Sai Silks (Kalamandir) Ltd Directors Report

Dear Shareholders,

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:

(C In Crores except EPS)

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 & COMPANYS 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 RS.142.72 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 Varamahalakshmi Silks	June 14, 2024	Salem, Swarnapuri, Tamil Nadu
2. Kanchipuram Varamahalakshmi Silks	August 22, 2024	Purasaiwakkam, Tamil Nadu
3. Kanchipuram Varamahalakshmi Silks	September 5, 2024	Madurai, Tamil Nadu
4. Kanchipuram Varamahalakshmi Silks	December 14, 2024	Tadepalligudem, Andhra Pradesh
5. Kanchipuram Varamahalakshmi Silks	December 20, 2024	Pondicherry
6. Kanchipuram Varamahalakshmi Silks	December 30, 2024	Adyar, Tamil Nadu
7. Kanchipuram Varamahalakshmi Silks	January 10, 2025	Trichy, Tamil Nadu
8. Kanchipuram Varamahalakshmi Silks	March 19, 2025	Tumakuru, Karnataka

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

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

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 RS.2 /- each. This comprised of a Fresh issue of 2,70,27,027 Equity shares of RS.2 /-

each aggregating C 600 Crores and an Offer for sale of 2,70,72,000 Equity shares of RS.2 /- 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

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 Companys website https://sskl.co.in/investor-relations/ipo updates There has been no deviation in the utilization of the IPO proceeds of the Company.

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 RS.384.69 crores out of the Issue proceeds of RS.566.23 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 RS.1. /- (i.e., 50% on the face value) per equity share of RS.2/-. 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 RS.15,33,66,112/-

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 Rs. )
1. Authorised Capital: 21,00,00,000	42,00,00,000
Equity Shares of Rs.2/- each
2. Issued, Subscribed & Paid-up capital: 15,33,66,112 Equity	30,67,32,224
Shares of Rs.2/- each
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. No. Facilities	Amount in Cr	Rating	Rating Action
1. Fund Based working capital facilities	Rs. 180 Cr	IND A/ Positive/ IND A1	Upgraded from IND A-/Stable/ IND A2+
2. Term Loan	Rs. 25.23 Cr	IND A/ Positive	Upgraded from IND A-/Stable

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:

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 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.

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 RS.2 /- each at a price of RS.22 /- (including a premium of RS.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.

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 Auditors 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 Auditors 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 Auditors 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 Companys 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 Companys 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 Companys 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 RS.2.33 Crores towards CSR Activities for the financial year March 31, 2025. However, your Companys total expenditure towards CSR aggregated RS.2.54 Crores for the year ended March 31, 2025, thus exceeding its obligation. Out of the said amount of RS.2.54 Crores your Company spent C 1.83 Crores through Kalamandir Foundation and RS.0.71 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 companys 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 managers 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 companys 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