Sai Silks (Kalamandir) Ltd Directors Report

Dear Shareholders,

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

1. FINANCIAL RESULTS:

(H In Crores except EPS)

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

2. REVIEW OF PERFORMANCE & COMPANYS STATE OF AFFAIRS:

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

FY 2022-23. If expressed in terms of percentile growth, the operational revenue was 1.63 % higher for the FY 2023-24 than that of previous FY 2022-23. Similarly, PAT was 3.36 % higher for the FY 2023-24 than that of previous FY 2022-23. The management of your Company is confident of achieving the business targets laid out in terms of the prospectus issued by it in connection with the IPO.

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

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

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

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

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

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

3. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

Your Board of Directors are pleased to inform that during the FY 2023-24, your company successfully completed the Initial Public offering (IPO) of its equity shares aggregating 5,40,99,027 Equity shares of H 2 /- each. This comprised of a Fresh issue of 2,70,27,027 Equity shares of H 2 /- each aggregating H 600 Cr and an Offer for sale of 2,70,72,000

Equity shares of H 2 /- each by the Promoters and Promoters Group members aggregating H 601 Cr. The Equity shares of the Company have been listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) effective September 27, 2023. Objects of the Offer / allocation of net proceeds of the fresh issue (as per Prospectus):

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

UTILISATION OF IPO PROCEEDS

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

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

Amount in Cr

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

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

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

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

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

5. DIVIDEND:

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

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

6. TRANSFER TO RESERVES:

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

7. NATURE OF BUSINESS

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

8. SHARE CAPITAL:

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

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

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

9. CREDIT RATING

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the policy devised by the Nomination and Remuneration Committee of the Company. The remuneration policy is available at company website https://sskl.co.in/wp-content/ uploads/2022/07/Remuneration-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 Durgarao 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. Venkata Lakshmi Narasimha Sarma Konduri	Chief Financial Officer
9 Mr. Matte Koti Bhaskara Teja	Company Secretary

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

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

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

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

RETIREMENT BY ROTATION

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received respective declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their existing status as independent directors of your Company. In compliance with Schedule IV to the Companies Act, 2013 the Independent Directors held their meeting on 26.03.2024 without the presence of non-independent directors and members of the management, inter alia, to discuss the following:

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

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

Review of the performance of the Chairman of the Company;

Assessment of the quality, quantity and timeliness of flow of information to the Board; All the Independent Directors were present at the aforesaid meeting.

BOARD AND COMMITTEESS MEETINGS

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

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Executive Management & IPO Committee

g. Internal Compliance committee / POSH Committee

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

BOARD EVALUATION

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

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

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

FAMILIARISATION PROGRAMME

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

11. HUMAN RESOURCES

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

12. ESOP

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

Trust under the name and style "SSKL Employees Trust" has also been formed in this regard. The Company, under the said Scheme may grant an aggregate number of up to 6,016,145 employee stock options, in one or more tranches. The purpose of the ESOP Scheme is, among other things, to:

(a) motivate the employees to contribute to the growth and profitability of our Company;

(b) achieve sustainable growth and to create value to the Shareholders by aligning the interests of the employees with the long-term interests of our Company; and

(c) incentivize the senior and critical talents in line with corporate growth and creation of Shareholders value. Pursuant to the said Scheme, your Company, during the FY 2022-23 had issued and allotted 60,16,145 equity shares of face value H 2 /- each at a price of H 22 /- (including a premium of H 20 /-) to SSKL Employees Trust. No options have been granted pursuant to the ESOP Scheme till date.

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

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

13. SUBSIDIARY COMPANIES, ASSOCIATE & JOINT VENTURES

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

14. RELATED PARTY TRANSACTIONS

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

During the FY 2024, all the contracts /arrangements/ transactions carried out by the Company with its related parties were in the ordinary course of business and on arms length basis and were in compliance with the provisions of the Companies Act. The details of related party transactions, which were carried out pursuant to contracts entered into during previous year(s) are provided at Note No.45 which form part of the notes to financial statements. As per clause (h) of Section 134 (3) of the Companies Act, 2013, the particulars of related party transactions are disclosed in Form No.

AOC – 2 which is appended as Annexure - I to this Report. Further your company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions and has been approved by its Board. It can be accessed at https://sskl.co.in/wp-content/uploads/2022/07/ Policy-On-Related-Party-Transactions.pdf

15. PUBLIC DEPOSITS

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

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

16. LOANS, GUARANTEES AND INVESTMENTS:

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

17. ACCOUNTING TREATMENT

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

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

18. AUDITORS: a) STATUTORY AUDITORS

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

The independent Auditors report to the members of the Company in respect of financial statements for the financial year ended 31st March, 2024 forms part of this annual report. The said 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, the Company has appointed M/s SARC & Associates (Regd. No.006085N), Chartered Accountants, Visakapatnam to the office of Internal Auditor of the Company for the FY 2023-24.

c) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations 2015, M/s P. S Rao & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit for the FY ended 31st March, 2024. Copy of Secretarial Audit Report is attached herewith as Annexure-II

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

d) COST RECORDS:

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

Instances of fraud, if any reported by the Auditors

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

17. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) it has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) it has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

18. RISK MANAGEMENT POLICY:

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

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

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

iii) avoiding exposure to significant financial loss;

iv) contributing to the achievement of the 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.

19. INTERNAL FINANCIAL CONTROLS:

The Company has laid down internal financial controls through entity level controls, inter-alia to ensure orderly and efficient conduct of business, including adherence to 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. Based on the review of the reported evaluations, your Board of Directors confirm that, for the preparation of financial accounts for the year ended March 31, 2024 the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively and that no material weakness were noticed.

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

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

21. CORPORATE SOCIAL RESPONSIBILITY:

Your Board of Directors and the CSR committee feel proud to mention that the CSR tenets are an integral part of our organization. Your Company has been undertaking CSR activities as a wholehearted endeavor, which is driven by the urge to do our bit to the society we live in. As far as FY 2023-24 is concerned your company has undertaken the activities in the areas of Child education, Scholarships, food to the poor people and welfare of challenged people and health care either on its own or in association with

KALAMANDIR FOUNDATION.

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

The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - IV to this report. The CSR Policy is posted on the website of the Company and the web link is https://sskl.co.in/wp-content/uploads/2022/07/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. Simultaneously, KALAMANDIR FOUNDATION, the CSR arm of your Company is also actively involved in furthering the cause of CSR for your Company. Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company was required to spend an amount of H 1.51 Cr towards CSR Activities for the financial year 31st March,

2024. However, your Companys total expenditure towards

CSR aggregated H 1.59 Cr for the year ended 31st March, 2024, thus exceeding its obligation. Out of the said amount of H 1.59 Cr your Company spent H 1.08 Cr through Kalamandir Foundation and H 0.51 Cr was spent by the Company on its own after company on its own add & implementing agencies

22. PREVENTION OF INSIDER TRADING

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

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

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

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

24. REMUNERATION OF EMPLOYEES

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

26. CORPORATE GOVERNANCE:

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

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

27. BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT

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

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

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

The composition of said committee may be referred at Report on Corporate Governance attached herewith. We further confirm that during the year under review, there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has in place a Vigil mechanism / whistle blower policy in terms of section 177(9) of the Companies Act, 2013 which enables employees, officers and stakeholders to freely convey their concerns about illegal or unethical practices. No person has been denied access to the chairman of the Audit Committee to lodge his / her grievances. The Vigil mechanism / whistle blower policy is available on the companys website https://sskl.co.in/wp-content/uploads/2022/07/Vigil-Mechanism-Policy.pdf Mr. Ravindra Vikram Mamidipudi, Independent Director and chairman of the Audit committee is the Head of the Vigil Mechanism; all the employees have direct access to report their concerns and complaints. During the year under the review, no complaint has been received. The details of the vigil mechanism are provided in the Annexure - IX to this Report.

30. ANNUAL RETURN:

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

31. SECRETARIAL STANDARDS:

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

32. INSOLVENCY AND BANKRUPTCY CODE, 2016 & STATUS THEREOF

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

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

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

34. ACKNOWLEDGEMENTS:

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

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Nagakanaka Durga Prasad Chalavadi	Kalyan Srinivas Annam
Place: Hyderabad	Managing Director	Whole Time Director
Date: August 14, 2024	DIN:01929166	DIN:02428313