme till date.
It is confirmed that the Scheme is in compliancewith the SEBI (Share Base Employee Benefits andSweat Equity) Regulations, 2021 and during theyear under review no material changes were madeto the Scheme.
Certificate has been obtained from M/s. P.S. Rao &Associates, Company Secretaries, confirming thatthe scheme has been implemented in accordancewith the SEBI Regulations and it will be placedat the forthcoming Annual General Meeting ofyour Company for inspection by the members.Hence, the Disclosure under Regulation 34(3)read with Schedule V of the Listing Regulations isnot applicable.
Your Company does not have any Subsidiary or Jointventure or Associate Company as on the closure ofthe financial year and even as on the date of thisreport. Further no Company has become or ceasedto be the Subsidiary or Joint venture or Associate ofyour Company during the financial year.
The contracts /arrangements/ transactions enteredinto by the Company during the FY 2024-25 were inthe ordinary course of business and at arms lengthsbasis and were in compliance with the provisions ofthe Companies Act and SEBI Listing Regulations.
The details of such related party transactions areprovided at Note No.45 which form part of the notesto financial statements.
As per clause (h) of Section 134 (3) of theCompanies Act, 2013, the particulars of relatedparty transactions are disclosed in Form No. AOC -2 which is appended as Annexure - I to this Report.
Further your company has formulated a policy onmateriality of Related Party Transactions and ondealing with Related Party Transactions and hasbeen approved by its Board. It can be accessedat https://sskl.co.in/wp-content/uploads/2025/01/Policy-on-Related-Party-Transactions.pdf.
Your Company has neither accepted nor repaidany deposits during the financial year ended onMarch 31, 2025. Further, there were no outstandingdeposits as at the beginning of the FY or at any timeduring the financial year 2024-25. Hence, no detailsare required to be provided pursuant to Rule 8 (5) (v)& (vi) of the Companies (Accounts) Rules, 2014.
Further, your Company has not borrowed anyamounts from its Directors during the FY endedMarch 31, 2025 and there were no amountsoutstanding as on March 31, 2025.
During the year under review, your Company has notmade any loans, investment or given any guaranteeor provided any security as contemplated underSection 186 of the Companies Act, 2013.
The Accounting Treatment is in line with theapplicable Indian Accounting standards (IND-AS) recommended by the Institute of CharteredAccountants of India (ICAI) and prescribed by theCentral Government.
As regards the Search and seizure of operations inthe premises conducted in the month of May 2023by the Income Tax department under section 132 ofIncome Tax Act,1961, we would like to inform thatthe liability on the company upon the said searchproceedings have been concluded upon paymentof final tranche of demand liability in the month ofApril, 2025. More details in this regard are providedat Note No 37 under the head Notes to FinancialInformation forming part of Financial Statements.
In accordance with the provisions of section 139of the Companies Act 2013 and the rules madethereunder, M/s. Sagar & Associates (Regd No. FRN003510S), Chartered Accountants, Hyderabad, thestatutory auditors of your Company shall continueto hold their office till the conclusion of 18th AnnualGeneral meeting of the company at a remunerationfixed by the Board of Directors of your Company inconsultation with Auditors as recommended by theAudit Committee.
The independent Auditor's report to the members ofthe Company in respect of financial statements forthe financial year ended March 31, 2025 forms partof this annual report. The said Auditor's Report doesnot contain any qualifications, reservations, adverseremarks or disclaimers.
Further the matter pertaining to search and seizureof operations as mentioned and Confirmation/reconciliation of Trade payables & Trade Receivablesunder "Emphasis of matter" in the Auditor'sReport is self-explanatory and do not call for anyfurther comments.
Pursuant to the provisions of Section 138 of theCompanies Act, 2013 and the Rules made thereunder,M/s SARC & Associates (Regd. No.006085N),Chartered Accountants, Visakhapatnam held theoffice of Internal Auditors of the Company for theFY 2024-25 and has been reappointed to the saidoffice for the FY 2025-26.
Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and Regulation 24A of SEBI(LODR) Regulations 2015, M/s P. S Rao & Associates,Company Secretaries were appointed as SecretarialAuditors to conduct Secretarial Audit for the FYended March 31, 2025. Copy of Secretarial AuditReport is attached herewith as Annexure-II.
As regards the observations made by the SecretarialAuditors, we would like to state as hereunder:
i. Owing to delay in receipt of requisite documents,the particulars of creation of charge, asreported, could not be filed with the Registrar ofCompanies (MCA). Further, upon completion ofprocedural formalities and receipt of requisite
documents, the particulars of satisfaction ofcharges shall be filed with the Registrar ofCompanies (MCA). We assure that there wasno malafide intention as such and further weassure of timely filings and compliances.
ii. It is hereby confirmed that the wordmark,"Kalamandir" is presently owned by theCompany and hence entitled to use the same,without any objection or hindrance from anyparty. However, owing to procedural delays, theregistration formalities are yet to be completedin this regard.
Further, it is proposed to appoint M/s. P.S. Rao &Associates, Company Secretaries as SecretarialAuditors 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 Auditfor each of the said years and to issue i) SecretarialAudit Report and ii) Secretarial Compliance Reportfor the corresponding periods. Resolution forms partof Notice attached hereto.
It is hereby confirmed that the maintenance ofcost records has not been specified by the CentralGovernment under section 148(1) of the CompaniesAct, 2013 and hence accounts and records relatedthereto 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 instanceof fraud, misappropriation which required theAuditors to report to the Audit Committee and/orBoard under Section 143(12) of the Companies Act,2013 and the rules made thereunder.
Pursuant to the provisions of Section 134 (3) (c) andSection 134 (5) of the Companies Act, 2013, theBoard of Directors, to the best of its knowledge andability, confirms that:
(a) in the preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relatingto material departures;
(b) it has selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentso as to give a true and fair view of the stateof affairs of the company at the end of the
financial year and of the profit and loss of thecompany for that period;
(c) it has taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of this Actfor safeguarding the assets of the companyand for preventing and detecting fraud andother irregularities;
(d) it has prepared the annual accounts on a goingconcern basis;
(e) it has laid down internal financial controls tobe followed by the company and such internalfinancial controls are adequate and wereoperating effectively;
(f) it has devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
The Company has in place a Risk ManagementPolicy, aimed at
i) embedding the risk management as an integralpart of our business processes;
ii) establishing an effective system of risk
identification, analysis, evaluation andtreatment within all areas and at all functionallevels of the Company;
iii) avoiding / minimizing exposure to significantfinancial loss;
iv) contributing to the achievement of the
Company's objectives; and
v) to assess the benefits and costs ofimplementation of available options andcontrols to manage the risk.
Further the Risk management policy is availableon the company website at https://sskl.co.in/wp-content/uploads/2022/07/Risk-Management-Policy.pdf.
Your Company has laid down internal financialcontrols through entity level controls, inter-alia toensure orderly and efficient conduct of business,including adherence to Company's policiesand procedures, accuracy and completenessof accounting records and timely preparationand reporting of reliable financial statements/
information, safe guarding of assets, prevention anddetection of frauds and errors.
The evaluation of these internal financial controlshas been done through the internal audit processestablished within the Company and the need basedsupport of Internal Auditors. Based on the review ofthe reported evaluations, your Board confirms that,for the preparation of financial accounts for the yearended March 31, 2025 the applicable AccountingStandards have been followed and the internalfinancial controls are generally found to be adequateand were operating effectively and that no materialweakness were noticed.
21. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO:
The details regarding Energy Conservation,Technology Absorption, Foreign Exchange Earningsand Outgo as required under Section 134 (3) (m) ofthe 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 committeefeel proud to mention that the CSR tenets are anintegral part of our organization. Your Company hasbeen undertaking CSR activities as a wholeheartedendeavor, which is driven by the urge to do our bit tothe society we live in.
As far as FY 2024-25 is concerned your companyhas undertaken the activities in the areas of Childeducation, Health, Scholarships, food to the poorpeople and welfare of challenged people on itsown and in association with other entities which areeligible to carry out the CSR activities.
The Board has adopted a CSR policy, pursuant tothe recommendation of the CSR committee, witha vision to actively contribute to the social andeconomic development of the communities in whichyour company operates and in doing so, build abetter, sustainable way of life for the economicallyweaker sections of the society.
The Annual Report on CSR activities as per theCompanies (Corporate Social Responsibility Policy)Rules, 2014 is annexed herewith as Annexure - IV tothis 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 inplace and is actively involved in identifying areas asper the contemporary needs of the society. Whileidentifying such areas, it ensures that the sameare commensurate with the Company's Policy ingeneral. Further, the Committee also supervises theprogress of CSR activities of the Company.
The composition of the CSR Committee has beendisclosed in "Corporate Governance report" of theCompany which is presented in a separate sectionand forms part of the Annual report of the Company.
Pursuant to the provisions of Section 135 of theCompanies Act, 2013, your Company was requiredto spend an amount of C2.33 Crores towards CSRActivities for the financial year March 31, 2025.However, your Company's total expenditure towardsCSR aggregated C2.54 Crores for the year endedMarch 31, 2025, thus exceeding its obligation. Outof the said amount of C2.54 Crores your Companyspent C 1.83 Crores through Kalamandir Foundationand C0.71 Crores was spent by the Company on itsown & implementing agencies.
23.PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct toregulate, monitor and report trading by insidersincluding specified persons and Designatedpersons, in accordance with the requirements of theSecurities and Exchange Board of India (Prohibitionof Insider) Regulations, 2015 as amended from timeto time.
Mr. M.K.Bhaskara Teja, Company Secretary is theCompliance officer for monitoring adherence tothe said Regulations and the Code. The said codeis disclosed on company's website at https://sskl.co.in/wp-content/uploads/2022/07/Code-of-Insider-Trading.pdf
24.SIGNIFICANT OR MATERIAL ORDERSPASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS
There are no orders passed by the Regulators / Courts/ Tribunals that would impact the going concernstatus of your Company and its future operations.
25.REMUNERATION OF EMPLOYEES
Disclosures concerning the remuneration ofDirectors, KMPs and employees as per section 197
(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration ofManagerial personnel) Rules, 2014 forms part of thereport as Annexure-V.
26. MANAGEMENT DISCUSSION ANDANALYSIS
The Management Discussion and Analysis Reportfor the year under review, as stipulated underRegulation 34 of SEBI (LODR) Regulations, 2015 ispresented as a separate section forming part of theAnnual Report of the Company as Annexure-VI.
27. CORPORATE GOVERNANCE:
Report on Corporate Governance and Certificatethereon by M/s P. S Rao & Associates, CompanySecretaries regarding compliance of the conditionsof corporate governance as stipulated in part C ofschedule V of the SEBI (LODR) Regulations, 2015 areprovided in a separate section and forms part of theAnnual Report of the Company. Report on CorporateGovernance is annexed as Annexure-VII.
A certificate from the Managing Director and theCFO of the Company in terms of Listing Regulations,inter alia, confirming the correctness of the financialstatement including cash flow statement, etc., formspart of the Annual Report.
28. BUSINESS RESPONSIBILITY ANDSUBSTAINABILITY REPORT
A Business Responsibility and SustainabilityReport as per Regulation 34 (2) (f) of SEBI (LODR)Regulations, 2015 detailing the various initiativestaken by the Company on the environmental, Socialand governance front forms part of this report and isenclosed as Annexure-VIII.
29. POLICY ON PREVENTION,PROHIBITION AND REDRESSAL OFSEXUAL HARASSMENT AT WORKPLACE:
Your Company strongly supports the rights ofall its employees to work in a harassment - freeenvironment. The Company has adopted a Policyon Prevention, Prohibition and Redressal of SexualHarassment at workplace as per the provisions ofthe Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013and the Rules made thereunder. The policy aims toprovide protection to Employees at the workplaceand prevent and redress complaints of sexual
harassment and for matters connected or incidentalthereto, with the objective of providing a safeworking environment, where Employees feel secure.The Company has also constituted an InternalComplaints Committee, known as Anti SexualHarassment Committee to address the concerns andcomplaints of sexual harassment and to recommendappropriate action.
The composition of said committee may be referredin the section titled as "Report on CorporateGovernance" attached herewith.
We further confirm that during the year under review,one complaint was filed pursuant to the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. The POSHCommittee conducted a thorough investigation,including a detailed discussion with the victimand gathered evidence from eyewitnesses. Asan exemplary message to all our employeesand establishing commitment to maintaininga harassment-free workplace, the Committeeterminated the manager's employment and closedthe complaint.
Your Company complies with the provisions of theMaternity Benefit Act, 1961, extending all statutorybenefits to eligible women employees, includingpaid maternity leave, continuity of salary and serviceduring the leave period, and post-maternity supportsuch as nursing breaks and flexible return-to-workoptions, as applicable. Your company remainscommitted to fostering an inclusive and supportivework environment that upholds the rights andwelfare of its women employees in accordance withapplicable laws.
30.VIGIL MECHANISM / WHISTLEBLOWER POLICY:
The company has in place a Vigil mechanism /whistle blower policy in terms of section 177(9) ofthe Companies Act, 2013 which enables employees,officers and stakeholders to freely convey theirconcerns about illegal or unethical practices. Noperson has been denied access to the chairman ofthe Audit Committee to lodge his/her grievances. TheVigil mechanism / whistle blower policy is availableon the company's website https://sskl.co.in/wp-content/uploads/2025/07/Annual-Return-2024-25.pdf
Mr. Ravindra Vikram Mamidipudi, IndependentDirector and chairman of the Audit committee isthe Head of the Vigil Mechanism; all the employeeshave direct access to report their concerns andcomplaints. During the year under the review, nocomplaint has been received.
The details of the vigil mechanism are provided inthe Annexure - IX to this Report.
31. ANNUAL RETURN:
In accordance with section 134(3)(a) of theCompanies Act 2013, a copy of Annual Return inthe prescribed format i.e., Form MGT-7 is placed onthe 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 applicableclauses of the Secretarial Standards (SS-1 SS-2and SS-3) issued by The Institute of CompanySecretaries of India.
33.INSOLVENCY AND BANKRUPTCYCODE, 2016 & STATUS THEREOF
During the year under review, neither any applicationwas made nor any proceeding stands pending underthe Insolvency and Bankruptcy Code, 2016, as onMarch 31, 2025.
34. DETAILS OF DIFFERENCE BETWEENTHE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENTAND VALUATION DONE WHILETAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONGWITH REASONS THEREOF
Not applicable (As there were no instances ofone-time settlement with the Banks or financialinstitutions during the year under review)
35. ACKNOWLEDGEMENTS:
We place our hearty thanks to all our BusinessPartners, Weavers and vendors, customers andother Stakeholders and more importantly theemployees of the Company, who have provided theirunflinching support throughout and till date. We alsoextend our thanks to all our bankers and investorswho has reposed their trust in our Company andits management.
For and on behalf of the Board of Directors
Sd/-
Ravindra Vikram Mamidipudi
Chairman
DIN:00008241
Place: HyderabadDate: July 25, 2025