Your Board of Directors feel delighted to present the 18th Annual Report of your Company together with the Audited Accounts for the FY ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS:
|
PARTICULARS
|
(C In Crores except EPS) FY2025-26 FY2024-25
|
|
Revenue from Operations
EBIDTA
Finance Cost
Depreciation and Amortization expense Profit before Taxation (PBT)
Tax Expenses Deferred Tax
Profit after Taxation (PAT)
Earnings Per Equity Share (in C)
Paid up Equity Capital
|
1653.67
|
1462.01
|
|
260.59
|
211.64
|
|
30.90
|
40.28
|
|
59.00
|
52.71
|
|
189.55
|
142.72
|
|
48.63
|
57.33
|
|
2.13
|
1.42
|
|
140.92
|
85.39
|
|
9.56
|
5.80
|
|
30.67
|
30.67
|
|
Paid up capital of C30.67 Cr includes C 1.20 cr worth shares held by SSKL Employees Trust and are treated as Treasury stock in the Balance Sheet of the Company.
|
2. REVIEW OF PERFORMANCE & COMPANY'S STATE OF AFFAIRS:
We feel proud and elated to reiterate that the IPO conducted by the Company during the FY 2023-24, has proved as a catalyst in positioning the Company in a different league altogether. Undoubtedly, the Company has gained visibility in the capital markets and investors fraternity, earned confidence of bankers, and has secured better commercial terms with vendors, thus ensuring long term credibility and sustainability vis a vis the stakeholders in general. The Company is almost debt-free and the interest costs are at historical low. During the year under review, the funds received by way of Issue proceeds continued to be deployed towards long term business development of the Company.
Further, if we evaluate the business performance of the Company for the FY 2025-26 when compared to earlier years, we would rate it as one of the best years in the history of the Company. The operational revenue as well as profitability were at a historical peak. The major cost heads, such as cost of purchases, finance costs and employees costs, were kept under tight vigil. Your Company reported a turnover growth of more than 13% for the FY 202526 when compared to that of FY 2024-25. In terms of profitability (PBT), the growth stood at 32.81%. The operational revenue stood at C 1653.67 Crores and the Profit before Taxation (PBT) at C189.55 Crores.
We expect the trend to continue in the ensuing years and reward our stakeholders in a better manner.
During the FY 2025-26, your Company has opened the following new stores:
|
6
</) z
|
Format
|
Date of Opening
|
Store Location
|
|
1.
|
Kanchipuram
Varamahalakshmi
Silks
|
June 13, 2025
|
Davanagere,
Karnataka
|
|
2.
|
Kanchipuram
Varamahalakshmi
Silks
|
August 07, 2025 Tirupati, Andhra Pradesh
|
|
3.
|
Valli Silks
|
August 09, 2025
|
Nizampet,
Hyderabad,
Telangana
|
|
4.
|
Valli Silks
|
September 22, 2025
|
Attapur,
Hyderabad,
Telangana
|
|
5.
|
Valli Silks
|
September 24, 2025
|
Tirupati, Andhra Pradesh
|
|
6.
|
Valli Silks
|
September 29, 2025
|
Vijayawada, Andhra Pradesh
|
|
7
|
Kanchipuram December 07, Varamahalakshmi 2025 Silks
|
Mysore,
Karnataka
|
|
8.
|
Valli Silks
|
December 11, 2025
|
Nellore, Andhra Pradesh
|
|
9.
|
Valli Silks
|
December 13, 2025
|
Kothapet,
Telangana
|
|
10.
|
Valli Silks
|
December 17, 2025
|
Vijayanagaram, Andhra Pradesh
|
|
11.
|
Valli Silks
|
December 19, 2025
|
Kakinada, Andhra Pradesh
|
|
Sl
No Format Date of Opening
|
Store Location
|
|
12. Kanchipuram January 12, Varamahalakshmi 2026 Silks
|
Hosur existing store extension
|
|
13. Kalamandir March 09, 2026
|
Kanakapura,
Karnataka
|
|
14. Kanchipuram March 14, 2026 Varamahalakshmi Silks
|
Kakinada, Andhra Pradesh
|
Thus, as on March 31, 2026, the total stores tally stands (under various formats) as hereunder:
|
Kanchipuram KLM Varamahalakshmi Fashion Silks Mall
|
Kalamandir
|
Mandir
|
Valli
Silks
|
Total
|
|
CO
CO
CD
|
10
|
3
|
11
|
81
|
Further, subsequent to the close of Financial Year, your Company has added another 2 new stores, i.e., under Kalamandir format, at Davanagere, Karnataka on May 22, 2026 and at R R Nagar, Bengaluru Karnataka on June 05, 2026, thus raising its tally to a total of 83 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 recapitulation and as stated elsewhere in this report, during the FY 2023-24, your company successfully completed the Initial Public offering (IPO) of its equity shares aggregating 5,40,99,027
Equity shares of C2 /- each. This comprised of a Fresh issue of 2,70,27,027 Equity shares of C2 /- each aggregating C 600 Crores and an Offer for sale of 2,70,72,000 Equity shares of C2 /- each by the Promoters and Promoters Group members aggregating C 601 Crores. The Equity shares of the Company remain 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):
|
o
</) Z
|
Particulars
|
Amount in Cr
|
|
1
|
Capital expenditure towards setting-up of 30 new stores
|
125.08 (Refer Note)
|
|
2
|
Capital expenditure towards setting-up of two warehouses
|
25.40
|
|
3
|
Working capital requirements
|
280.07 (Refer Note)
|
|
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
|
Note :
An amount of C2.36 crore, originally forming part of C125.08 crores earmarked for “capital expenditure towards setting up of 30 stores", has been reallocated and utilised towards “working capital requirements". The said inter-head reallocation was approved by the Audit Committee and the Board of Directors at their respective meetings held on January 19, 2026.
|
Out of the issue proceeds of D 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
|
Aggregate amount utilized as on March 31, 2026
|
Un utilized Amount as on March 31, 2026
|
|
1
|
Capital expenditure towards setting-up of 30 new stores*
|
125.08 (Revised to C122.72 Crores as stated above)
|
27.56
|
63.96
|
103.81
|
18.91
|
|
2
|
Capital expenditure towards setting-up of two warehouses
|
25.40
|
0.94
|
1.63
|
4.93
|
20.47
|
|
3
|
Working capital requirements*
|
280.07 (Revised to C282.43 Crores as stated above)
|
115.98
|
186.20
|
282.43
|
0
|
|
4
|
Repayment or pre-payment, in full or part, of certain borrowings availed by our Company
|
50.00
|
47.12
|
50.00
|
50.00
|
0
|
|
5
|
General Corporate Purposes
|
85.68
|
70.55
|
82.90
|
85.68
|
0
|
| |
Total
|
566.23
|
262.15
|
384.69
|
526.85
|
39.38
|
IPO proceeds - Utilisation status
The utilisation of IPO proceeds as on March 31, 2026 is summarised below:
Capital expenditure towards setting-up of 30 new stores
As per the Prospectus dated September 23, 2023, the Company had proposed to utilise C 125.08 crore towards setting up 30 new retail stores aggregating approximately 1,42,500 sq. ft. of retail space, comprising 24 stores under the Varamahalakshmi Silks (VML) format and 5 stores under the Kalamandir (KMR) format.
As on March 31, 2026, the Company has operationalised 25 stores (19 VML and 6 KMR/Valli format stores), as against the originally proposed 30 stores. Despite the lower number of stores, the Company has achieved a total retail footprint of 1,82,652 sq. ft., significantly exceeding the originally envisaged area by approximately 28%.
This outcome reflects the Company's strong execution capabilities, strategic site selection, and efficient space optimization. The Company has also benefited from favorable commercial negotiations with vendors and landlords, resulting in improved capital efficiency.
Further, an amount of C2.36 crore, originally allocated for capital expenditure towards setting up of 30 stores, was utilised towards working capital requirements pursuant to business requirements. The said reallocation was approved by the Audit Committee and the Board of Directors at their respective meetings held on January 19, 2026.
Through prudent cost management, standardization of store fit-outs, and leveraging economies of scale, the Company has achieved savings in capital expenditure. Consequently, an amount of C18.91 crore remains unutilized as on March 31, 2026. These savings, arising from disciplined capital allocation and execution efficiencies, provide additional financial flexibility to further augment the Company's retail footprint through expansion of additional square footage and establishment of new stores, without any deviation from the stated objects of the Issue.
Capital expenditure towards setting-up of two warehouses
As per the objects of the Issue, an amount of ?25.40 crore was allocated towards setting up two warehouses.
As on March 28, 2026, the Company has utilised C 3.10 crore towards construction of a warehouse at Vijayawada, Andhra Pradesh, and C 1.63 crore towards development of a satellite warehouse at Salem, Tamil Nadu. Thus, an amount of C 20.47 crore remains unutilised.
In this regard, the Company has identified a strategic location at Kanchipuram, Tamil Nadu, for establishing a warehouse facility. Discussions with property owners are currently underway to finalise the transaction on commercially favourable terms aligned with prevailing market conditions. There is no change in the overall objective of the Issue, and the unutilised amount is proposed to be deployed towards the intended purpose upon finalisation of the identified location.
Other Objects of the Issue
The funds allocated towards working capital requirements, repayment of borrowings, and general corporate purposes have been fully utilized as on March 31, 2026.
Approval
The utilization of IPO proceeds is reviewed periodically by the Audit Committee. The Audit Committee and the Board of Directors, at their respective meetings held on March 29, 2026, have reviewed and approved the status of utilization, including the proposed deployment of the unutilized amount aggregating to C39.38 crore (C 18.91 crore towards store expansion and C20.47 crore towards warehousing facilities) till September 30, 2026.
Deviation / Variation in Utilisation of Funds
In terms of Regulation 32 of the SEBI (LODR) Regulations, 2015, the Company confirms that there is no deviation in the utilisation of IPO proceeds from the objects stated in the Prospectus.
Further, variation to the extent of inter-head reallocation of C2.36 Crores and extension of time for deployment of unutilised IPO funds, have been approved by the Audit Committee and also by the Board and have been explained elsewhere in this Report.
Further, revision in number of stores established vis-a-vis the original plan, which has already been explained elsewhere in this Report, does not constitute a deviation / variation as contemplated under Regulation 32 of the SEBI (LODR) Regulations, 2015.
Further, we confirm that the Company has complied with the provisions as contained under Regulation
32 of the SEBI (LODR) Regulations, 2015, during the FY 2025-26.
Further, as informed earlier, your Company has appointed CARE Ratings Limited as the Monitoring Agency in accordance with Regulation 41 of SEBI (ICDR) Regulations, 2018 in order to monitor the utilization of IPO proceeds. Your Company has obtained quarterly monitoring reports from the Monitoring agency and has filed the same with both the Stock exchanges where the equity shares of the Company are listed. The monitoring agency reports are available at the Company's website https://sskl. co.in/investor-relations/
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
As depicted in the table above, your Company, as on 31st March, 2026, has spent an aggregate amount of C526.85 crores out of the Issue proceeds of C566.23 crores (net of offer related expenses). Further, out of the unutilized amount of C 39.38 crores (as on 31st March, 2026) an amount of C 12.61 crores has been utilized till June 30, 2026.
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
Based on the Company's financial performance for the year under review, including profitability and return on capital, the Board of Directors has recommended a final dividend of C1.50 per equity share (i.e., 75% of the face value of C2 per equity share). The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting. Upon approval, the total cash outflow on account of dividend would amount to C 23,00,49,168. TDS shall be done in accordance with the provisions of Income Tax Act, 1961.
5. TRANSFER TO RESERVES:
We do not propose any amount to be transferred to the Reserves for the financial year under review.
6. NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial year under review. The Company continues to carry on its existing business operations.
7. SHARE CAPITAL:
The Share Capital of the Company as on March 31, 2026, and also as on date of this Report, stands as follows:
|
6
</) z
|
Particulars
|
(Amt. in C)
|
|
1.
|
Authorised Capital: 21,00,00,000 Equity Shares of C2/- each
|
42,00,00,000
|
|
2.
|
Issued, Subscribed & Paid-up capital: 15,33,66,112 Equity Shares of C2/- each
|
30,67,32,224
|
| |
Total Equity Capital (including 60,16,145 equity shares held by SSKL Employees Trust)
|
30,67,32,224
|
8. CREDIT RATING
In view of substantial reduction in its working capital borrowings, the company has opted not to seek rating from any external credit rating agency during the year under review.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The appointment and remuneration of Directors are governed by the Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee of the Company. The Policy, inter alia, lays down the criteria for appointment, evaluation, and remuneration of Directors, Key Managerial Personnel and senior management.
The said Policy is available on the Company's website at: https://sskl.co.in/wp-content/uploads/2022/07/ Remuneration - Policy.pdf
|
Sl.
No
|
Name
|
Designation
|
|
1
|
Mr. Ravindra Vikram
|
Chairman &
|
| |
Mamidipudi
|
Independent Director
|
|
2
|
Mr. Nagakanaka Durga Prasad Chalavadi
|
Managing Director
|
|
3
|
Mr. Kalyan Srinivas Annam
|
Whole Time Director
|
|
O
</) Z
|
Name
|
Designation
|
|
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 (Refer Note below)
|
|
8
|
Mr. Venkata Lakshmi Narasimha Sarma Konduri
|
Chief Financial Officer
|
|
9
|
Mr. Matte Koti Bhaskara Teja Company Secretary & Compliance officer
|
Note:
Subsequent upon the close of Financial Year, i.e., effective from May 06, 2026, resigned from the office of Independent Director of the Company.
Further, subsequent to the close of FY, upon the recommendation of Nomination and Remuneration committee, the Board has appointed Ms. Sridevi Dasari as an Additional Director, (Woman independent director), effective May 12, 2026, who holds her office as such upto the date of ensuing Annual General Meeting or for a period of 3 months whichever is earlier.
Further, her tenure as independent director of the Company shall be for a period of 5 years, subject to approval of members in the ensuing AGM.
Further, as detailed in the Explanatory Statement to the Notice of AGM, resolution proposing appointment of Ms. Sridevi Dasari to the office of Director / Independent Director forms part of the notice of the ensuing Annual General Meeting.
Apart from the Key Managerial Personnel mentioned above, the following employees form part of the Senior management of our Company (as on 31st March, 2026):
|
O
</) Z
|
Name
|
Designation
|
|
1
|
Mr. Bharadwaj Rachamadugu
|
Chief Executive Officer (CEO) (Refer Note below)
|
|
2
|
Mr. Mohana Durgarao Chalavadi
|
Senior Vice President
|
|
3
|
Mr. Venkata Rajesh Annam
|
Senior Vice President
|
|
4
|
Mr. Chakradhar Boorlagadda
|
Head of Sourcing & Strategy
|
|
5
|
Ms. Sabita Borra
|
Legal - General Manager
|
|
6
|
Ms. Sowjanya Annam
|
Administration - General Manager
|
|
7
|
Mr. Sai Ram Chavali
|
Head Human Resources
|
Note: Appointed as CEO of the Company effective May 12, 2026
Subsequent to the close of FY, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, at its meeting held on May 12, 2026, appointed Mr. Bharadwaj Rachamadugu as Chief Executive Officer (CEO) of the Company with effect from May 12, 2026, subject to approval of the Members, who immediately prior to the said appointment was serving as Senior Vice President of the Company
The Constitution of the Board of the Company is in compliant with the provisions of 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. Kalyan Srinivas Annam, (DIN 02428313), Whole Time Director of the Company, retired by rotation in the previous AGM held on 29th August, 2025 and was reappointed thereat.
Further, 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 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 meetings on January 19, 2026 and March 17, 2026 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
During the financial year 2025-26, the Board of Directors met five (5) times. The details of the meetings of the Board and its Committees, along with the attendance of the Directors, are provided in the Report on Corporate Governance, forming part of this Report, as Annexure VII.
The Board of Directors of the Company has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The terms of reference and composition of these Committees are in conformity with the applicable statutory requirements. With a view to ensuring focused oversight on specific areas of business, as well as enhancing governance and accountability, the Board has constituted the following Committees, which are in place as on date of this Report and also discharging their duties and responsibilities:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Executive Management & IPO Committee
• Internal Compliance committee /
POSH Committee
The details relating to the composition, terms of reference, and number of meetings held of the aforesaid Committees are provided in the Report on Corporate Governance, which forms part of this Annual Report.
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 Report on Corporate Governance forming part of this 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 towards 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, corporate strategy, business plans, finance, human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company.
10. EMPLOYEE STOCK OPTION SCHEME (ESOP)
As reported earlier, the Company had, during the financial year 2022-23, instituted an employee stock option scheme titled “Sai Silks (Kalamandir) Limited Share Based Employee Benefit Scheme, 2022" (“ESOP Scheme"), with a view to providing long-term incentives and benefits to its employees.
A trust named “SSKL Employees Trust" has been established for implementation and administration of the Scheme. The Company is authorised to grant up to 60,16,145 employee stock options, in one or more tranches, under the said Scheme.
The ESOP Scheme, inter alia, aims to:
(a) motivate employees to contribute to the growth and profitability of the Company;
(b) align the interests of employees with the long-term interests of the Company and its shareholders, thereby creating sustainable value; and
(c) attract, retain and incentivise key and critical talent in line with the Company's growth objectives.
Pursuant to the Scheme, during the financial year 2022-23, the Company had issued and allotted 60,16,145 equity shares of face value C 2 each at a price of C 22 per share (including a premium of C 20 per share) to the SSKL Employees Trust. No stock options has been granted under the Scheme till date.
It is confirmed that the ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and that no material changes have been made to the Scheme during the financial year under review.
A certificate from M/s. P.S. Rao & Associates, Company Secretaries, confirming that the Scheme has been instituted in accordance with the applicable SEBI Regulations, will be placed before the members at the ensuing Annual General Meeting for inspection.
11. PUBLIC DEPOSITS
The Company has neither accepted nor repaid any deposits during the financial year ended March 31, 2026. Further, there were no outstanding deposits at the beginning of the year or at any time during the financial year under review. Accordingly, no disclosure is required pursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
Further, the Company has not borrowed any amounts from its directors during the financial year, and no amounts were outstanding in this regard as on March 31, 2026
12. SUBSIDIARY COMPANIES,ASSOCIATE & JOINT VENTURES
The Company does not have any subsidiary, joint venture or associate company as on the close of the financial year under review and as on the date of this Report. Further, no company has become or ceased to be a subsidiary, joint venture or associate of the Company during the financial year.
13. RELATED PARTY TRANSACTIONS
The contracts, arrangements and transactions entered into by the Company during the financial
year as well as the existing contracts, arrangements and transactions were in the ordinary course of business and on an arm's length basis, and were in compliance with the provisions of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Section 134(3)(h) of the Companies Act, 2013, particulars of related party transactions are provided in Form AOC-2, which is annexed to this Report as Annexure I. Further, details of related party transactions, including office or place of profit held by relatives, which are not material in value, are disclosed in Note No. 45 forming part of the Notes to the Financial Statements.
The Company has also formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, which has been approved by the Board of Directors. The said Policy is available on the Company's website at: https://sskl.co.in/wp-content/uploads/2025/01/ Policy-on-Related-Party-Transactions.pdf
14. 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.
15. ACCOUNTING TREATMENT
The financial statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder, and as recommended by the Institute of Chartered Accountants of India.
Further details in this regard are provided in Note No. 37 under the Notes to Financial Statements forming part of the financial statements.
16. AUDITORS:
a) STATUTORY AUDITORS
M/s. Sagar & Associates, Chartered Accountants (Firm Registration No. 003510S), Hyderabad, Statutory Auditors of the Company, have issued their Report on the financial statements of the Company for the financial year ended March 31, 2026 and the same forms part of this Annual Report.
The said report does not contain any qualifications, reservations, adverse remarks or disclaimers.
The matter referred to under the “Emphasis of Matter" paragraph in the Auditor's Report, pertaining to confirmation/reconciliation of trade payables and trade receivables, is self-explanatory and do not call for any further comments by the Board.
Further, the members may note that, the current term of M/s. Sagar & Associates, as Statutory Auditors of the Company, shall expire upon the conclusion of ensuing 18th AGM of the Company. The Board, based on the recommendation of the Audit Committee, proposes to reappoint M/s. Sagar & Associates, to the office of Statutory Auditors of the Company for another term of 5 years.
Resolution seeking the re-appointment of M/s. Sagar & Associates, Chartered Accountants, as Statutory Auditors of the Company for the second term of five consecutive years, commencing from the conclusion of the 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting of the Company, forms part of the Notice convening the Annual General Meeting.
b) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rules made thereunder, M/s. SARC & Associates, Chartered Accountants (Firm Registration No. 006085N), Visakhapatnam, held the office of Internal Auditors of the Company for the Financial Year 2025-26 and has been reappointed to the said office for the Financial Year 2026-27.
c) SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, M/s. P.S.Rao & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to conduct the secretarial Audit for a period of 5 consecutive financial years i.e, from the FY 2025-26 to 2029-30.
The Secretarial Audit Report for the FY 2025-26 is attached herewith as Annexure II and forms part of this Report.
As regards the observations made by the Secretarial Auditors, we would like to state as hereunder:
Partly due to delay in receipt of requisite documents from lenders and partly due to technical glitches on the portal of MCA, the reported delay(s) in filing of e forms has occurred. Though procedural in nature, we will ensure that such filings / delays are monitored on regular basis.
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.
Other observations in the Report are statement of facts and already discussed in this Report, hence no further comments are required.
d) COST RECORDS:
The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records have not been 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.
17. DIRECTORS' RESPONSIBILITYSTATEMENT:
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.
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 functional levels of the Company;
iii) avoiding / minimizing exposure to significant financial loss;
iv) contributing to the achievement of the
Company's objectives; and
v) to assess the benefits and costs of implementation of available options and controls to manage the risk.
Further the Risk management policy is available on the company website at https://sskl.co.in/wp-content/uploads/2022/07/Risk-Management-Policy.pdf.
19. INTERNAL FINANCIAL CONTROLS:
The Company has established adequate internal financial controls commensurate with the nature and size of its operations. These controls are designed to ensure orderly and efficient conduct of business, including adherence to the Company's policies and procedures, accuracy and completeness of accounting records, timely preparation of reliable financial information, safeguarding of assets, and prevention and detection of frauds and errors.
The effectiveness of the internal financial controls is regularly reviewed through the internal audit function, supported by the Internal Auditors, wherever required. Based on such evaluations and
reviews, the Board is of the opinion that the internal financial controls of the Company were adequate and operating effectively during the financial year ended March 31, 2026, and no material weaknesses were observed.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, 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 in Annexure III, and forms part of this Report.
21. CORPORATE SOCIAL
RESPONSIBILITY:
Your Board of Directors and the Corporate Social Responsibility (CSR) Committee are pleased to affirm that CSR forms an integral part of the Company's philosophy and business practices. The Company undertakes its CSR initiatives with a strong sense of responsibility towards the society in which it operates.
During the financial year 2025-26, the Company has undertaken CSR activities in the areas of child education, healthcare, weavers' welfare, scholarships, distribution of food to the underprivileged, and welfare of differently-abled individuals, both independently and in association with eligible implementing agencies.
The Board, based on the recommendation of the CSR Committee, has adopted a CSR Policy with the objective of contributing to the social and economic development of the communities in which the Company operates, thereby promoting sustainable and inclusive growth, particularly for the economically weaker sections of society.
The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure IV. The CSR Policy is available on the Company's website at: https://sskl.co.in/wp-content/uploads/2022/07/CSR-Policy.pdf
The CSR Committee, constituted by the Board, is actively involved in identifying key focus areas in line with evolving societal needs, ensuring alignment with the Company's CSR Policy. The Committee also
monitors the implementation and progress of CSR initiatives undertaken by the Company.
The composition of the CSR Committee is disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend an amount of C2.74 crore towards Corporate Social Responsibility (CSR) activities for the financial year ended March 31, 2026.
During the year under review, the Company has spent an aggregate amount of C2.78 crore towards CSR activities, thereby exceeding the prescribed requirement. Out of the total CSR expenditure, an amount of C0.98 crore was spent through Kalamandir Foundation, while the balance amount of C1.79 crore was spent through other eligible 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 and designated persons, in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
Mr. Matte Koti Bhaskara Teja, Company Secretary, acts as the Compliance Officer for monitoring adherence to the said Regulations and the Code and the said code is disclosed on company's website at https://sskl.co.in/wp-content/uploads/2026/05/ Code-of-Insider-Trading.pdf.
23. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant or material orders passed by any regulators, courts or tribunals that would impact the going concern status of the Company or its future operations.
24. REMUNERATION OF EMPLOYEES
The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report as Annexure V.
25. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate section and forms part of this Annual Report as Annexure VI.
26. CORPORATE GOVERNANCE:
The Report on Corporate Governance, along with the certificate from M/s. P. S. Rao & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms part of this Annual Report as Annexure VII.
A certificate from the Managing Director and the Chief Financial Officer, in terms of the Listing Regulations, inter alia confirming the accuracy and completeness of the financial statements, including the cash flow statement, also forms part of this Annual Report.
27. BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT
The Business Responsibility and Sustainability Report, as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the initiatives undertaken by the Company on environmental, social and governance parameters, forms part of this Annual Report as Annexure VIII.
28. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
Our Company is committed to providing a safe, secure and harassment-free work environment for all its employees. In line with this commitment, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with 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 ensure protection against sexual harassment at the workplace and to provide
a mechanism for prevention and redressal of complaints, thereby fostering a work environment where employees feel safe and respected. The Company has constituted an Internal Complaints Committee (ICC) to address complaints relating to sexual harassment and to recommend appropriate action. The composition of the Committee is disclosed in the Corporate Governance Report forming part of this Annual Report.
Our Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Details of the complaints received under Prevention of Sexual Harassment (POSH)
|
S.no
|
Particulars
|
|
|
1
|
number of complaints of sexual harassment received in the year;
|
Nil
|
|
2
|
number of complaints disposed off during the year;
|
Nil
|
|
3
|
number of cases pending for more than ninety days
|
Nil
|
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and extends all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and applicable post-maternity support such as nursing breaks and flexible return-to-work arrangements.
The Company remains committed to fostering an inclusive, supportive and equitable work environment that upholds the rights, dignity and welfare of its women employees in accordance with applicable laws.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism / Whistle Blower Policy to enable employees, directors and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct.
The mechanism provides for adequate safeguards against victimisation of persons who avail of the mechanism and ensures direct access to the Chairman of the Audit Committee. It is confirmed that no person has been denied access to the Chairman of the Audit Committee for reporting concerns.
Mr. Ravindra Vikram Mamidipudi, Independent Director and Chairman of the Audit Committee, oversees the Vigil Mechanism, and employees have direct access to report their concerns and complaints.
During the financial year under review, no complaints were received under the Vigil Mechanism.
The Vigil Mechanism / Whistle Blower Policy is available on the Company's website at: https:// sskl.co.in/wp-content/uploads/2022/07/Vigil-Mechanism-Policy.pdf. Further details of the Vigil Mechanism are provided in Annexure IX to this Report.
30. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in the prescribed format (Form MGT-7) is available on the Company's website at: https:// sskl.co.in/wp-content/uploads/2026/07/Annual-Return-2025-26.pdf
31. HUMAN RESOURCES
The Company firmly believes that its employees are its key strength, and their development and well-being are critical to sustaining long-term organisational success. The Company continues to focus on building a competent and capable workforce across all functions of the business.
Towards the said, we have implemented robust human resource practices and processes aimed at enhancing overall employee experience and driving superior performance. Key initiatives undertaken include structured learning and development programmes, leadership development, competency enhancement frameworks, and well-defined rewards and recognition systems.
These initiatives are designed to foster a culture of continuous learning, performance excellence, and employee engagement across the organisation.
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, 2026.
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:
The Board of Directors places on record its sincere appreciation for the continued support and cooperation extended by the Company's business partners, weavers, vendors, customers and other stakeholders. The Board also acknowledges, with gratitude, the dedication and commitment of the employees at all levels, whose contributions have been instrumental in the Company's performance.
The Directors further express their appreciation to the Company's bankers and investors for their continued trust and confidence in the Company and its management.
|