Directors Report of Sportking India Ltd.

Mar 31, 2025

Your Directors are pleased to present the 36^th Annual Report of Sportking India Limited along with the Audited Financial Statements
of the Company for the Financial Year ended on March 31,2025.

1. CORPORATE OVERVIEW

The Company was incorporated in 1989 and emerged as one of India’s leading textile company & owns 3 state-of-the-art
manufacturing facilities in India equipped with latest machinery, producing yarns that are a benchmark in quality. The company
produces well diversified range of grey and dyed textile yarns to cater to the demands of weaving and knitting industry in
domestic as well as international markets. With presence in more than 30 countries, Sportking India Ltd. is representing India
on a world stage with a commitment to deliver superior quality products among evolving trends in customer preferences.

2. FINANCIAL RESULTS

The Company’s Audited Financial Statements as of March 31,2025, have been meticulously prepared in accordance with the
applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), and the pertinent provisions outlined in the Companies Act, 2013
(the “Act”). Furthermore, the financial performance of your Company for Financial Year(s) 2024-25 and 2023-24 are as under:

(Rupees in Lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations (Net)	252422.94	237714.19
Other Income	2678.71	3570.55
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) and Exceptional Items	28970.09	24086.26
Interest and Financial Expenses	5026.32	5907.29
Profit before Depreciation, Amortization, Tax (PBDT) and Exceptional Items	23943.77	18178.97
Depreciation and Amortization	8963.52	8588.54
Profit before Tax (PBT) and Exceptional Items	14980.25	9590.43
Exceptional Items	0.00	0.00
Profit before Tax (PBT)	14980.25	9590.43
Provision for Tax -Current Tax	4227.00	2158.61
-Prior Period Tax	(1.08)	(50.45)
-Deferred Tax	(171.00)	447.71
Profit after Tax (PAT)	10925.33	7034.56
Other Comprehensive Income (Net of Tax of Rs. 28.00 Lakhs in Current Year and Rs. 4.29 Lakhs in previous year)	83.79	12.74
Total Comprehensive Income for the year	11009.12	7047.30
Earnings Per Equity Share (In Rs.) -Basic	8.57	5.50
-Diluted	8.57	5.50

3. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
BUSINESS REVIEW
Economic Outlook

Globally, 2024 has been an eventful year. The year witnessed unprecedented electoral activity on the political front, with more
than half of the global population voting in major elections across countries. Meanwhile, adverse developments like the Russia-
Ukraine conflict and the Israel-Hamas conflict increased regional instability. These events impacted energy and food security,
leading to higher prices and rising inflation. Cyber-attacks also became more frequent and severe, with growing human and
financial consequences due to the increasing digitization of critical infrastructure. Geopolitical risks and policy uncertainty,
especially around trade policies, have also contributed to increased volatility in global financial markets.

The swift escalation of trade tensions and extremely high levels of policy uncertainty are expected to have a significant impact
on global economic activity. The IMF predicts a modest growth of 2.8% in 2025 and 3.0% in 2026, indicating a challenging
economic environment. The world’s largest economy, the US, is projected to grow by just 1.8%, significantly lower than last
year’s expectations due to policy uncertainty and trade tensions.

The US will also be a major global growth disruptor with regulatory, immigration, trade and tax policy changes representing
opportunities and risks worldwide. The composition, timing and magnitude of policy shifts is still uncertain, but likely to have a
consequential influence on economic and inflation dynamics in 2025 and beyond. Trade policy, in particular, is likely to have
an outsized impact on the global economy in late 2025 and 2026 with tariffs and other protectionist measures that could push
the global economy into “stagflation” (economic stagnation combined with elevated inflation), if pursued to their fullest extent.
Conversely, tax cuts and stronger private sector confidence on the prospects of pro-business policies and deregulation could
support stronger spending and investment in the near-term, even if policy uncertainty should not be underestimated as a
headwind.

Meanwhile, geopolitical hotspots - Ukraine, the Middle East and Taiwan - will remain potential disruptors to global supply
chains, given their strategic importance in energy, technology and trade routes. The ongoing conflict in Ukraine fuels uncertainty
about future pockets of tension and their effects on commodities prices. Tensions in the Middle East, a region central to oil
production and trade routes, elevate the risk of energy supply and transport cost shocks that could further strain inflationary
pressures globally. Similarly, escalating frictions in Taiwan - a hub for advanced semiconductor manufacturing - pose significant
risks to technology supply chains, with potential repercussions for industries reliant on these critical components. Collectively,
these geopolitical challenges underscore the fragility of global supply networks in an increasingly fragmented and volatile world.

In this environment, the role of “connector economies” - emerging markets that have advantageous locations and preferential
trade agreements across major blocs - will grow. India, Saudi Arabia, Mexico, Brazil, the United Arab Emirates and Southeast
Asian economies will benefit from maintaining or developing strong trade and investment relations across geopolitical blocs.
India, in particular, will continue to foster trade and investment ties across geopolitical divides while being a critical driver of
South-South trade. Southeast Asia is likely to remain the top destination for foreign investment among emerging markets.

In advanced economies, where inflation surged to multi decade highs following the pandemic, price pressures are expected to
moderate but remain uneven. Wage cost pressures, potential tariffs and limited innovation undermining global competitiveness
in some sectors are likely to persist across European economies and the UK. In the US, we expect the moderating trend in
inflation will remain in place through early 2025, though it could then change as deregulation, potential immigration restrictions
and tariffs lead to a renewed inflation impulse.

Global headline inflation continues to rule above the target for most economies with persistent services and core inflation
hindering the pace of disinflation. IMF in its April 2025 ‘World Economic Outlook’ predicts global inflation to reach 4.3% in 2025
and 3.6% in 2026, with notable upward revisions for advanced economies and slight downward revisions for EMDEs (Emerging
Market and Developing Economies) in 2025.

Generally easing inflation should continue to favor monetary policy recalibration in the near term. But while central banks will
find plenty of reasons to pursue their policy easing cycle, they will almost certainly recalibrate with caution given the risks from
inflation volatility tied to trade, wages, energy and food cost pressures. As a result, global monetary policy will be desynchronized
as central bankers respond to divergent domestic and international conditions and may even be forced to tighten policy amid
resurgent inflationary and exchange rate pressures.

In an era marked by escalating global trade tensions and persistent geopolitical uncertainties, the Indian economy has
demonstrated remarkable resilience and robust growth. India’s GDP grew by 6.5% in FY 2024-2025. The OECD’s 2025
Economic Outlook Report predicts India’s GDP growth will lead G20 nations at 6.3% in 2025 and 6.4% in 2026. Amid global
economic slowdowns, India aims for a $32 trillion economy by 2047, focusing on increased business ties with the EU. India’s
growth engine remains heavily dependent on the government’s infrastructure spending on roads, ports and highways, in the
absence of significant improvement in private investment. Going forward, domestic growth should benefit from government’s
income tax cuts announced in the federal budget, as well as “monetary easing, expectations of an above normal monsoon and
lower food inflation”

On the inflation front, domestic inflation declined from 5.36% YoY in FY24 to 4.63% YoY in FY25 - indicating moderation in
overall price levels. This is the lowest annual inflation since FY20. This milestone highlights the effectiveness of the RBI’s pro¬
growth monetary policy -balancing growth and price stability. Notably, the year-on- year inflation for Mar’25 fell to 3.34% - the
lowest monthly inflation rate since Aug 2019. RBI projects that India’s CPI-inflation will progressively align towards the inflation
target of 4% in FY26. Assuming a normal monsoon, the inflation is predicted to be at 4.0% in FY26.

The Union Budget 2025-2026 promises to continue Government’s efforts to accelerate growth, secure inclusive development,
invigorate private sector investments, uplift household sentiments, and enhance spending power of India’s rising middle class.
The Budget proposes development measures focusing on poor (Garib), Youth, farmer (Annadata) and women (Nari). The
Budget aims to initiate transformative reforms in Taxation, Power Sector, Urban Development, Mining, Financial Sector, and
Regulatory Reforms to augment India’s growth potential and global competitiveness.

Looking ahead, India’s economic prospects for FY26 are balanced. Headwinds to growth include elevated geopolitical and trade
uncertainties and possible commodity price shocks. Domestically, the translation of order books of private capital goods sector
into sustained investment pick-up, improvements in consumer confidence, and corporate wage pick-up will be key to promoting
growth. Rural demand backed by a rebound in agricultural production, an anticipated easing of food inflation and a stable macro¬
economic environment provides an upside to near-term growth. Overall, India will need to improve its global competitiveness
through grassroots-level structural reforms and deregulation to reinforce its medium-term growth potential.

Textile Outlook

India’s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry
is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive
sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is its strong production base
of a wide range of fibre/yarns from natural fibres like cotton, jute, silk, and wool, to synthetic/man-made fibres like polyester,
viscose, nylon and acrylic.

The textile industry contributes approximately 2.5% to the national GDP, around 7% to industrial output, and nearly 12% of the
country’s total export earnings. It is also one of the largest employment-generating sectors, providing livelihoods to over 45
million people, both directly and indirectly, across the entire value chain - from cotton cultivation and yarn production to garment
manufacturing and retail.

Global apparel market is expected to grow at a CAGR of around 8% to reach US$ 2.37 trillion by 2030 and the Global Textile &
Apparel trade is expected to grow at a CAGR of 4% to reach US$ 1.2 trillion by 2030. The market for Indian textiles and apparel
is projected to grow at a 10% CAGR to reach US$ 350 billion by 2030. Moreover, India is the world’s 3rd largest exporter of
Textiles and Apparel. India ranks among the top five global exporters in several textile categories, with exports expected to reach
US$100 billion.

India’s cotton production for the FY25 season is projected to decrease by 7% Y-o-Y, reaching approximately 30.2 million bales
(bales of 170 kg each), primarily due to reduced acreage and crop damage from excessive rainfall. Consequently, cotton imports
are expected to rise by 42% to 2.5 million bales, while exports may decline by 37% to 1.8 million bales. The increase in imports
is further supported by lower international cotton prices and tariff uncertainties, making imported cotton more cost-effective for
Indian buyers.

India’s cotton yarn sector is poised for substantial revenue growth, with Crisil Ratings forecasting a 7-9% increase in FY26.
This projection is underpinned by a rebound in exports, particularly to China, which accounts for 14% of the industry’s export
revenue. Domestic demand is also a significant contributor to this growth.

The Cotton Corporation of India’s (CCI) substantial cotton procurement in the 2025 cotton season will ensure stable availability,
minimizing inventory losses and boosting spinners’ profitability by 50-100 basis points. Operating margins are expected to
increase, driven by stable cotton yarn spreads and better availability. The primary driver for the revenue increase in FY26
will be the recovery in yarn exports to China, which declined in FY25 due to high domestic cotton production in China. This
decline resulted in a 5-7% de-growth in India’s total cotton yarn exports. However, the normalization of China’s domestic cotton
production is expected to drive a 9-11% growth in exports to China in FY26.

Credit profiles of cotton yarn spinners are expected to remain stable, supported by improved operating performance. Crisil
Ratings expects the interest coverage ratio to improve to 4.5-5 times in FY26 from 4-4.5 times in FY25. Gearing is projected to
remain stable at approximately 0.55-0.6 times. Capital expenditure will remain moderate, with only select players undertaking
significant capex, limiting the need for substantial debt additions. Steady cotton availability will reduce the need for significant
incremental working capital financing. However, potential changes in tariffs imposed on India and competing nations, higher
inflation, or slowing economic growth in the US, which could lead to a demand slowdown, and any adverse movement in
domestic cotton prices compared to international prices, will need to be monitored.

India’s textile industry is a vital contributor to the country’s economy, generating employment, driving exports and supporting
industrial growth. As one of the largest producers of cotton and synthetic fibres, the sector encompasses everything from
traditional handloom artisans to cutting-edge technical textiles. However, challenges such as fluctuating raw material prices,
outdated manufacturing infrastructure and global competition demand strong policy interventions for sustained growth. The
Union Budget 2025-26 seeks to address these challenges and propel the industry forward. Rising from INR 4,417.03 Cr in
2024-25 to INR 5,272 Cr—registering a 19% increase in allocation to the Textile Ministry—the budget reflects the government’s
commitment to addressing long-standing challenges and unlocking new opportunities for growth.

The launch of a five-year Cotton Mission, with an allocation of INR 600 Cr aimed at revitalising India’s cotton sector, seeks to
increase productivity, particularly for extra-long staple (ELS) varieties, by providing science and technology support to farmers.
By adopting global agronomy best practices and promoting clean cotton production, the initiative seeks to ensure a steady raw
material supply, reduces imports, boosts competitiveness and enhances farmer incomes.

Recognizing the importance of MSMEs in the textile sector, the budget introduces initiatives such as enhanced credit access,
export promotion measures and the creation of the Bharat Trade Net. This digital platform will streamline trade documentation,
facilitate smoother global integration and ease market access for small and medium textile enterprises. Additionally, INR 1,148
Cr has been allocated for the PLI Scheme to boost domestic manufacturing and exports, while INR 635 Cr for the Amended
Technology Up gradation Fund Scheme (ATUFS) supports modernization and efficiency in textile machinery. In view of the
importance of exports for overall growth of Textile sector, several measures are being taken by Government to enhance exports
such as Rebate of State and Central Taxes and Levies (RoSCTL), Production-Linked Incentive (PLI) Scheme and Free Trade
Agreements.

The Company is dealing in the Yarn Segment only and Company is persistently facing such challenges and is taking necessary
steps to strengthen its export/ indigenous market operations with more value added/ sustainable yarn products/customer base.
Further the Company has adequate liquidity and financial resources to meet its operational requirements, financial commitments/
service of debt obligations and statutory liabilities as per indications available as on date.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company
is required to give details of significant changes) in key financial ratios (change of 25% or more as compared to the immediately
previous financial year. The detail is as under:-

Ratio (s)	Unit	31st March, 2025	31st March, 2024	Changes (%)	Remarks
Debtor Turnover Ratio	Days	66	54	22.22	As Trade Receivables was higher than last year due to increase in export sales, Therefore, debtor turnover period was higher.
Inventory Turnover Ratio	Days	63	98	-35.71	Due to Decrease in Raw material Inventory Stocks.
Interest Coverage Ratio	Times	5.76	4.08	41.17	Mainly due to increase in EBIDTA margins along with lower availment of Working Capital

Ratio (s)	Unit	31st March, 2025	31st March, 2024	Changes (%)	Remarks
Current Ratio	Times	2.63	1.85	42.16	Due to less utilisation of working capital limits as at the end of current year as compare to last year
Debt Equity Ratio	Times	0.58	0.97	-40.20	Due to reduction in long term as well short term borrowings and increase in other equity, ratio improved.
Operating Profit Margin	%	7.84	6.42	22.11	Better sales prices and low consumption cost lead to better margins, Hence ratio improved.
Net Profit Margin	%	4.33	2.96	46.28
Return on Net Worth	%	11.45	7.81	46.61

FINANCIAL ANALYSIS

Operational and Financial Performance Overview (FY 2024-25)

During the year under review, the Company reported a production volume of 81,049 M.T. of Cotton/Synthetic Yarn, marginally
higher than 80,845 M.T. recorded in the previous financial year. The overall capacity utilization remained robust at approximately
96%, underscoring the Company’s strong operational efficiency and placing it among the leaders in the industry. Revenue
from Operations for FY 2024-25 stood at Rs.2,55,101.65 Lakhs, registering a year-on-year growth of 5.76%, driven by steady
demand and optimized production. Notably, Export Sales saw a significant increase of 14.92%, rising to Rs. 1,28,653.70 Lakhs
in FY 2024-25 from Rs. 1,11,949.81 Lakhs in FY 2023-24, reflecting the Company’s strengthened presence in international
markets and its continued focus on expanding its global customer base.

Profitability

Earnings before Interest Depreciation and Tax (EBIDTA) for the year ended 31st March 2025 improved to Rs. 28,970.09 Lakhs,
reflecting a growth of 11.36% over Rs. 24,086.26 Lakhs reported in FY 2023-24. Further Profit before Tax (PBT) increased to
Rs. 14,980.25 Lakhs, and Profit after Tax (PAT) rose to Rs. 11,009.12 Lakhs, compared Rs. 9,590.43 Lakhs and Rs. 7,047.30
Lakhs, respectively, in the previous financial year. The Company recorded a strong year-on-year increase of 58% in Profit after
Tax (PAT), primarily driven by higher export sales and a reduction in input costs. The rise in export sales was supported by
increased demand in international markets and effective market penetration strategies, which contributed to higher revenue.
Simultaneously, input costs declined due to favorable raw material prices and improved cost management practices. These
combined factors led to a significant expansion in profit margins, reflecting the Company’s strengthened operational efficiency
and financial performance during the year.).

Financial Ratio

The Company’s Tangible Net Worth increased significantly to Rs. 1,00,582.14 Lakhs as on 31st March 2025, compared to Rs.
90,242.54 Lakhs as on 31st March 2024, reflecting strong internal accruals and overall financial stability. During the year, the
Company successfully achieved a substantial reduction in short-term bank borrowings, which positively impacted its liquidity
position. As a result, the Current Ratio improved to 2.63 as on 31st March 2025, from 1.85 in the previous year, indicating
enhanced short-term solvency. In line with these developments, the Debt-to-Equity Ratio also improved to 0.58, compared to
0.97 as on 31st March 2024, demonstrating strengthened capital structure and reduced dependence on external debt.

RESOURCE UTILISATION

Fixed Assets

The net Block of Property, Plant and Equipment as at 31st March, 2025 were Rs. 75823.81 Lakhs as compared to Rs. 78512.74
Lakhs in the previous year. The Capital work in progress was Rs 494.02 Lakhs for year ended 31st March, 2025 as compared
to nil in the previous year.

Current Assets and Current Liabilities

The current assets as on 31st March, 2025 were Rs. 98398.89 Lakhs as against Rs. 115496.66 Lakhs in the previous year.
Inventory level was at Rs. 43383.35 Lakhs as compared to the previous year level of Rs. 64504.71 Lakhs. Trade Receivables
level was at Rs. 45632.20 Lakhs as compared to the previous year level of Rs. 35606.32 Lakhs. The current liabilities as on 31st
March 2025 were Rs. 37386.28 Lakhs as against Rs. 62469.23 Lakhs in the previous year.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below: (Rupees in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Cash & Cash Equivalents
Beginning of the year	144.58	1155.56
End of the year	49.95	144.58
Net Cash provided/ (used) by:
Operating Activities	41462.40	-23579.49
Investing Activities	-6670.64	-4561.20
Financial Activities	-34886.39	27129.71

CREDIT RATING

CRISIL, a leading credit rating agency, upgraded the Company’s Long-Term Credit Rating from “CRISIL A/Positive” to “CRISIL
A /Stable”, as per the rating letter dated 21st May 2025. This upgrade underscores the Company’s strengthened financial
position, consistent performance, and sound risk management practices. Additionally, the Short-Term Credit Rating has been
reaffirmed at “CRISIL A1”, indicating continued confidence in the Company’s liquidity and short-term repayment capabilities. The
detailed ratings assigned to the Company’s banking facilities are provided separately in this report.

Sr. No	Name of the Facility	Amount (Rs in Crs)	Rating	Rating Action
1.	Long Term Rating	935.00	Crisil A /Stable	Upgraded from CRISIL A/Positive” to “CRISIL A /Stable”
2.	Short Term Rating	65.00	CRISIL A1	Ratings Reaffirmed
	Total	1000.00

Further all the External Credit ratings are available on Company’s website www.sportking.co.in.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As per Section 134(5) (e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented
a robust system and framework of internal financial controls. The Company has set up strict protocols to guarantee operational
support and financial reporting accuracy. Business operations are regularly observed by an internal team and audit committee,
which swiftly notifies the Management Board of any anomalies. To guarantee steady and sustainable growth, the Company
creates strategies to recognize, evaluate and reduce risks based on these findings. These internal control mechanisms are
essential for upholding regulatory compliance, combating fraud and preserving transparency. Ultimately, the Company attracts
investment, builds stakeholder confidence and achieves long-term success in the market by offering strong financial reporting
and operational support.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops
an audit plan based on the risk profile of the business activities. The Internal Audit team monitors and evaluates the efficacy
and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and
policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective
action(s) in their respective area(s) and thereby strengthen the controls. Audit observations and corrective action(s) thereon are
presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors.

5. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and
dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields
to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent
through superior learning. This is critical pillar to support the organization’s growth and its sustainability in the long run. During
the year under review, the company enjoyed cordial relationship with workers and employees at all levels.

6. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not Applicable, during the year under review

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

Not Applicable, during the year under review

8. DIVIDEND

The Board of Directors in their meeting held on May 1st, 2025 are pleased to recommend a Final Dividend of Rs. 1/- per equity
share of face value of Rs. 1/- each on fully paid equity shares amounting to Rs 1270.72 Lakhs and 5% on Non-Cumulative
Non- Convertible Redeemable Preference Shares of face value of Rs. 10/- each amounting to Rs. 34.16 Lakhs for FY 2024-25.
Dividend to Equity Shareholders is subject to approval of members at the ensuing Annual General Meeting and will be paid
within the time period stipulated under the Companies Act, 2013. The Dividend will be paid to members whose names appear
in the register of members as on record date and in respect of shares held in dematerialized form, whose names are furnished
by NSDL and CDSL as beneficial owners as on that date.

The Company had formulated a Dividend Distribution Policy and is annexed hereto as “Annexure A” and forms part of
this Report. The Policy is also available on Company’s website and web link thereto is https://sportking.co.in/wp-content/
uploads/2022/07/Dividend-Distribution-Policy-SIL.pdf

9. MATERIAL CHANGES

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

During the year under review, there have been no such significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company’s operations in the future.

10. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2025 stood at Rs 1286.80 Lakhs divided into 12,70,72,000 Equity Shares of
the face value of Rs. 1/- each (Rs. 1270.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares)vis-a-vis
paid up Equity Share Capital as at 31st March, 2024 stood at Rs. 1286.80 Lakhs divided into 12707200 Equity Shares of the
face value of Rs. 10/- each (Rs. 1270.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares).

The paid up 5% Redeemable Non-Cumulative Non-Convertible Preference Shares Capital as at 31^st March, 2025 stood at Rs.
683.20 Lakhs divided into 68,32,000 Preference Shares face value of Rs. 10/- each vis-a-vis Rs. 683.20 Lakhs as at 31st March,
2024 divided into 68,32,000 Preference Shares face value of Rs. 10/- each.

On the recommendation of the Board of Directors of the Company, Shareholders of Company in the Annual general Meeting
held on 17.08.2024 approved the sub-division/ split of existing 1 Equity Share of face value of Rs.10/- each fully paid up into 10
Equity Shares of face value of Rs. 1/- each fully paid up by alteration of Capital Clause of the Memorandum of Association of
the Company.

On and from the Record Date i.e.13th September 2024, the equity shares of the Company have been sub- divided, such that 1
(one) equity share having face value of Rs. 10/- (Rs ten only) each, fully paid-up, stands sub-divided into 10 (ten) equity shares
having face value of Rs. 1/- (Rs. one only) each, fully paid-up, ranking pari-passu in all respects.

The Shareholder of the Company in the Annual general meeting of the Company held on 17th August 2024 has approved
alteration of Capital Clause (Clause V) of the Memorandum of Association of the Company as below:

V. The Authorized Capital of the Company is Rs. 35,00,00,000 /- (Rupees Thirty Five Crore only) divided into
15,00,00,000 (Fifteen Crore Only) Equity Shares of Rs. 1/- each and 2,00,00,000 (Two Crores only) Redeemable
Preference Shares of Rs. 10/- each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company, under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules,
2014 has not issued any equity shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company, under the provision of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules,
2014 has not issued any sweat equity shares.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any stock options to employees and as on 31st March, 2025 none of the Directors of the Company
hold instruments convertible into equity shares of the Company.

11. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary /Associate/Joint Venture Companies.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder, the disclosure relating to the
CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules,
2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as “Annexure B” and forms part of this
Report.

The CSR Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be
accessed on the Company’s website https://sportking.co.in/wp-content/uploads/2025/08/CSR-POLICY.pdf

13. RISK MANAGEMENT POLICY

The Company has adopted a comprehensive Risk Management Policy, in accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, duly approved by the Board
of Directors, is designed with the objective of ensuring sustainable business growth and operational stability, while fostering a
proactive approach to identifying, evaluating, and addressing various risks associated with the Company’s operations. To achieve
this objective, the Policy outlines a structured and disciplined framework for risk assessment and mitigation, enabling informed
and timely decision-making on risk-related matters. This approach strengthens the Company’s ability to manage uncertainties
effectively and supports long-term value creation for stakeholders. The Policy on Risk Management may be accessed on the
Company’s website and web link thereto is https://sportking.co.in/wp-content/uploads/2024/11/RISK-MANAGEMENT-POLICY.
pdf

14. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with related parties during the financial year were in the
ordinary course of business and on an arm’s length basis. Omnibus Approval was obtained on yearly basis in respect of
transaction which is repetitive in nature. All the Related Party transactions are placed before the Audit Committee and the Board
for review and approval on quarterly basis.

During the year under consideration, the Company had not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under

Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is annexed as “Annexure-C”. Details of all RPTs are mentioned
in the notes to financial statements forming part of the Annual Report.

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, submits the disclosures of Related Party transactions
to stock exchange and also publishes the same on its website. The Policy on dealing with related party transactions as approved
by the Board may be accessed on the Company’s website at the https://sportking.co.in/pdf/Related-Party-Transaction-Policy.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

The company has not given any loans, guarantees or made investments under the provisions of Section 186 of the Companies
Act, 2013.

16. DIRECTORS

The following is the constitution of the Board of Directors as on 31^st March, 2025

Sr. No.	Name of the Director	Designation
1.	Mr. Munish Avasthi	Chairman & Managing Director
2.	Mr. Naresh Kumar Jain	Whole-time Director
3.	Mr. Prashant Kochhar	Independent Director
4.	Mr. Harpreet Kang	Independent Director
5.	Mr. Sandeep Kapur	Independent Director
6.	Mrs. Anjali Avasthi	Non-Executive, Non Independent Director

Changes in Directors during the Year

During the year under review, there is no change in directorship.

Changes in Directors between the End of Financial Year and Date of the Board Report The Board of Directors expresses
its profound grief on the sudden and untimely demise of Mr. Naresh Kumar Jain, Whole-Time Director, who passed away on
07th June, 2025. Mr. Jain had been associated with the Company as a Whole-Time Director since 2009, and his passing marks
the end of a long and dedicated association with the Company.

Consequent to his demise, Mr. Jain ceased to be a Director of the Company with effect from the said date. The Board places on
record its deep appreciation and sincere gratitude for the invaluable guidance, dedicated service, and mentorship rendered by
Mr. Jain during his tenure. His contributions played a significant role in the Company’s growth and success over the years. He
will be fondly remembered and greatly missed.

Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Munish
Avasthi (DIN:00442425) Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offered himself for the reappointment. The retirement of director by rotation at the ensuing Annual General
Meeting is determined in accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of
the Companies Act, 2013, (the Act), read with the Articles of Association of the Company, the Board of Directors of the Company
appointed Mr. Puneet Singhania (DIN:01551462) as an Additional Independent Director with effect from 02nd August 2025.

Further on the recommendations given by the Nomination and Remuneration Committee and subject to approval of the
shareholder in ensuing Annual General Meeting the Board of Director in its meeting held on 02nd August 2025 proposed to
appoint Mr. Puneet Singhania (DIN:01551462) as an Independent Director of the Company, for first term of five (5) consecutive
years with effect from 02nd August 2025 and he shall not be liable to retire by rotation in accordance with the provisions of the
Companies Act, 2013

Based on the recommendations given by the Nomination and Remuneration Committee and subject to approval of the
shareholder in ensuing Annual General Meeting, the Board of Director in its meeting held on 02nd August 2025 it is proposed
to re-appoint Mrs. Harpreet Kang (DIN: 03049487) as an Independent Director of the Company, for second term of five (5)
consecutive years with effect from 17th October 2025 upto 16th October 2030 and she shall not be liable to retire by rotation in
accordance with the provisions of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of
the Companies Act, 2013, (the Act), read with the Articles of Association of the Company, the Board of Directors of the Company
appointed Mr. Chetan Rupal (DIN: 00253536) as an Additional Director with effect from 02nd August 2025 who will hold office
up to the next Annual General Meeting of the Company.

Further on the recommendations given by the Nomination and Remuneration Committee and subject to approval of the
shareholder in ensuing Annual General Meeting the Board of Director in its meeting held 02nd August 2025 proposed to appoint
Mr. Chetan Rupal (DIN: 00253536) as Whole Time Director of the Company, for period of 3 years with effect from 02nd August
2025 and he shall be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

Mr. Munish Avasthi who was re-appointed in the annual general meeting held on 30th September 2022 as Managing Directors
and CEO of the company for a period of 3 years to hold the office upto 30th September 2025. Further on the recommendation
of the Nomination and Remuneration Committee, Board of Directors of in their meeting held on 02nd August 2025 approved
the re-appointment along with their remuneration for further period of three years starting from 01st October 2025 subject to the
approval of the member by Special Resolution.

The brief resumes and other details relating to Director who are proposed to be appointed / re-appointed as required to be
disclosed under Regulation 36 (3) of the Regulations, form part of the Statement setting out material facts annexed to the Notice
of the Annual General Meeting. The resolutions seeking approval of the members for the appointment / re-appointment of these
Directors have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149
(6) of the Act and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the SEBI LODR Regulations”), that they are independent from the Management of the
Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment
and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with
the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the
Company.

The Board confirms that all the Independent Director on the Board of the Company are registered with the Indian Institute of
Corporate Affairs (IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013. In the opinion
of the Board, the Independent Directors fulfills the conditions of independence, are independent of the management, possess
the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The
details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

Board Committees

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations.

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee.

All these committees have been established as a part of the best corporate governance practices. There have been no instances
where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions,
powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.

17. KEY MANAGERIAL PERSONNEL

The following are the Key managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with
rule 3 and 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name	Designation
1.	Mr. Munish Avasthi	Chairman and Managing Director
2.	Mr. Sandeep Sachdeva	Chief Financial Officer
3.	Mr. Lovlesh Verma	Compliance Officer and Company Secretary

18. AUDIT COMMITTEE

The Company had an Audit Committee of the Board of Directors, The following is the constitution as on 31^st March, 2025

Sr. No.	Name	Designation
1.	Mr. Prashant Kochhar	Chairman
2.	Dr. Sandeep Kapur	Member
3.	Mrs. Harpreet Kang	Member
4.	Mr. Naresh Kumar Jain*	Member

Mr. Prashant Kochhar is the Chairman of the Committee. The Committee is empowered to look into all the matters related to
finance and accounting and its terms of reference are as per regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with section 177 of the Companies Act, 2013.

Due to Sudden demise, Mr. Naresh Kumar Jain ceased to be Director of the Company w.e.f 07th June 2025 and consequently
ceased to member of the committee.

Further the Board of Directors in their meeting held on 02^nd August 2025 had reconstituted the Committee which is as under:

Sr. No	Name of the Director	Designation
1.	Mr. Prashant Kochhar	Chairman
2.	Dr. Sandeep Kapur	Member
3.	Mrs. Harpreet Kang	Member
4.	Mr. Puneet Singhania	Member
5.	Mr. Chetan Rupal	Member

All the Members of the Committee possess strong accounting and financial management knowledge. The Company Secretary
of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the
Board.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, Board Meetings and Audit Committee Meetings were duly convened and held, the details of which are given
in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance,
Committees of the Board and each Director individually. A separate exercise was carried out to evaluate the performance
of individual Directors, including the Chairman of the Board. They were evaluated on parameters such as their education,
knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement, independence of judgment,
decision-making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The Independent Directors of the Company met without the presence of Non-Independent Directors and members of the
management to review the performance of Non-Independent Directors and the Board of Directors as a whole, review the
performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow
of information between the management and the Board of Directors. The performance evaluation of the Independent Directors
was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has
been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been
duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the
Company. It outlines the criteria for selection, appointment, and remuneration of Directors, Key Managerial Personnel, and
Senior Management, as detailed in the Corporate Governance Report. Further Policy available on Company’s website and web
link thereto is https://sportking.co.in/wp-content/uploads/2025/08/NMR-POLICY.pdf

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to
conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best
governance practices.

Pursuant to Section 177(9/10) of the Companies Act, 2013 and regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has formulated a whistle blower policy for vigil mechanism for directors and
employees reporting for unethical behavior, fraud and mismanagement or violation of Company’s code of conduct.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices
and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are
reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The detailed Policy on Whistle
Blower/Vigil Mechanism as approved by the Board may be accessed from the Company’s website at https://sportking.co.in/wp-
content/uploads/2024/11/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY.pdf

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, in line with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. 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.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company had constituted an Internal Complaints Committee. The Committee has not received any complaint of
sexual harassment during the financial year 2024-25.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Directors’ Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the
annual accounts of the Company for the year ended on March 31,2025 is provided below:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures from the same.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates
that were reason able 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 of the Company for the year ended on 31^st March, 2025.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls were adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

21. AUDITORS AND THEIR REPORT
STATUTORY AUDITORS

The Members of the Company in their Annual General Meeting held on 30^th September, 2022 had re-appointed M/s. SCV & Co,
LLP, Chartered Accountants (Firm registration No. 000235N/N500089) as Statutory Auditors of the Company for a further period
of five years from the conclusion of forthcoming Annual General Meeting till the conclusion of the 38^th Annual General Meeting
to be held in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory
Auditors of the Company.

The Statutory Auditors of the Company had submitted Auditors’ Report on the accounts of the Company for the Financial Year
ended 31^st March, 2025. There is no audit qualification reservations or adverse remarks or disclaimer in the said financial
statements. The comments in the Auditors’ Report read with Notes to Accounts are self- explanatory and do not call for any
further explanation.

COST AUDITORS

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies
Act, 2013. M/s R.R. & Company, Cost Accountants had submitted Cost Audit Report along with Annexure for the Financial Year
ended 31st March, 2025. There is no a qualification reservation or adverse remarks or disclaimer in the said report.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s R.R. & Company, Cost Accountants,
(Firm Registration No. 000323) as Cost Auditor to audit the cost accounts of the Company’s for the Financial Year 2025-26.
As required under provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules, 2014, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice
convening the AGM for their ratification.

The Cost Audit Report for the financial year ended March 31, 2025 shall be filed with the Central Government within the
prescribed time limit.

SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors at their respective meetings held on 02^nd August 2025 have approved and recommended
for approval of Members, appointment of M/s Sunny Kakkar and Associates, Company Secretaries (FCS NO - 10111, CP NO-
12712), as Secretarial Auditor to conduct the Secretarial Audit of the Company for a term of upto 5(Five) consecutive years,
to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members’ approval is
included at item No. 5 of the notice convening the Annual General Meeting. A detailed proposal for appointment of Secretarial
auditor forms part of the Notice convening this AGM.

The Secretarial Audit Report for the financial year ended 31st March, 2025, pursuant to Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as “Annexure - D”. The
Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

22. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2024-25 has
been uploaded on Company’s website at www.sportking.co.in.

23. LISTING OF SECURITIES

The fully paid up 127072000 Equity Shares (face Value of Rs. 1/- each) of the Company are listed on BSE Limited and National
Stock Exchange of India Limited (NSE) for trading as on 31.03.2025. The Company has also paid the listing fees for financial
year 2025-26 to BSE and NSE within the prescribed due time.

24. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. The Company policy requires the conduct
of all operations in such a manner so as to ensure the safety of all concerned, for environment protection and prevention of
various natural resources to the extent possible. In its continued commitment towards sustainability and reducing its carbon

footprint, the Company has initiated a significant step in renewable energy adoption during the year. The Company has already
commissioned Rooftop Solar Power Project at their Bathinda and Ludhiana Units for captive consumption. This initiative not
only enhances energy efficiency but also reinforces the Company’s commitment to environmental responsibility by reducing
dependency on external energy sources and contributing to the reduction of greenhouse gas emissions.

25. PUBLIC DEPOSITS

The Company has not raised any deposits from the public. Hence, the provisions of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted.

26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the
Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings &
outgo is given in “Annexure-E” and forms part of this report.

27. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars
of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure F” and forms part of this report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR’) on
initiatives taken from an environmental, social and governance perspective, in the prescribed format as annexed to this report
as “Annexure-G” and also available on the Company’s website.

29. SECRETARIAL STANDARDS

The Secretarial Standards SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and General Meetings’ issued and
notified by the Institute of Company Secretaries of India as amended/ replaced from time to time have been complied with by
the Company during the financial year under review.

30. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior
Manager Personnel in the course of day to day business operations of the company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter
such acts. The Code has been posted on the Company’s website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all
Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders.

31. CORPORATE GOVERNANCE

The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the
Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as
stipulated in regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In your Company,
prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with
law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and
regulatory needs. Detailed compliances with the provisions of the SEBI LODR Regulations and Companies Act, 2013 for the
year 2024-25 are given in Corporate Governance Report, which forms part of the Annual Report.

32. GENERAL DISCLOSURES

According to Board of Directors, there were no disclosure or reporting required in respect of the following items as there were
no transactions on these items during the year under review:

1. Details relating to issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and
Company’s operation in future.

3. No Change in the nature of the Business.

4. No fraud has been reported by the Auditors to the Audit Committee.

5. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

33. CAUTIONARY STATEMENT

Certain statements presented in this Directors’ Report and Management Discussion and Analysis Report, encompassing the
Company’s objectives, projects, estimates, and expectations, may be considered “forward-looking statements” under applicable
laws and regulations. It’s important to acknowledge that the actual results may deviate from these expectations and forward¬
looking statements due to an array of risks and uncertainties. Actual results could differ materially from those expressed or
implied. These factors include but are not limited to raw material availability and its prices, cyclical demand and, changes in
Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts
business and other ancillary factors.

34. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels
through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its
suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks
upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company’s endeavor
to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.

By Order of the Board
For Sportking India Limited

(Munish Avasthi)

Place: Ludhiana Chairman & Managing Director

Date: 02.08.2025 DIN: 00442425

Regd. Office:

Village Kanech, Near Sahnewal
GT Road, Ludhiana-141120 (Punjab)

---

Mar 31, 2024

The Directors of your Company are pleased to present their 35^th Annual Report on the affairs of the Company together with Financial Statement of the Company for the year ended 31^st March, 2024.

1. CORPORATE OVERVIEW AND INFORMATION

The Company was incorporated in in 1989 and emerged as one of India''s leading textile company & owns 3 state-of-the-art manufacturing facilities in India equipped with latest machinery, producing yarns that are a benchmark in quality. The company produces well diversified range of grey and dyed textile yarns to cater to the demands of weaving and knitting industry in domestic as well as international markets. With presence in more than 30 countries, Sportking India Ltd. is representing India on a world stage with a commitment to deliver superior quality products among evolving trends in customer preferences.

2. FINANCIAL RESULTS

The Financial Statements of the Company for the year ended 31st March, 2024 had been prepared in accordance with Indian Accounting Standards (Ind AS). The financial performance of your Company for Financial Year(s) 2023-24 and 2022-23 are as under:

(Rupees in Lakhs)
Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations (Net)	237714.19	220502.30
Other Income	3570.55	1152.42
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) and Exceptional Items	24086.26	29035.00
Interest and Financial Expenses	5907.29	2304.89
Profit before Depreciation, Amortization, Tax (PBDT) and Exceptional Items	18178.97	26730.11
Depreciation and Amortization	8588.54	4815.00
Profit before Tax (PBT) and Exceptional Items	9590.43	21915.11
Exceptional Items	0.00	2965.31
Profit before Tax (PBT)	9590.43	18949.80
Provision for Tax
-Current Tax	2158.61	4887.18
-Prior Period Tax	(50.45)	7.64
-Deferred Tax	447.71	856.78
Profit after Tax (PAT)	7034.56	13198.20
Other Comprehensive Income (Net of Tax of Rs. 4.29 Lakhs in Current Year and Rs. 24.22	12.74	72.00
Lakhs in previous year)
Total Comprehensive Income for the year	7047.30	13270.20
Earnings Per Equity Share (In Rs.)
-Basic	54.97	99.33
-Diluted	54.97	99.33

3. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT BUSINESS REVIEW Economic Outlook

The world economy to continue growing at 3.2 percent during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies—where growth is expected to rise from 1.6 percent in 2023 to 1.7 percent in 2024 and 1.8 percent in 2025—will be offset by a modest slowdown in emerging market and developing economies from 4.3 percent in 2023 to 4.2

percent in both 2024 and 2025. The forecast for global growth five years from now—at 3.1 percent—is at its lowest in decades. Global inflation is forecast to decline steadily, from 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually.

The overall risks around the outlook are becoming better balanced, but substantial uncertainty remains. High geopolitical tensions remain a significant near-term adverse risk, particularly if the evolving conflicts in the Middle East were to intensify and disrupt energy and financial markets, pushing up inflation and reducing growth. Further reductions in inflation may also be slower than expected if cost pressures and margins remain elevated, particularly in services. This could result in slower-than-expected reductions in policy interest rates, exposing financial vulnerabilities and potentially generating a sharper slowdown in labour markets.

Another key downside risk is that the future impact of higher real interest rates proves stronger than anticipated. Debt-service burdens are already high and could rise further as low-yielding debt is rolled over, or as fixed-term borrowing rates are renegotiated. Some sectors, particularly commercial real estate, remain hard pressed and corporate bankruptcies and defaults are now above pre-pandemic levels in several countries, posing risks to financial stability. Growth could also disappoint in China, either due to the persistent weakness in property markets or smaller-than-anticipated fiscal support over the next two years, although activity could be stronger than expected if fiscal support is extensive or well-targeted.

On the upside, demand growth could prove stronger than expected, especially in advanced economies if households and corporates draw more fully on the savings accumulated during the pandemic. Continued strong labour force growth in many countries might also enable inflation to fall more quickly than anticipated. Against this backdrop, the key policy priorities are to ensure a durable reduction in inflation, establish a fiscal path that will address rising pressures, and undertake reforms to raise sustainable and inclusive growth in the medium term.

Amidst the global challenges, the Indian economy has stayed resilient and has emerged as the fastest growing major economy of the world in FY2024 for the third successive year. Indian economy remained resilient with robust 7.6% growth rate of GDP in FY 2023- 24 over and above 7% growth rate in FY 2022-23. India has been a key growth engine for the world, contributing 16% to the global growth in 2023.

Headline inflation has been on a moderating path during FY2024 with food price pressures interrupting the descent even as core inflation softened across its goods and services components. Industrial and farm input price pressures remain muted and organized sector wage growth stayed steady. Average CPI inflation stood at 5.4% in FY2024 as compared to 6.7% in FY2023. The prospects of fixed investment remain bright with business optimism, healthy Corporate and Bank balance sheets, robust government capital expenditure and signs of upturn in the private capex cycle.

The International Monetary Fund (IMF) has raised India''s growth forecast for 2024-25 to 6.8% from 6.5% on the back of strong domestic demand and a rising working- age population. Double-digit growth rate of Construction sector (10.7%), followed by a good growth rate of Manufacturing sector (8.5%) have boosted the GDP growth in FY 2023-24. Private consumption in in the first half of FY 2023-24 was the highest since FY15 and this led to a boost to production activity resulting in enhanced capacity utilization across sectors.

Textile Outlook

The textile market size has grown strongly in recent years. It will grow from $638.03 billion in 2023 to $689.54 billion in 2024 at a compound annual growth rate (CAGR) of 8.1%. The growth witnessed in the historical period can be ascribed to factors such as the expansion of the global population, heightened demand for man-made fibers, government initiatives supporting the textile industry, robust economic growth in emerging markets, and the implementation of restrictions on plastic usage. The textile market size is expected to see strong growth in the next few years. It will grow to $903.45 billion in 2028 at a compound annual growth rate (CAGR) of 7.0%. The anticipated growth in the upcoming period can be attributed to factors such as the continued increase in global population and urbanization, the rapid expansion of e-commerce, heightened expenditure on leisure activities, the growing retail penetration, increased internet accessibility and smartphone usage, and a rising preference for contactless delivery solutions.

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy and showed a strong recovery from the COVID-19 pandemic shock. The textile and apparel industry is an integral part of India''s economy contributing approximately 2.3% to the GDP, 13% to industrial production and 12% to exports, according to Invest India. It is also the second largest employer in the country offering employment to 45 million people and 100 million in allied industries.

World cotton production is projected to reach nearly 117 million bales in 2024/25 (up by 4.6 million bales). Growing moderately at an average 1.5% per year, it is estimated to increase by 18.4 million bales, or 16% above 2023/24, to around 130.7 million bales by 2033/34. By 2033/34, leading cotton producers are projected to be China (24%), India (22%), Brazil (13%), United States (11%), Pakistan (6%), and Australia (5%). Global cotton consumption is projected at 114.3 million bales in 2024/25 (up by 1.8 million bales). It is estimated to grow by about 17.2 million bales over the projection period, or 15% above 2023/24, growing at a modest rate of 1.5% per year.

For Indian textile industry, this fiscal year was one of the most challenging years, posing challenges like raw material availability, price volatility, diminishing demand, capacity under-utilization and dumping of imported fabrics and garments from China and Bangladesh. The buying by the US and EU has remained quite low and that too for an unusually longer period, which has affected the exports badly and emerged as a drag on growth. India''s textile export declined further in FY 2023-24 to US$ 34.4 billion. This is a consecutive decline year on year after the boom immediately after Covid. Geo-political issues across the major markets and higher interest rate to regulate inflation are cited as the prime reasons for the decline. Indian Textile & Apparel export dwindled approx. 3% from last year''s value of US$ 35.5 billion while if compared to US$ 41 billion of FY 2021-22, the fall in export is whopping 16%. Readymade garments which constitute around 42% of the export basket declined 10% in 2023-24 to US$ 14.5 billion. Among the export markets, North America topped with US$ 11 billion, followed by Europe at US$10 billion while West Asia and North Africa contributed US$ 4 billion.

The only silver lining is that export of Cotton Yarn, Fabrics, Made-ups and Handloom products witnessed a significant increase of US$ 740 billion in FY 2023-24 over the previous fiscal. Also, apparel export is expected to perform better in current financial year from the dismal performance of last year. Apart from the geopolitical unrest and high interest rate, escalated logistic costs due to Red Sea crisis have also played a spoilsport affecting textile exports.

The domestic industry had been consistently demanding the imposition of MIP to restrict the influx of cheaper synthetic fabric. The alleged dumping of synthetic fabric, especially from China, based on under-invoicing practices, was causing significant damage to the domestic synthetic fabric industry. During a Textile Advisory Group (TAG) meeting in the Government had assured the industry that the issue of undervalued imports of knitted fabrics would be addressed within a few months. The enforcement of MIP provides much-needed relief to an industry that has suffered from this practice for years and is seen as a crucial step in protecting the domestic industry and ensuring a fair marketplace for all stakeholders. The decision is expected to effectively curb the import of undervalued synthetic knitted fabrics being dumped into India, thus encouraging the industry to continue upholding the standards to foster growth, innovation, and prosperity within the textile sector.

Federation of Indian Export Organizations (FIEO) said, the overall western economy has taken a hit, especially in terms of recession in some parts of the globe. “This has caused a drop in consumer confidence in those countries. The persisting Red Sea crisis has escalated sea freight by about 100%, while air freights have gone up by up to 200% due to the demand for ferrying goods through air cargo. However, the fall in textile exports is being corrected since the decrease in exports between FY22. The Apparel Exports Promotion Council (AEPC), expressed optimism for a recovery, citing recent months'' improvements and anticipated benefits from FTAs signed between India, the UK, and the EU, along with government initiatives like the PLI Scheme and PM MITRA Park to boost production capabilities

The Interim Budget 2024 saw Rs. 1,000 crore higher allocations for the textile and apparel sector. Of the total allocation of Rs. 4,392.85 crore compared with Rs. 3,443.09 crore last year, the Budget provided Rs. 600 crore for the procurement of cotton by the Cotton Corporation of India (CCI) under the price support scheme. The allocation for the Remission of Duties and Taxes on Exported Products (RoDTEP) scheme has seen a 5.8% increase, while the Remission of State Levies on Exported Products (RoSCTL) has seen a substantial 10% boost. On a positive note, the allocation for the PM Mitra scheme stands at Rs 300 crore. The budget also demonstrates a commendable commitment to the development of technical textiles and research and development (R&D). This emphasis on investment in these areas is indicative of a forward-thinking approach to bolstering the textile industry.

This FY 2024-25 dawns, the signs of revival seen in the US market have raised the hopes for exports to improve in the upcoming months. According to rating agencies, India''s textiles industry is expected to rebound in calendar year (CY) 2024 on three tailwinds: consistent improvement in domestic demand, gradual recovery in exports and balancing raw material prices. As per the Experts after experiencing contraction for a year, textile production and exports are trotting back to normal. A steady reduction of inventory pileup during the holiday season in the West continues to drive export demand. With improving consumer demand big retailers in the overseas markets will have to restock inventory, leading to improvements in the order flow.

The Company is dealing in the Yarn Segment only and Company is persistently facing such challenges and is taking necessary steps to strengthen its export/ indigenous market operations with more value added/ sustainable yarn products/customer base.

Further the Company has adequate liquidity and financial resources to meet its operational requirements, financial commitments/ service of debt obligations and statutory liabilities as per indications available as on date.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes) in key financial ratios (change of 25% or more as compared to the immediately previous financial year. The detail is as under:-

Ratio (s)	Unit	31st March, 2024	31st March, 2023	Changes (%)	Remarks
Debtor Turnover Ratio	Days	56	40	-40.00	Due to improvement in collection period.
Inventory Turnover Ratio	Days	98	61	-60.65	Due to Increase in Raw material Inventory Stocks.
Interest Coverage Ratio	Times	4.08	12.59	-67.59	Mainly due to reduction in EBIDTA margins along with Increase in Utilization of Working Capital Limit for Stocking of raw Coon Bales
Current Ratio	Times	1.85	2.63	-29.65	As Current Assets increased mainly due to increase in Inventories and Trade Receivables, on the other hand current liabilities also increased due to increase in short term borrowings, but increase is current liabilities was comparatively higher than increase in current Assets. Therefore, current ratio was lower than last year.
Debt Equity Ratio	Times	0.97	0.53	83.01	Due to increase in short term borrowings and utilization of reserves for buy back.
Operating Profit Margin	%	6.42	10.92	-41.20	Net profit during the year was lower as compared to last year mainly due to low sales price of yarn as compared to last year
Net Profit Margin	%	2.96	5.99	-50.58
Return on Net Worth	%	7.81	14.75	-47.05

Ratios where there has been a significant change as compared to previous year

The company had achieved EBIDTA/Sales ratio of 10.13% during FY 2023-24 vis -a-vis EBIDTA/Sales ratio of 13.17% in the previous FY 2022-23 which has decreased mainly due to decrease in yarn prices as compare to previous financial year. The current year net profit after tax is Rs. 7034.56 Lakhs against previous year net profit after tax of Rs. 13198.20 Lakhs which was down by almost 46.70% due to due to rising depreciation and finance cost.

FINANCIAL ANALYSISProduction/Revenue

The year started on a very sombre note with many headwinds faced by our industry like expensive raw materials, supply chain issues, inventory accumulation with the whole chain. Even though the Company has earned revenue from operation of Rs. 237714.19 Lakhs, a growth of 7.80% year to year. During the year under review, the company has achieved production of 80845 M.T. of Cotton/Synthetic Yarn against previous year production of 61769 M.T. which had increased by 23.60% due to increase in spindle capacity by almost 35%. The company has achieved a gross turnover/operating income of Rs. 237714.19 Lakhs (including export incentives of Rs. 5736.23 Lakhs) as compared to Rs. 220502.30 Lakhs (including export incentives of Rs. 4507.46 Lakhs) in the previous year. The values of the exports were at Rs. 111949.81 lakhs in the current year as compared to Rs. 100232.08 Lakhs in the previous year.

Profitability

During the year under review, the Company had achieved Earning before Depreciation, Interest, Tax and Amortization (EBIDTA) of Rs. 24086.26 Lakhs with EBIDTA/Sales ratio of 10.13% during FY 2023-24 as compared to Rs. 29035.00 Lakhs with EBIDTA/ Sales ratio of 13.17% in the previous FY 2022-23 which has decreased mainly due to decrease in yarn prices as compare to previous financial year. The cost of interest had increased to Rs. 5907.29 Lakhs as compared to Rs. 2304.89 Lakhs in the previous year due to Increase in Utilization of Working Capital Limit on account of Stocking of raw cotton Bales.

The Company earned profit before tax of Rs. 9590.43 Lakhs as compared to previous year Rs. 18949.80 Lakhs. After providing for current tax of Rs. 2158.61 Lakhs (Previous year Rs. 4887.18 Lakhs), Prior Period Tax of negative value of Rs. 50.45 Lakhs (Previous Year Rs. 7.64 Lakhs) Deferred tax liabilities of Rs. 447.71 lakhs (Previous Year of Rs. 856.78 Lakhs), there was a net profit after tax of Rs. 7034.56 Lakhs against previous year net profit after tax of Rs. 13198.20 Lakhs. Total Other Comprehensive Income for current financial year is Rs.12.74 lakhs as compared to Rs. 72.00 Lakhs in previous year and the net profit after tax and other comprehensive income was Rs. 7047.30 Lakhs as compared to previous year net profit after tax and other comprehensive income of Rs. 13270.20 Lakhs. The company earned gross cash profit (before tax) of Rs. 18178.97 Lakhs against Rs. 23764.80 Lakhs in the previous year and cash profit (after current taxes) of Rs. 16070.81 Lakhs against Rs. 18869.98 Lakhs in the previous year.

During the year review the company status got upgraded by Ministry of Commerce industry from a Three Star Export House to Four Star Export House. In the upcoming financial year, company will continue to evaluate all options on expanding capacity and exploring new markets and strengthening our domestic presence and introducing new yarns in our repertoire.

RESOURCE UTILISATIONFixed Assets

The net Block of Property, Plant and Equipment as at 31st March, 2024 was Rs. 78584.27 Lakhs as compared to Rs. 75696.44 Lakhs in the previous year which has increased on account of installation of Solar Power Plant. The Capital work in progress was nil for year ended 31st March, 2024 as compared to Rs. 662.07 Lakhs in the previous year.

During this year, capacity expansion of spindles, which we have fully integrated in existing capacity. Now total spindles count stands 378576 Spindles. All phases of rooftop solar power plant completed and total capacity stands at 25 megawatts.

Current Assets and Current Liabilities

The current assets as on 31st March, 2024 were Rs. 115496.66 Lakhs as against Rs. 78491.84 Lakhs in the previous year. Inventory level was at Rs. 64504.71 Lakhs as compared to the previous year level of Rs. 37197.82 Lakhs. Trade Receivables level was at Rs. 35606.32 Lakhs (including Bill discounted/Negotiated of Rs.3538.79 Lakhs) as compared to the previous year level of Rs. 23369.00 Lakhs (including bill discounted/Negotiated of Nil Lakhs). The current liabilities as on 31st March 2024 were Rs.62469.23 Lakhs as against Rs. 29813.40 Lakhs in the previous year.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below:

(Rupees in Lakhs
Particulars	FY 2023-24	FY 2022-23
Cash & Cash Equivalents
Beginning of the year	1155.56	53.54
End of the year	144.58	1155.56
Net Cash provided/ (used) by:
Operating Activities	-23579.49	51969.41
Investing Activities	-4561.20	-39185.48
Financial Activities	27129.71	-11681.91

CREDIT RATING

CRISIL Ratings Limited had upgraded/assigned the following credit rating of the Company:

Sr No.	Name of the Facility	Rating on 06.06.2023 (Reaffirmed)	Rating on 30.08.2023 (Enhanced Bank Debt from Rs. 835 crore to Rs. 1000 Crore)
1.	Long Term Rating	CRISIL A/Stable(Reaffirmed)	CRISIL A/ Stable(Reaffirmed)
2.	Short Term Rating	CRISIL A1(Reaffirmed)	CRISIL A1(Reaffirmed)

Further all the External Credit ratings is available on Company''s website i.e. www.sportking.co.in

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors

5. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent through superior learning. This is critical pillar to support the organization''s growth and its sustainability in the long run. During the year under review, the company enjoyed cordial relationship with workers and employees at all levels.

6. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not Applicable

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

Not Applicable

8. DIVIDEND

The Board has recommended a Final Dividend of Rs. 5/- per equity share of face value of Rs. 10/- each on fully paid equity shares amounting to Rs. 635.36 Lakhs and 5% on Non-Cumulative Non- Convertible Redeemable Preference Shares of face value of Rs. 10/- each amounting to Rs. 34.16 Lakhs for FY 2023-24. Dividend on equity shares is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The Dividend will be paid to members whose names appear in the register of members as on record date and in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by NSDL and CDSL as beneficial owners as on that date.

The provisions of Section 125(2) of the Companies Act, 2013 relating to Transfer of Unclaimed Dividend to Investor Education and Protection Fund do not apply as there was no dividend declared and paid by the company in the past 7 years. The Company had formulated a Dividend Distribution Policy and is annexed hereto as “Annexure A” and forms part of this Report. The Policy is also available on Company''s website i.e. https://sportking.co.in/wp-content/uploads/2022/07/Dividend-Distribution-Policy-SIL. pdf

Shareholders may kindly note that pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 effective April 01, 2024, dividend payments shall be withheld in case of shares held in physical mode where any of the KYC details viz PAN, choice of Nomination, Contact details, Mobile number, Bank details and Specimen signatures are not updated as on the record date for payment of dividend. Further, pursuant to SEBI Circular- SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023, intimation in this regard has been sent to the shareholders holding shares in physical mode about the need for Updation of KYC details. Shareholders are requested to update the KYC details by submitting the relevant ISR forms duly filled in along with self-attested supporting proofs. The forms can be downloaded from the websites of the Company and the RTA.

9. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2024 stood at Rs. 1286.80 Lakhs divided into 12707200 Equity Shares of the face value of Rs. 10/- each (Rs. 1270.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares minus Amount of Rs. 58.00 lakhs paid on buyback of Equity shares) vis-a-vis Rs. 1344.80 Lakhs as at 31st March, 2023 divided into 13287200 Equity Shares of the face value of Rs. 10/- each (Rs. 1328.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares).

Further, after obtaining the approval from the Board of Directors on January 28, 2023, the Company has initiated buyback process in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 in respect of buyback of 5,80,000 equity shares having face value of Rs.10/-each from the Shareholders of the Company on proportionate basis by way of tender offer route at a price of 950/- per share for an aggregate amount of Rs. 5510 lakhs (8.01% of the aggregate paid-up equity share capital and free reserves as per the latest audited financial statements of the Company for the financial year ended March 31, 2022) . The buy-back process has been completed on 17th April, 2023.

The paid up 5% Redeemable Non-Cumulative Non-Convertible Preference Shares Capital as at 31st March, 2024 stood at Rs. 683.20 Lakhs divided into 68,32,000 Preference shares of face value Rs. 10/- each vis-a-vis Rs. 683.20 Lakhs as at 31st March, 2023 divided into 68,32,000 Preference Shares of face value of Rs. 10/- each.

During the year under review, the Company has not issued any equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Further subject to the approval of members of the Company and statutory authority(ies) if any, the Board of Directors at its Meeting held on 20th July 2024 has approved, the sub-division/ split of equity shares of the Company, such that 1 (one) equity share having face value of Rs. 10/- (Rupees ten only) each, fully paid-up, be sub-divided into 10 (ten) equity shares having face value of Rs. 1/- (Rupee one only) each, fully paid- up ranking pari-passu in all respects with effect from such date as may be fixed for this purpose by the Board (“Record Date”).

In the opinion of the Board of Directors, the proposed sub-division/ spilt will make the equity shares of the Company more affordable and is expected to encourage participation of investors at large and therefore it is in the best interest of the investors and the Company.

The sub-division/ split of equity shares of the Company as aforesaid will require alteration to the existing Capital Clause i.e., Clause V of the Memorandum of Association of the Company. There will not be any change in the amount of authorised, subscribed, issued and paid-up share capital of the Company on account of sub-division/ split of the equity shares. Further, such sub-division/ split shall not be construed as reduction in share capital of the Company, in accordance with the applicable provisions of the Companies Act, 2013.

10. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary /Associate/Joint Venture Companies.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder, the disclosure relating to the CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as “Annexure B” and forms part of this Report.

The CSR Policy of the Company may be accessed on the Company''s website at the link: https://sportking.co.in/wp-content/ uploads/2022/07/CSR-Policy.pdf

13. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy formulated under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has been duly approved by the Board of Directors with an objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Policy on Risk Management may be accessed on the Company''s website at the https://sportking.co.in/wp-content/uploads/2022/07/Risk-Management-Policv.pdf.

14. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length basis. Omnibus Approval was obtained on yearly basis in respect of transaction which is repetitive in nature. All the Related Party transactions are placed before the Audit Committee and the Board for review and approval on quarterly basis.

During the year under consideration, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is annexed as “Annexure-C”. Details of all RPTs are mentioned in the notes to financial statements forming part of the Annual Report.

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, submits the disclosures of Related Party transactions to stock exchange and also publishes the same on its website. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the https://sportking.co.in/pdf/Related-Partv-Transaction-Policv.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

The company has not given any loans, guarantees or made investments under the provisions of Section 186 of the Companies Act, 2013.

16. DIRECTORS

In accordance with the Articles of Association of the Company and as per the provision of Section 152 of the Companies Act, 2013, Mrs. Anjali Avasthi (DIN: 06911970), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

In the last Annual General Meeting of the Company held on 16^th September, 2023, shareholders of the company through special resolution had re-appointed Dr. Sandeep Kapur as Independent Director of the Company for a second term of five consecutive years w.e.f. 17^th September, 2023 till the conclusion of Annual General Meeting to be held in the year 2028 and he shall not liable to retire by rotation.

The Company has received declarations from all Independent Directors confirming that they meet the relevant independence criteria as laid down in Section 149(6) of the Companies Act, 2013 as well as the Regulation 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board also confirms that all the Independent Director on the Board of the Company are registered with the Indian Institute of Corporate Affairs (IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfills the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

17. KEY MANAGERIAL PERSONNEL

The following are the Key managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with rule 3 and 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name	Designation
1.	Mr. Munish Avasthi	Managing Director
2.	Mr. Sandeep Sachdeva	Chief Financial Officer
3.	Mr. Lovlesh Verma	Company Secretary

18. AUDIT COMMITTEE

The Company had an Audit Committee of the Board of Directors, the members of which are Mr. Prashant Kochhar, Dr. Sandeep Kapur, Mrs. Harpreet Kaur Kang and Mr. Naresh Kumar Jain. Mr. Prashant Kochhar is the Chairman of the Committee.

The Committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 177 of The Companies Act, 2013.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, Board Meetings and Audit Committee Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole, review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013, the Board of the directors has constituted Nomination and Remuneration Committee who has framed a policy in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the criteria for their selection and appointment which is stated in the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices

Pursuant to Section 177(9/10) of the Companies Act, 2013 and regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower policy for vigil mechanism for directors and employees reporting for unethical behavior, fraud and mismanagement or violation of Company''s code of conduct.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The detailed Policy on Whistle Blower/Vigil Mechanism as approved by the Board may be accessed from the Company''s website at the link: https://sportking. co.in/wp-content/uploads/2022/07/Whistle-Blower-Policv.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, color, marital status and sex.

The Company has in place Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee for redressal of grievances regarding sexual harassment received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reason able 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 of the Company for the year ended on 31^st March, 2024.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITORS AND THEIR REPORT STATUTORY AUDITORS

The Members of the Company in their Annual General Meeting held on 30^th September, 2022 had re-appointed M/s. SCV & Co, LLP, Chartered Accountants (Firm registration No. 000235N/N500089) as Statutory Auditors of the Company for a further period of five years from the conclusion of forthcoming Annual General Meeting till the conclusion of the 38^th Annual General Meeting to be held in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Statutory Auditors of the Company had submitted Auditors'' Report on the accounts of the Company for the Financial Year ended 31st March, 2024. There is no audit qualification reservations or adverse remarks or disclaimer in the said financial statements. The comments in the Auditors'' Report read with Notes to Accounts are self- explanatory and do not call for any further explanation.

SECRETARIAL AUDITORS

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s Sunny Kakkar and Associates, Company Secretaries (FCS NO - 10111, CP NO-12712) to carry out Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended 31st March, 2024 is annexed as “Annexure-D” to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations.

Further the Board of Directors in its Meeting held on 27^th April, 2024 and pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s Sunny Kakkar and Associates, Company Secretaries (FCS NO - 10111, CP NO-12712) as Secretarial Auditor to conduct Secretarial Audit for the Financial Year 2024-25.

COST AUDITORS

M/s R.R. & Company, Cost Accountants had submitted Cost Audit Report along with Annexure for the Financial Year ended 31st March, 2024. There is no a qualification reservation or adverse remarks or disclaimer in the said report.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s R.R. & Company, Cost Accountants, (Firm Registration No. 000323) as Cost Auditor to audit the cost accounts of the Company''s for the Financial Year 2024-25. As required under provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2023-24 has been uploaded on Company''s website at www.sportking.co.in.

22. LISTING OF SECURITIES

The fully paid up 12707200 Equity Shares (face Value of Rs. 10/- each) of the Company are listed on BSE Limited and National Stock Exchange of India Limited (NSE) for trading as on 31.03.2024. The Company has also paid the listing fees for financial year 2024-25 to BSE and NSE within the prescribed due time.

23. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. The company conducts operation in such a manner as to ensure safety of all concerned, compliances of environmental regulations and prevention of various natural resources. The Company has successfully completed the commissioning of 15.2 MW Rooftop Solar Power Project at Ludhiana and Bathinda Unit and now the total capacity of the solar stands at 25.2 megawatts. Rooftop solar power helps in reducing of greenhouse gas emissions and also reduced Company''s dependency on external sources.

24. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public. Hence, the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in “Annexure-E” of this report.

26. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure F” of this report.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING(BRSR)

The Business Responsibility & Sustainability Report for the year ended 31st March, 2024 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed to this report as “Annexure-G” and also available on the Company''s website.

28. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior Manager Personnel in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against

bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

29. CORPORATE GOVERNANCE

The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. GENERAL DISCLOSURES

According to Board of Directors, there were no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and Company''s operation in future.

3. No Change in the nature of the Business.

4. No fraud has been reported by the Auditors to the Audit Committee.

5. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

32. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates and also seek their co-operation in future too. Your Directors also record their appreciation of the services rendered by the employees of the Company.

---

Mar 31, 2023

The Directors of your Company are pleased to present their 34^th Annual Report on the affairs of the Company together with Financial Statement of the Company for the year ended 31^st March, 2023.

1. CORPORATE OVERVIEW AND INFORMATION

The Company was incorporated in in 1989 and emerged as one of India''s leading textile company & owns 3 state-of-the-art manufacturing facilities in India equipped with latest machinery, producing yarns that are a benchmark in quality. The company produces well diversified range of grey and dyed textile yarns to cater to the demands of weaving and knitting industry in domestic as well as international markets. With presence in more than 30 countries, Sportking India Ltd. is representing India on a world stage with a commitment to deliver superior quality products among evolving trends in customer preferences.

2. FINANCIAL RESULTS

The Financial Statements of the Company for the year ended 31st March, 2023 had been prepared in accordance with Indian Accounting Standards (Ind AS). The financial performance of your Company for Financial Year(s) 2022-23 and 2021-22 are as under:

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations (Net)	220502.30	215401.18
Other Income	1152.42	2415.12
Earnings before Interest , Depreciation, Tax and Amortization (EBIDTA) and Exceptional Items	29035.00	61984.58
Interest and Financial Expenses	2304.89	2857.81
Profit before Depreciation, Amortization , Tax (PBDT) and Exceptional Items	26730.11	59126.77
Depreciation and Amortization	4815.00	4385.91
Profit before Tax (PBT) and Exceptional Items	21915.11	54740.86
Exceptional Items	2965.31	0.00
Profit before Tax (PBT)	18949.80	54740.86
Provision for Tax -Current Tax	4887.18	13852.65
-Prior Period Tax	7.64	(31.62)
-Deferred Tax	856.78	(5.09)
Profit after Tax (PAT)	13198.20	40924.92
Other Comprehensive Income (Net of Tax of Rs. 24.22 Lakhs in Current Year and Rs. 45.09 Lakhs in previous year)	72.00	134.09
Total Comprehensive Income for the year	13270.20	41059.01
Earnings Per Equity Share (In Rs.) -Basic	99.33	308.00
-Diluted	99.33	308.00

3. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT BUSINESS REVIEW Economic Outlook

The global economy is experiencing a broad-based and sharper-than-expected slowdown, with inflation at its highest in decades. The COVID-19 pandemic, financial tightening, Russia''s invasion of Ukraine, and the cost-of-living crisis are contributing to the economic challenges. In most of the major economies, inflation touched record high due to unprecedented increase in commodity prices and supply disruptions. Due to the stubbornness in inflation, major central banks continued to tighten their monetary policy, but now at a slower pace. Global growth is forecast to slow significantly in the coming years, with advanced economies expected to be impacted the most.

The rapid rise in interest rates, to put inflation on a downward path and anticipated to slow the economic activity, have contributed to stress in parts of the financial system, raising financial stability concerns. The recent failures of banks in the United States and the collapse of confidence in Credit Suisse, a globally significant bank, have roiled financial markets, with bank depositors and investors re-evaluating the safety of their holdings and shifting away from institutions and investments perceived as vulnerable.

Though inflation has receded with central banks raising interest rates, underlying price pressures are proving sticky, with labour markets being tight in several economies. In parallel, debt levels remain high, limiting the ability of fiscal policymakers to respond to new challenges. Commodity prices have moderated, but the elevated geopolitical tensions are the key risks. However, earlier than expected opening of China is easing supply chain disruptions and renewing hopes for moderate economic recovery.

Rates have begun to ease, but core inflation is stickier than anticipated and shows signs of picking up. The pressure on many households remains acute, and the cost of living to stay at crisis levels in numerous countries throughout 2023. The recent banking instability has complicated efforts to deal with runaway prices. The central banks now face a trade-off between managing inflation and maintaining financial sector stability. A similar proportions expect central banks to struggle to reach their inflation target.

Considering these developments, IMF in its “World Economic Outlook” released in April 2023, global growth will bottom out at 2.8 percent this year before rising modestly to 3.0 percent in 2024. Global inflation will decrease, although more slowly than initially anticipated, from 8.7 percent in 2022 to 7.0 percent this year and 4.9 percent in 2024%. India''s growth continues to be resilient despite some signs of moderation in growth. World bank in its economic outlook report notes that although significant challenges remain in the global environment, India was one of the fastest growing economies in the world. India is currently 5th largest economy in the globe and aspires to be the 3rd largest economy by 2027-28.

The overall growth remains robust and is estimated to be 6.9 percent for the full year with real GDP growing 7.7 percent year-on-year during the first three quarters of fiscal year 2022-23. There were some signs of moderation in the second half of FY 2022-23. Growth was underpinned by strong investment activity bolstered by the government''s capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around 6.7 percent in FY 2022-23 but the current-account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

The Indian Rupee has moved in an orderly manner in the calendar year 2022 and continues to be so in 2023 as well. This reflects the strength of domestic macroeconomic fundamentals and the resilience of Indian economy to global spill-overs. The government''s thrust on capital expenditure, increased capacity utilization in manufacturing, double digit credit growth and the moderation in commodity prices are expected to bolster manufacturing and investment activity.

The Monetary Policy Committee (MPC) at its meeting in June 2023 decided to keep the policy rates unchanged after a series of hikes in FY23. It may be expected that Interest rates are likely to soften considerably from current levels and bonds will perform well this year generating capital gains over and above the coupon rates. The macro-and micro-prudential measures taken by RBI to prevent build-up of financial vulnerabilities are now more on identifying the root cause rather than dealing with the symptoms alone.

Looking ahead, real GDP growth is projected at 6.5% in FY2024 (RBI), with economic activity backed by improving rural demand, the Government''s thrust on infrastructure spending, revival in corporate investment, healthy bank credit, and moderating commodity prices.

Textile Outlook

The global textile market grew from $573.22 billion in 2022 to $610.91 billion in 2023 at a compound annual growth rate (CAGR) of 6.6%. The Russia-Ukraine war disrupted the chances of global economic recovery from the COVID-19 pandemic, at least in the short term. The war between these two countries has led to economic sanctions on multiple countries, a surge in commodity prices, and supply chain disruptions, causing inflation across goods and services and affecting many markets across the globe. The textile market is expected to grow to $755.38 billion in 2027 at a CAGR of 5.5%.

The Indian textile industry is the second largest producer of MMF Fibre after China. India is the 3rd largest exporter of Textiles & Apparel in the world. India''s textiles and clothing industry is one of the mainstays of the national economy. Major textile and apparel export destinations for India are USA, EU-27 and UK, accounts for approximately 50% of India''s textiles and apparel exports. The sector holds importance from the employment point of view as well. It provides direct and indirect employment and source of livelihood for millions of people including a large number of women and rural population. The sector has perfect alignment with Government''s key initiatives of Make in India, Skill India, Women Empowerment and Rural Youth Employment.

India''s overall exports touched new heights to reach $770.18 billion, registering a growth of 13.84 per cent year-on-year. Merchandise exports registered highest ever annual exports of $447.46 billion, at a growth of 6.03 per cent. The exports were noted at $422 billion during 2021-22. Exports of readymade garment (RMG) of all textiles increased by 1.10 per cent to $16,191.47 million in fiscal 2022-23 (April 2022 to March 2023), as per the data released by the department of commerce under India''s ministry of commerce and industry. The exports of cotton yarn, fabrics, made-ups, and handloom products declined by 28.45 per cent to $10,946.20 million in 2022-23 from $15,298.02 million in the corresponding period of the previous fiscal.

India''s textile industry faces tough times as international consumers cut spending on non-essentials and import orders of both textiles and garments contract worldwide. This leaves the sector vulnerable. It can no longer be denied that the $200 billion textile and apparel industry is facing a crisis as consumers in the United States, Europe and other big markets have cut spending on clothing following a surge in inflation after the war in Ukraine.

Cotton has a prominent share in the textile manufacturing sector. India has the distinction of having the largest area under cotton cultivation which is about 38% of the world area under cotton cultivation and is one of the largest producer of cotton in the world accounting for about 22% of the world cotton production. However cotton yield is still lower against the world average yield. The increasing applications and usage of cotton in various industries are driving the demand for cotton from many countries across the globe.

Despite a slowdown in demand for various sectors, Indian exporters are optimistic about a strong performance in 2023-24. They expect exports to rise by 11-13 per cent, with cotton textile and apparel exporters expecting 8-10 per cent year-on-year growth. The industry is hopeful for a full recovery in business after July, relying on the recovery of advanced markets and an improved order book. As per CRISIL SME Tracker, in FY24, cotton yarn prices are projected to fall almost 15 per cent due to a high base and subdued export demand and this will affect price realization. The textiles sector could see a moderation in revenue growth in 2023-24 (FY24) as export demand, which usually accounts for a fourth of the total market, is expected to be limited due to a slowdown in US and Europe. However, domestic demand is expected to grow at a steady pace.

The new budget for 2023-24 contains a sizeable increase in grants for the textile industry, with a total allocation of Rs. 4,389.34 crore. The total allocation for the sector is an impressive 22.6% higher than the previous year''s budget and shows the government''s commitment to aiding the growth of the sector. Additionally, there have been allocations of funds towards programs such as National Technical Textiles Mission (NTTM), PM-MITRA and textile development cluster scheme, which are designed to promote capacity building and investments in this area. All in all, this financial support should create a favorable environment for the continued success of India''s textile industry.

The government has allocated a 38% increase in the allocation of Technology Up gradation Funds (ATUFs), going from Rs.650 crore in 2022-23 to Rs.900 crore in 2023-24. This will enable quicker payment for pending cases, allowing the textile industry to stay up to date with necessary materials and supplies. The Increased allocation to both RoDTEP and RoSCTL have also been increase as well as a corpus of Rs 9,000 crore revamping credit guarantee schemes which aims provide collateral free guaranteed credit worth RS 2 lakh crore. Additionally, a cluster-based value chain approach with Public Private Partnership (PPP) is being implemented to enhance productivity of extra-long staple (ELS) cotton by connecting farmers, states, and industries together through sources, services, and market linkages

The Company is dealing in the Yarn Segment only and Company is persistently facing such challenges and is taking necessary steps to strengthen its export/ indigenous market operations with more value added/ sustainable yarn products/customer base. Further the Company has adequate liquidity and financial resources to meet its operational requirements, financial commitments/ service of debt obligations and statutory liabilities as per indications available as on date.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes) in key financial ratios (change of 25% or more as compared to the immediately previous financial year. The detail is as under:-

Ratio (s)	Unit	31st March, 2023	31st March, 2022	Changes (%)	Remarks
Debtor Turnover Ratio	Days	40	71	43.66	Due to improvement in collection period.
Inventory Turnover Ratio	Days	61	88	30.68	Due to decrease in Raw material Inventory Stocks.

Ratio (s)	Unit	31st March, 2023	31st March, 2022	Changes (%)	Remarks
Interest Coverage Ratio	Times	12.59	21.68	-41.92	Mainly due to reduction in EBIDTA margins are comparatively less in FY 2022-23 as compared to FY 2021-22
Current Ratio	Times	2.63	1.70	54.71	As current borrowings were reduced substantially, on the other hand inventories and Trade Receivables were also reduced but decrease in current assets was comparatively lower than decrease in current liabilities. So consequently current ratio improved.
Debt Equity Ratio	Times	0.52	0.70	24.76	Due to reduction in current borrowings as well as increase in Capital base of the company because of profits.
Operating Profit Margin	%	8.36	24.98	-66.53	Profit/EBIDTA margins are comparatively less in FY 2022-23 as compared to FY 2021-22 mainly due to increase cost of Raw Material consumed.
Net Profit Margin	%	5.99	19.00	-68.42
Return on Net Worth	%	14.75	53.50	-72.43

Ratios where there has been a significant change as compared to previous year

The company had achieved EBIDTA/Sales ratio of 13.17% during FY 2022-23 vis -a-vis EBIDTA/Sales ratio of 28.78% in the previous FY 2021-22 which has decreased due to increase in the cotton prices as compare to previous financial year. The current year net profit after tax is Rs. 13198.20 Lakhs against previous year net profit after tax of Rs. 40924.92 Lakhs which was down by almost 68% due to higher cotton prices, inflationary pressures and low demand for clothing and apparel.

FINANCIAL ANALYSIS

Production/Revenue

Despite facing headwinds in the last financial years, the company has achieved its highest ever revenue of Rs. 2205 Crs, a growth of 2% year to year. During the year under review, the company has achieved production of 61769 M.T. of Cotton/ Synthetic Yarn against previous year production of 59856 M.T. which had increased by 3.20%. The company has achieved a gross turnover/operating income of Rs. 220502.30 Lakhs (including export incentives of Rs. 4507.46 Lakhs) as compared to Rs. 215401.18 Lakhs (including export incentives of Rs. 5108.47 Lakhs) in the previous year. The values of the exports were at Rs. 100232.08 lakhs in the current year as compared to Rs. 122002.37 Lakhs in the previous year.

Profitability

During the year under review company had achieved Earning before Depreciation, Interest, Tax and Amortization (EBIDTA) of Rs. 29035.00 Lakhs with EBIDTA/Sales ratio of 13.17% during FY 2022-23 as compared to Rs. 61984.58 Lakhs with EBIDTA/ Sales ratio of 28.78% in the previous FY 2021-22 which were declined due to higher cotton prices, low demand for clothing and apparel and reduction in yarn prices in international market. The cost of interest had come down to Rs. 2304.89 Lakhs as compared to Rs. 2857.81 Lakhs in the previous year due to lower availment of fund based working capital limits and repayment of term loans.

The Company earned profit before tax of Rs. 18949.80 Lakhs as compared to previous year Rs. 54740.86 Lakhs. After providing for current tax of Rs. 4887.18 Lakhs (Previous year Rs. 13852.65 Lakhs), Prior Period Tax of Rs. 7.64 Lakhs (Previous Year negative of Rs. 31.62 Lakhs) Deferred tax liabilities of Rs. 856.78 lakhs (Previous Year negative of Rs. 5.09 Lakhs) there was a net profit after tax of Rs. 13198.20 Lakhs against previous year net profit after tax of Rs. 40924.92 Lakhs. Total Other Comprehensive Income for current financial year is Rs. 72.00 lakhs as compared to Rs. 134.09 Lakhs in previous year and the net profit after tax and other comprehensive income was Rs. 13270.20 Lakhs as compared to previous year net profit after tax and other comprehensive income of Rs. 41059.01 Lakhs. The company earned gross cash profit (before tax) of Rs. 23764.80 Lakhs against Rs. 59126.77 Lakhs in the previous year and cash profit (after current taxes) of Rs. 18869.98 Lakhs against Rs. 45305.74 Lakhs in the previous year.

RESOURCE UTILISATION Fixed Assets

The net Block of Property, Plant and Equipment as at 31st March, 2023 was Rs. 75696.44 Lakhs as compared to Rs. 38164.71 Lakhs in the previous year which has increased on account of expansion project. The Capital work in progress was at Rs. 662.07 Lakhs as at 31.03.2023 as compared to 7322.88 Lakhs in the previous year.

Current Assets and Current Liabilities

The current assets as on 31st March, 2023 were Rs. 78491.84 Lakhs as against Rs. 105809.40 Lakhs in the previous year. Inventory level was at Rs. 37197.82 Lakhs as compared to the previous year level of Rs. 52189.14 Lakhs. Trade Receivables level was at Rs. 23369.00 Lakhs (including Bill discounted/Negotiated of Nil Lakhs) as compared to the previous year level of Rs. 41112.88 Lakhs (including bill discounted/Negotiated of Rs. 16278.24 Lakhs). The current liabilities as on 31st March 2023 were Rs. 29813.40 Lakhs as against Rs. 62136.40 Lakhs in the previous year.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below:

(Rupees in Lakhs)

Particulars	FY 2022-23	FY 2021-22
Cash & Cash Equivalents
Beginning of the year	53.54	82.98
End of the year	1155.56	53.54
Net Cash provided/ (used) by:
Operating Activities	51969.41	9563.09
Investing Activities	-39185.48	-10283.69
Financial Activities	-11681.91	691.16

The company is utilizing cash accruals for meeting term loans repayment commitments and building of net working capital funds etc.

EXPANSION PROJECT

The company has successfully commissioned two additional capacity projects in the last one year. The first phase of 40,800 spindles of manufacturing of polyester cotton yarn in quarter second, and the second phase of 63,072 spindles in the end of quarter four. This has taken overall production/installed capacity of the company to 3,78,576 spindles. So in last one year, company added almost 35% capacity. Further In endeavor to contribute to the environment, company in process of implementation of additional 15 MW Rooftop Solar Power Project which is going as per schedule and is expected to be fully commissioned by September 2023 and thus lead to some cost savings.

CREDIT RATING

CRISIL Ratings Limited had upgraded/assigned the following credit rating of the Company:

Sr No	Name of the Facility	Rating on 25.04.2022 (Upgraded)	Rating on 19.09.2022 (Assigned/upgraded)	Rating on 06.06.2023 (Assigned/upgraded)
1.	Long Term Rating	CRISIL A/Stable	CRISIL A/ Stable(Reaffirmed)	CRISIL A/ Stable(Reaffirmed)
2.	Short Term Rating	CRISIL A1	CRISIL A1(Reaffirmed)	CRISIL A1(Reaffirmed)

Further all the External Credit ratings is available on Company''s website i.e. www.sportking.co.in

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has internal audit department to oversee internal control systems and procedures to ensure efficiency of decisions for optimum utilization and protection of resources and compliance with applicable statutory laws and regulations and internal policies. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism.

The Risk Management Committee maintains an oversight on the Company''s risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Company''s operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are mentioned in the Management Discussion and Analysis Report.

5. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent through superior learning. This is critical pillar to support the organization''s growth and its sustainability in the long run. During the year under review, the company enjoyed cordial relationship with workers and employees at all levels.

6. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not Applicable

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

Not Applicable

8. DIVIDEND

No dividend was declared by the Company for the Financial Year 2022-23. The provisions of Section 125(2) of the Companies Act, 2013 relating to Transfer of Unclaimed Dividend to Investor Education and Protection Fund do not apply as there was no dividend declared and paid by the company in the past 10 years. The Company had formulated a Dividend Distribution Policy and is annexed hereto as “Annexure A” and forms part of this Report.

The Policy is also available on Company''s website i.e. www.sportking.co.in.

9. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2023 stood at Rs. 1344.80 Lakhs divided into 13287200 Equity Shares of the face value of Rs. 10/- each (Rs. 1328.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares) vis-a-vis Rs. 1344.80 Lakhs as at 31st March, 2022 divided into 13287200 Equity Shares of the face value of Rs. 10/- each (Rs. 1328.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares).

Further after obtaining the approval from the Board of Directors on January 28, 2023, the Company has initiated buyback process in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 in respect of buyback of 5,80,000 equity shares having face value of Rs.10/-each from the Shareholders of the Company on proportionate basis by way of tender offer route at a price of 950/- per share for an aggregate amount of 5510 lakhs (8.01% of the aggregate paid-up equity share capital and free reserves as per the latest audited financial statements of the Company for the financial year ended March 31, 2022) . The buy-back process has been completed on 17th April 2023.

During the FY 2022-23 the Company had redeemed 31,85,200, 5% Non-Convertible Non-Cumulative Redeemable Preference Shares having face value of Rs. 10/- each (8,85,200 Preference Shares issued during FY 2006-07 and 23,00,000 Preference Shares issued during FY 2010-11 at premium of Rs. 25/- per Share ) at a premium of Rs. 90/- per share. The paid up Redeemable Preference Shares Capital as at 31st March, 2023 stood at Rs. 683.20 Lakhs divided into 68,32,000 Preference Shares face value of Rs. 10/- each vis-a-vis Rs. 1001.72 Lakhs as at 31st March, 2022 divided into 10017200 Preference Shares face value of Rs. 10/- each.

During the year under review, the Company has not issued any equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

10. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary /Associate/Joint Venture Companies.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder, the disclosure relating to the CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as “Annexure B” and forms part of this Report.

The CSR Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Company''s website at the link: www.sportking.co.in

13. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy formulated under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has been duly approved by the Board of Directors with an objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Policy on Risk Management may be accessed on the Company''s website at the www.sportking.co.in.

14. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length basis. Omnibus Approval was obtained on yearly basis in respect of transaction which is repetitive in nature. All the Related Party transactions are placed before the Audit Committee and the Board for review and approval on quarterly basis.

During the year under consideration, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Details of all RPTs are mentioned in the notes to financial statements forming part of the Annual Report

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015, submits the disclosures of Related Party transactions to stock exchange and also publishes the same on its website. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the www.sportking.co.in.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

The company has not given any loans, guarantees or made investments under the provisions of Section 186 of the Companies Act, 2013.

16. DIRECTORS

In accordance with the articles of association of the Company and as per the provision of Section 152 of the Companies Act, 2013, Mr. Naresh Kumar Jain (DIN: 00254045), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

In the last Annual General the company held on 30^th September 2022, shareholders of the company through special resolution had re-appointed Mr. Munish Avasthi and Mr. Naresh Kumar Jain as Managing Director and Wholetime Director of the Company for three years starting from 01^st October 2022.

Further in the last Annual General the company held on 30th September 2022, shareholders of the company through special resolution had appointed Mrs. Anjali Avasthi (DIN: 06911970) as Non-Executive Non Independent Director of the Company.

Based on the recommendations given by the Nomination and Remuneration Committee the Board of Director in its meeting held 22^nd July 2023 and subject to approval of the shareholder in ensuing Annual General Meeting it is proposed to re-appoint

Dr. Sandeep Kapur (DIN: 07016726) as an Independent Director for second term of five (5) consecutive years till the conclusion of Annual General Meeting to be held in the year 2028 and he shall not be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

The Company has received declarations from all Independent Directors confirming that they meet the relevant independence criteria as laid down in Section 149(6) of the Companies Act, 2013 as well as the Regulation 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board also confirms that all the Independent Director on the Board of the Company are registered with the Indian Institute of Corporate Affairs(IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

17. KEY MANAGERIAL PERSONNEL

The following are the Key managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with rule 3 and 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1.	Mr. Munish Avasthi	Managing Director
2.	Mr. Sandeep Sachdeva*	Chief Financial Officer
3.	Mr. Lovlesh Verma	Company Secretary

* The Board of Directors on the recommendations of the Audit Committee and Nomination and Remuneration Committee had appointed Mr. Sandeep Sachdeva as a Chief Financial Officer and KMP of the Company in its Meeting held on 21^st March, 2023.

18. AUDIT COMMITTEE

The Company had an Audit Committee of the Board of Directors, the members of which are Mr. Prashant Kochhar, Dr. Sandeep Kapur, Mrs. Harpreet Kaur Kang and Mr. Naresh Kumar Jain. Mr. Prashant Kochhar is the Chairman of the Committee.

The Committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 177 of The Companies Act, 2013.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, Board Meetings and Audit Committee Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole, review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013, the Board of the Directors has constituted Nomination and Remuneration Committee who has framed a policy in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the criteria for their selection and appointment which is stated in the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices

Pursuant to Section 177(9/10) of the Companies Act, 2013 and regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Whistle Blower Policy for Vigil Mechanism for Directors and employees reporting for unethical behavior, fraud and mismanagement or violation of Company''s code of conduct.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The detailed Policy on Whistle Blower/Vigil Mechanism as approved by the Board may be accessed from the Company''s website at the link: www.sportking. co.in

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and all women employees whether permanent, temporary or contractual are covered. During the year under review, no complaints were reported to the Board.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reason able 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 of the Company for the year ended on 31^st March, 2023.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITORS AND THEIR REPORT STATUTORY AUDITORS

The Members of the Company in their Annual General Meeting held on 30^th September, 2022 had re-appointed M/s. SCV & Co, LLP, Chartered Accountants (Firm registration No. 000235N/N500089) as Statutory Auditors of the Company for a further period of five years from the conclusion of forthcoming Annual General Meeting till the conclusion of the 38^th Annual General Meeting to be held in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Statutory Auditors of the Company had submitted Auditors'' Report on the accounts of the Company for the Financial Year ended 31st March, 2023. There is no audit qualification reservations or adverse remarks or disclaimer in the said financial statements. The comments in the Auditors'' Report read with Notes to Accounts are self- explanatory and do not call for any further explanation.

SECRETARIAL AUDITORS

M/s Sunny Kakkar and Associates, Company Secretaries (FCS NO - 10111, CP NO-12712) have carried out the Secretarial Audit for the Financial Year ended March 31,2023 and their Secretarial Audit Report in Form No. MR-3 is annexed herewith as “Annexure C”. There is no audit qualification, reservations or adverse remarks or disclaimer in the secretarial audit report during the year under review.

The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s Sunny Kakkar and Associates, Company Secretaries (FCS NO - 10111, CP NO-12712) as Secretarial Auditor to conduct Secretarial Audit for the Financial Year 2023-24.

COST AUDITORS

M/s R.R. & Company, Cost Accountants had submitted Cost Audit Report along with Annexure for the Financial Year ended 31^st March, 2023. There is no a qualification reservation or adverse remarks or disclaimer in the said report.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s R.R. & Company, Cost Accountants, (Firm Registration No. 000323) as Cost Auditor to audit the cost accounts of the Company''s for the Financial Year 2023-24. As required under provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2022-23 has been uploaded on Company''s website at www.sportking.co.in.

22. LISTING OF SECURITIES

The National Stock Exchange of India Limited (NSE) has granted the listing approval for 13287200 Equity Shares (face Value of Rs. 10/- each) each vide their letter No. NSE/LIST/92 dated 22^nd August, 2022. The Equity shares of the Company are now also listed and admitted to dealings on the National Stock Exchange w.e.f. 24^th August, 2022.

The fully paid up 13287200 Equity Shares (face Value of Rs. 10/- each) of the Company are listed on Bombay Stock Exchange (BSE) Limited and National Stock Exchange of India Limited (NSE) for trading as on 31.03.2023. The Company has also paid the listing fees for financial year 2023-24 to BSE and NSE.

23. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. The company conducts operation in such a manner as to ensure safety of all concerned, compliances of environmental regulations and prevention of various natural resources. The Company has successfully completed the commissioning of 10.2 MW Rooftop Solar Power Project at Bathinda Unit and is in the process of implementation of additional 15 MW Rooftop Solar Power Project at it Bathinda and Ludhiana Unit for captive power consumption which will reduce greenhouse gas emissions and reduced Company''s dependency on external sources.

24. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public. Hence, the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in “Annexure-D” of this report.

26. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure E” of this report.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING(BRSR)

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, with effect from the Financial Year 2022-23, the top one thousand listed entities based on market capitalization shall submit a Business Responsibility And Sustainability Report(BRSR) in the format as specified by the Board from time to time.

We would like to inform you that Company has been included in the list of top 1000 listed companies by National Stock Exchange of India Limited on the basis of market capitalization as on 31st March, 2023 as per the list released by them in Current FY 2023-24. Accordingly, the Company has attached the Business Responsibility and Sustainability Report (BRSR) Reporting as per “Annexure F ” and forms part of this Annual Report.

28. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior Manager Personnel in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

29. CORPORATE GOVERNANCE

The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. GENERAL DISCLOSURES

According to Board of Directors, there were no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and Company''s operation in future.

3. No Change in the nature of the Business.

4. No fraud has been reported by the Auditors to the Audit Committee.

5. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors

32. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates and also seek their co-operation in future too. Your Directors also record their appreciation of the services rendered by the employees of the Company.

By Order of the Board For Sportking India Limited

(Munish Avasthi)

Place: Ludhiana Chairman & Managing Director

Date: 22.07.2023 DIN: 00442425

Regd. Office:

Village Kanech, Near Sahnewal GT Road, Ludhiana-141120 (Punjab)

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Mar 31, 2018

Dear Members

The Directors of your company are pleased to present their Twenty Ninth Annual Report on the affairs of the company together with Audited Accounts of the Company for the year ended 31st March, 2018

1. FINANCIAL RESULTS

The financial statements of the Company for the year ended 31st March, 2018, are the first financial statement of the Company which have been prepared in accordance with the provisions of Indian Accounting Standards (Ind AS) Rules 2015. The financial statements for the year ended 31st March, 2017 and transition date of 1st April, 2016 have been restated in accordance with Ind AS for comparative information.

The financial performance of your Company for the year 2017-18 & 2016-17 are as under:

(Rupees in Lakhs)

Particulars	2017-18	2016-17
Revenue from Operations	105467.42	101552.73
Other Income	1287.83	1409.65
Profit before Depreciation, Interest and Tax (PBDIT)	11420.20	13255.90
Finance/Interest Cost	2904.77	4011.06
Profit before Depreciation and Tax (PBDT)	8515.43	9244.84
Depreciation and Amortisation Expense	5627.39	5773.86
Profit before Tax (PBT)	2888.04	3470.98
Provision for Tax Current Tax	1745.48	2030.81
Prior Period Tax	-148.28	60.00
Deferred Tax	-625.00	-798.00
Profit after Tax (PAT)	1915.84	2178.17
Other Comprehensive Income (Net of Tax of Rs. -8.83 Lakhs in Current Year and Rs. 2.25 Lakhs in Previous Year)	16.69	-4.25
Total Comprehensive Income	1932.53	2173.92
Earnings Per Share (In Rs.) Basic	53.80	61.17
Diluted	53.80	61.17

2. MANAGEMENT''S DISCUSSION AND ANALYSIS BUSINESS REVIEW

Economic Outlook

After a prolonged slowdown, the Global Economic Growth accelerated to 3.3% in the year 2017. It was the best year for the global economy since the global financial crisis of 2008 with low inflation underpinning rapid growth. Growth in the year 2018 is also expected to remain robust at 3.7% which may possibly represent a peak as global growth encounters new bumps. The advanced economies witnessed expansion owing to increased investments and manufacturing output. Similarly, key emerging markets and developing economies, including Brazil, China and India, posted strong upward momentum with projected growth of 4.5% in the year 2018 and moving forward to 4.7% in the year 2019.

During financial year 2017-18, the Indian economy exhibited signs of turnaround, with most macroeconomic indicators pointing towards sustained recovery. notwithstanding the challenges posed by the lingering effect of demonetization, implementation of Goods and Services Taxes (GST) and rising real interest rate, India became the fastest growing economy in the world, even surpassing China in the second half. As per the provisional estimates released by the Central Statistical Organization (CSO), India''s Gross Domestic Product (GDP) grew by a healthy 6.7% y-o-y in 2017-18, albeit slower compared to 7.1% in the previous year. GDP growth was largely driven by robust performance of the services sector, which grew by 7.9% yo-y as against 7.7% y-o-y in the previous year. Despite headwinds, industry growth was also steady at 5.5% y-o-y compared to 5.6% y-o-y previously. Within industry, manufacturing growth slowed to 5.7% y-o-y (prior 7.9%) on account of a transient drag on coal and cement industry.

The level of exports from India reached to a level of USD 303 Billions with a growth of 9.8% in FY2017-18, the highest growth in six years. With a higher rise in imports, overall trade deficit reached to USD 162 Billions. With the ongoing global trade recovery, exports can strongly contribute to the growth story; however, this calls for focus on better infrastructure, affordable capital and improved labour productivity. On a positive note, strong private consumption and services are expected to continue to support economic activity. The private investment is expected to revive as the corporate sector adjusts to the GST regime and infrastructure spending increases.

The year 2017-18 was also a year of structural reforms with the implementation of GST, major thrust on Insolvency and Bankruptcy proceedings and Government''s massive bank recapitalization plan. The reform initiatives have already helped the India jump 30 spots in World''s Ease of Doing Business Ranking and will help the economy anchor to a robust and sustained growth trajectory.

Textile Outlook

India''s textiles sector is one of the oldest industries in Indian economy dating back several centuries. Even today, textiles sector is one of the largest contributors to India''s exports with approximately 13 per cent of total exports. The textiles industry is also labour intensive and is one of the largest employer. The textile industry employs about 105 million people directly and indirectly. India''s overall textile exports during FY 2017-18 stood at US$ 37.74 billion. The Indian Textile Industry contributes approximately 2 per cent to India''s Gross Domestic Product (GDP), 10 per cent of manufacturing production and 14 per cent to overall Index of Industrial Production (IIP). The Indian textiles industry, currently estimated at around US$ 150 billion, is expected to reach US$ 230 billion by 2020.

Along with the upbeat outlook for the global economy, the textile and apparel industry is also expected to witness growth across developed and emerging markets. While the apparel industry is still largely dominated by the European Union and the US, countries like China, India and Italy are emerging as key exporters of apparel and as future destinations for consumption.

The fundamental strength of the textile industry is its strong production base of wide range of fibre and yarns- from natural fibres like cotton, jute, silk and wool to synthetic and manmade fibres such as polyester, viscose, nylon and acrylic. The challenge here is the fluctuation in prices of the raw materials like wool and increase in oil prices which increase the input costs.

India remains the second largest exporter of Textile and Clothing (T&C) with a global share of 5%. Overall T&C exports in key Asian geographies have come down over the last few years primarily driven by lower exports for both China and India. Driven by rising labour cost and concerns over pollution, China has been losing its competitiveness in the global market. China''s declining market share has provided an opportunity for other key textile exporters to scale up, primarily through the garmenting route. Bangladesh''s exports have been growing rapidly and the country is currently the third largest textile exporter globally.

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. High economic growth has resulted in higher disposable income, which has led to rise in demand for products creating a huge domestic market. With consumerism and disposable income on the rise, the retail sector

The production of cotton in India is estimated to increase by 9.3 per cent year-on-year to reach 37.7 million bales in FY 2017-18. The total area under cultivation of cotton in India is expected to increase by 7 per cent to 11.3 million hectares in 2017-18, on account of expectations of better returns from rising prices and improved crop yields during the year 2016-17.Cotton prices remained volatile through the year impacting the profitability of the industry. However, Government of India has announced the Minimum Support Price to be at least 50% higher than the cost of production which could lead to strengthening of cotton price. Also, decreasing parity for imported cotton is likely to drive year-end inventory to a relatively tight position of less than 30 lakh bales and can keep the cotton prices at elevated levels.

India''s cotton yarn exports have witnessed a positive growth after three consecutive years. In 2017-18, India''s cotton yarn exports have totaled US$ 33.67 Billion with a growth of 2.5%. Cotton yarn commodity takes 48% share from total cotton exports of India. Exports to China have dropped, but it has still managed to remain the top importer for India''s cotton yarn. Bangladesh which is the second top most market increased its export value by 15.1%.

India Ratings and Research has maintained a stable outlook for cotton textiles and synthetics for fiscal 2018-19 as margins may expand due to softening in cotton prices, better consumer spending outlook and the low base effect of the last fiscal. However, the possible impact of pink bollworm on cotton and rising crude prices on synthetics are the constraints. Better margins, modest reduction in working capital requirements and subdued capital expenditure in the next fiscal will lead to an improvement in the overall credit profile in India.

The Indian government has come up with a number of export promotion policies for the textiles sector. It has also allowed 100 per cent FDI in the Indian textiles sector under the automatic route. The industry (including dyed and printed) attracted Foreign Direct Investment (FDI) worth US$ 2.82 billion during April 2000 to December 2017.

The Central Govt earmarked Rs 690 crore (US$ 106.58 million)for setting up 21 ready made garment manufacturing units in seven states for development and modernization of Indian Textile Sector. The revised rates for incentives under the Merchandise Exports from India Scheme (MEIS) for two subsectors of Textiles Industry - Readymade garments and Made ups - from 2 per cent to 4 per cent. The Government of India has taken several measures including Amended Technology Up-gradation Fund Scheme (A-TUFS), launch of India Handloom Brand and integrated scheme for development of silk industry, for the strategic enhancement of Indian textiles quality to international standards.

China''s slow investment in textiles and shift to high tech industries will have a positive impact on Indian exports in the coming years. Further, USA''s withdrawal from Trans-Pacific Partnership (TPP) and chances of termination of North American Free Trade Agreement (NAFTA) between USA - Canada - Mexico for free trade will increase their cost due to application of import duties amongst their countries. Consequently, Indian industry should have opportunity to promote its own exports.

Post GST, import duty has come down sharply, thus making imports cheaper for the domestic industry imports from China, Indonesia, Thailand and Bangladesh which has placed pressure on selling prices for the textile industry as a whole. Downward revision in duty drawback rates in general has added to the woes of the Indian Textile sector. The poor global retail sales and slow down of business in the domestic market, are matters of concern for the industry

An increasing crude price is likely to narrow the spread between cotton and synthetic yarns, thereby moderating the pace of switch to synthetics from cotton textiles. Operating margins of synthetics manufacturers may witness volatile margins due to fluctuations in crude price and delays in passing on cost inflation.

Uncertainties in global textile market regarding yarn prices, fluctuation in foreign currencies, disturbed countries crisis etc. leads to affect cotton procurement, product pricing, decline in demand & customer base. Additional tax levies in different forms may also affect profitability.

Your Company is persistently working hard to face such challenges by cost reduction, process improvements, minimizing wastage and improving productivity & quality in proximity to mitigate the growing cost pressure in our overall operations. We are moving ahead through our result oriented strategies for future sustainability & development.

FINANCIALANALYSIS

Production/Sales Review

During the year under review, the company achieved production of 44703 M.T. of Cotton/Synthetic Yarn against previous year production of 43248 M.T. showing an increase of about 3.36%. The company achieved a gross revenue/operating income of Rs. 105467.42 Lakhs (including exports/export incentives Rs. 1667.62 Lakhs) as compared to Rs. 101552.73 Lakhs (including exports/export incentives Rs. 1911.81 Lakhs) in the previous year showing a growth of about 3.85%.The value of the exports remained at the same level.

Profitability

The company achieved Gross Profit (Profit before depreciation, interest and income tax) of Rs.11420.20 Lakhs with ratio of 10.82% during FY 2017-18 as compared to Rs. 13255.90 Lakhs in the previous FY 2016-17 with ratio of 13.05% which has declined in FY 2017-18 due to decrease in price of finished product in H1 of FY 2017-18.The financial interest cost declined to Rs. 2904.77 Lakhs as compared to Rs. 4011.06 Lakhs in the previous year due to reduction in the interest of term loan borrowings and working capital borrowings as well as repayments of Term Loan installments.The company earned gross cash profit before tax ofRs. 8515.43 Lakhs against Rs. 9244.84 Lakhs in the previous year and cash profit after tax of Rs.7543.23 Lakhs against Rs.7952.03 Lakhs in the previous year. The profit before tax of Rs.2888.04 Lakhs as compared to previous year of Rs. 3470.98 Lakhs. After providing for current tax of Rs. 1745.48 Lakhs [Previous year Rs. 2030.81 Lakhs], Prior Period Tax of Rs. -148.28 Lakhs (Previous Year Rs. 60.00 Lakhs) Deferred tax liabilities of Rs. - 625.00 Lakhs (Previous Year Rs. -798.00 Lakhs) therewas a net profit after tax of Rs. 1915.84 Lakhs against previous year net profit after tax of Rs. 2178.17 Lakhs.

Total Other Comprehensive Income (Net of tax of Rs. -8.83 Lakhs) for current financial year Rs. 16.69 Lakhs as compare to Rs. -4.25 Lakhs (Net of tax of Rs 2.25 Lakhs) in previous financial and the net profit after tax and comprehensive income of Rs.1932.53 Lakhs as compare to Rs. 2173.92 Lakhs in previous year .

RESOURCE UTILISATION

Property, Plant & Equipment

The net Block Property, Plant and Equipment/ Capital work in Progress as at 31st March, 2018 was Rs. 31668.99 Lakhs as compared to Rs. 34785.16 Lakhs in the previous year.

Current Assets and Current Liabilities

The current assets as on 31st March 2018 were Rs. 48266.50 Lakhs as against Rs. 51020.91 Lakhs in the previous year. Inventory level was at Rs. 28134.57 Lakhs as compared to the previous year level of Rs. 30258.30 Lakhs. Trade Receivables level was at Rs. 13169.56 Lakhs (including Bill discounted/Negotiated FC/INR of Rs. 4574.03 Lakhs) as compared to the previous year level of Rs. 15353.78 Lakhs (including bill discounted/Negotiated FC/INR of Rs. 9573.14 Lakhs). The current liabilities as on 31st March 2018 were Rs. 44496.25 Lakhs as against Rs. 46363.70 Lakhs in the previous year. Trade payable level was at Rs. 3774.70 Lakhs as compare to the previous year level of Rs. 2143.45 Lakhs.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below:

(Rupees in Lakhs)

Particulars	2017-18	2016-17
Cash & Cash Equivalents
Beginning of the year	52.06	298.63
End of the year	80.89	52.06
Net Cash provided/ (used) by:
Operating Activities	13860.18	11090.10
Investing Activities	-3692.85	-488.79
Financial Activities	-10138.50	-10847.88

The company is utilizing cash accruals for meeting term loans repayment commitments, acquisition of balancing equipments/fixed assets and improvement of net working capital funds

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has internal audit department to oversee internal control systems and procedures to ensure efficiency of decisions for optimum utilization and protection of resources and compliance with applicable statutory laws and regulations and internal policies. Reports are submitted by the internal auditor to the Audit Committee of the Board and necessary action/recommendation are made there after by the said committee. Continuous efforts are being made to further improve and strengthen the internal control systems.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent through superior learning. This is critical pillar to support the organization''s growth and its sustainability in the long run. During the year under review, the company enjoyed cordial relationship with workers and employees at all levels.

3. CREDIT RATING

The ICRA has reaffirmed the rating "BBB " (pronounced ICRA Triple B plus) for long term borrowings and "A2" (pronounced ICRA A two) for short term borrowings, respectively on the basis of Audited Balance Sheet of FY 2017-18. Management believes that the Company''s liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements

4. DIVIDEND

No dividend was declared by the company for FY 2017-18. The provisions of Section 125(2) of the Companies Act, 2013 relating to Transfer of Unclaimed Dividend to Investor Education and Protection Fund do not apply as there was no dividend declared and paid by the company in the past 10 years.

5. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2018 stood at Rs. 341.30 Lakhs (Rs. 356.10 Lakhs minus Calls in Arrears of Rs. 14.80 Lakhs) divided into 3561000 Equity Shares of the face value of Rs. 10/- each which forms a part of Equity Share Capital as per Ind AS while the paid up Redeemable Preference Shares Capital as at 31st March 2018 stood at Rs. 8.52 Crores divided into 8516200 Preference Shares of Rs. 10/- each at premium, which forms a part of other Equity( Equity components of compound Financial instruments) / Borrowing (Non-current) (liability components of compound financial instrument) as per Ind AS. During the year under review, the Company has not issued any equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2018 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any subsidiary /associate/joint venture companies.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year is required to spend in every financial year at least 2% of the average net profits made during the three immediate preceding financial years on CSR activities.

The disclosure relating to the CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure A" and forms part of this Report.

9. BUSINESS RISK MANAGEMENT

The Board of Directors in their meeting has formulated Risk Management Policy of the Company. The aim of Risk Management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying type of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management policy may be accessed on the Company''s website.

10. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on dealing with related party transactions as approved by the Board maybe accessed on the Company''s website at the link:http://sportking.co.in/public/pdf/1520571645Policy%20on%20Ma.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans, guarantees or made investments under the provisions of Section 186 of the Companies Act, 2013.

12. DIRECTORS

In accordance with the provision of Section 152 of the Companies Act, 2013, Sh. Naresh Kumar Jain (DIN: 00254045), Executive Director of the company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, the members of which are Sh. Prashant Kochhar, Smt. Harbhajan Kaur Bal and Sh. Sunil Puri. Sh. Prashant Kochhar is the Chairman of the committee.

The committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 177 of The Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, Six Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The performance evaluation of the independent directors was completed. The performance evaluation of the Managing Directors and Non - Independent Directors were carried out by the independent directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of the directors has constituted Nomination and Remuneration Committee who has framed a policy in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the criteria for their selection and appointment which is stated in the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9-10) of the Companies Act, 2013 and regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower policy for vigil mechanism for directors and employees reporting for unethical behavior, fraud and mismanagement or violation of Company''s code of conduct. The details of the Policy are also posted on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reason able 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 of the Company for the year ended on 31st March, 2018.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors had prepared the annual accounts on a going concern basis.

v The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. AUDITORS AND THEIR REPORT

STATUTORY AUDITORS

At the 28th Annual General Meeting held on 9th September, 2017, M/s. S.C. Vasudeva & Company, Chartered Accountants, (Firm Registration Number 000235N) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years and subsequently. They have changed their firm name to M/S SCV & Co which was subsequently converted to SCV & Co. LLP and disclosure in this regard was duly made by the company to Bombay Stock Exchange Limited in accordance with the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended time to time.

The Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended 31st March, 2018.There is no audit qualification reservations/ or adverse remarks or disclaimer in the said financial statements. The comments in the Auditors'' Report read with Notes to Accounts are self- explanatory and do not call for any further explanation. As per the amended provisions of Section 139 of the Companies Act, 2013, ratification of the appointment of statutory auditors by the shareholders of the Company is not required now.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company appointed M/s B.K. Gupta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".

There is no audit qualification, reservations or adverse remarks or disclaimer in the secretarial audit report during the year under review.

COST AUDITORS

The Board of Directors has appointed M/s R.R. & Company, Cost Accountants, as the Cost Auditors of the Company to conduct Audit of the cost records of the company for the FY 2018-19. However, as per provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members. Accordingly, the remuneration to be paid to M/s R.R & Company, Cost Accountants, for financial year 2018- 19 is placed for ratification before the members at the Annual General Meeting.

14. EXTRACT OF ANNUAL RETURN

The details of the Extract of the Annual Return (Form MGT-9) is given in "Annexure C" of this report.

15. LISTING OF SECURITIES

The fully paid up Equity Shares of company are listed on Bombay Stock Exchange (BSE) Limited for trading. The Company has also paid the listing fees to BSE for financial year 2018-19.

16. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. The company conducts operation in such a manner as to ensure safety of all concerned, compliances of environmental regulations and prevention of various natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of loading complaints. During the year under review, no complaints were reported to the board.

17. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public except the interest free unsecured loan from the Promoter Director of the Company. Hence the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted

18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in "Annexure-D" of this report.

19. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure E" of this report.

20. PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

21. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior Manager Personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

22. CORPORATE GOVERNANCE

The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates. Your Directors also record their appreciation of the services rendered by the employees of the company.

By Order of the Board

(Raj Kumar Avasthi)

Place: Ludhiana Chairman

Date: 31.08.2018 DIN: 01041890

Regd. Office:

5/69, Guru Mansion, 1st Floor,

Padam Singh Road, Karol Bagh,

New Delhi - 110005

---

Mar 31, 2014

Dear Members,

The Directors of your company are pleased to present their Twenty Fifth Annual Report on the affairs of the company together with Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The summarized financial results for the year are as under:

Particulars 2013-14 2012-13

(Rs. in Crores)

Gross Turnover/Operating Income 1067.29 861.65

Profit before Interest, Depreciation & 170.91 136.86 Taxation

Less Interest (Net) 81.25 71.31

Profit before Depreciation & Taxation 89.66 65.55

Less: Depreciation 46.63 40.87

Net Profit before Taxation 43.03 24.68

Less Current Tax {Net of MAT Credit of

Rs. 9.02 crs.(Previous Year Rs. 5.05 Crs.) - -

Deferred Tax 15.59 (7.50)

Net Profit afterTax 27.44 32.17

Add: Surplus of Last Year 57.94 26.20

Less: Transfer to Capital Redemption Reserve 0.43 0.43

Surplus carried to Balance Sheet 84.95 57.94

3. DIRECTORS

According to the erstwhile provisions of the Companies Act, 1956 Sh. Ajay Chaudhry & Sh. Sunil Puri are liable to retire by rotation at this annual general meeting of the company but pursuant to the provisions of section 149 and schedule IV of the Companies Act, 2013 they as well as Dr. (Mrs.) Harbhajan Kaur Bal are being appointed as an Independent Directors of the Company.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March 2014 and the profit of the Company for the year ended 31st March 2014.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

5. AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, the members of which are Mr. Ajay Chaudhry, Dr. (Mrs.) H K Bal and Mr. Sunil Puri. Mr. Ajay Chaudhry is the Chairman of the committee. The committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per Clause 49 of the listing agreement read with section 177 of The Companies Act, 2013.

6. RISK MANAGEMENT - MANAGEMENT PERCEPTION

The textile business, like other businesses, is susceptible to various risks. The primary risk factor is raw material prices, mainly raw cotton and synthetic fibre, which is the largest component of cost. Since cotton is an agriculture produce, it suffers from climatic volatility in the major cotton producing countries the prices of synthetic fibre are based on the prices of petroleum products in the international market. This is turn creates uncertainties for textile manufacturers.

Another important issue is the availability, quality and price of power. The availability of good quality power at reasonable prices is critical for sustainability of the industry. However, the cost of power has been continuously increasing. The non-availability of skilled manpower along with high labour cost prevailing in the country is growing concern area for textile industry.

We are making all efforts to cope up with the challenges through continuous cost reduction, process improvements, diversification of products, training the workforce on the continued basis, and creating a stronger customer oriented approach.

7. AUDITORS

M/s. Rawla & Company, Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

8. AUDITORS' REPORT

The comments in the Auditors' Report read with Notes to Accounts are self explanatory and do not call for any further explanation.

9. PUBLIC DEPOSITS

The Company has not raised any deposits from the public except the interest free unsecured loan from Directors of the Company. Hence the provisions of Section 58A of the Companies Act, 1956 / Section 73 of the Companies Act, 2013 and the rules made under Companies (Acceptance of Deposits) Rules, 2014 with regard to the deposits accepted from the public are not attracted.

10. LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Ltd., New Delhi, The Ludhiana Stock Exchange Ltd., Ludhiana, The Ahmedabad Stock Exchange Ltd., Ahmedabad and The Madhya Pradesh Stock Exchange Ltd., Indore and the company has already paid listing fees of the stock exchanges for the financial year 2014-15. Since these regional stock exchanges are not fulfilling the eligiblity criteria as per SEBI Guidlines,the company is planning to go for Direct Listing on the other recognised stock exchange.

11. PARTICULARS OF EMPLOYEES

The information as required by the provision of the Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 is annexed hereto and forms part of this report.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required by the provisions of the Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

13. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors' Certificate is attached.

14. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates. Your Directors also record their appreciation of the services rendered by the employees of the company.

By Order of the Board

Raj Kumar Avasthi Place : Ludhiana Chairman Date : August 14,2014 DIN:- 01041890

Regd. Office : 5/69, Guru Mansion, 1st Floor, Padam Singh Road, Karol Bagh, New Delhi - 110005

---

Mar 31, 2013

Dear Member,

The Directors of yOur company are pleased to present their Twenty Fourth Annual Report on the affairs of the company together with Audited Accounts of the Company for the year ended 3',si March. 2013.

1. FINANCIAL RESULTS

The summarized financial results for the year areas under:

(Rs. in Crores)

Particulars 2012-13 2011-12

Gross Trunover Income 861.65 763.30

Profit before interest .depreciation & Taxation 136.86 62.57

Leu Interest (Net) 70.76 52.07

Profit before depreciation & Taxation 66.10 10.50

Less : Depreciation 40.88 25.81

Net profit before Taxation 25.22 15.31

Less: Provision forcurrent taxes 0.54 -0.02

Net Profit after current Taxes 24.88 (-) 15.23

Add: provision for deferred tax assets ( ) /Liabilities (-) 7.50 (-)10.73

Net profit after deferred taxation 32.10 (-)26.08

add: surplus of last year 26.19 52.63

Less. Transfer to Capital redemption reserve 0.43 0.43

Surplus carried to Balance sheet 57.84 26.18

2. MANAGEMENTS DISCUSSION AND ANALYSIS BUSINESS REVIEW ;

Global economic outlook has been improving and expected to grow above 3% in the ycar2013and4% in the year 2D14, though the growh i$ not uniform even among the developed countries. Private demand in USA has been growing giving stranglh to the recovery but similar indications are missing m EU. The driver of Uie devc'opod countries' growth is manly monetary easing which needs to be substituted with more fundamental forces to make it s ustai noble. The emerging economies especially in Asia are likely to grow sy 7% for next couple of years, which is lass than the g rowth rate achieved in the past. If is mainly dueto some slowdown m export sector of the leading economies like China end partially duo to the China's efforts to re-balance economy towards domestic consumption side. It is expected that such a move would strengthen the gnowlhfeKports of emerging economies in coming years.

The 12th Five Year plan of India targeis a growth rate of 9.6% for the manufacturing sector. The National Manufseluring Plan targets ar increase in manufaclurlng sector growth to 12-14% over die medium term. The mean, value of different GDP growth estimates of Indian economy shows that Indian economy may grow in the range of 5-6% in financial year 2013-14 The stubborn current account deficit, fiscal deficit and a lackluster performance gf manufacturing Sector especially catering to exports are some factors affecting the business climate and investor confidence mi (ho country adversely. Since the Textile Sector contributes about 12 par cent ol 1tie manufscluring Output, the growth oflhis sector is crucial to the realization of targets 'elating to total outpul and employ merit growth.

COTTON

During 2012-13. the International cotton prices benefited radically from me policies of the Chinese Government ft must be borne m mind that a large part of world cotton stocks are in the hands of the Chinese government. Though the future Chinese policies remain unclear, but it dees nut seem that the reserve cotton will be released in quantities large enough to significantly undermine domestic Chinese puces or intemstignsfl cotton prices. In 2012-13, global cotton produclxm is estimated at 26.4 million tons, down by 5%, while cotton mill use Is expected lo rise by 6% With consumplion anticipated at 23 $ milhon tons, Ihe global Slocks at the end of July 2013 are forecast at a record 17.9 million tons, up 19% from the3previous year In 2013-14, world area under cotton cultivation is likely to drop by 5-6% due to better prices available to farmers against alternative crop Globally, the cotton production is eslmated at around 25.5 millon Ions against consumption of about 24. S million tons The major increase in stock will happen in China whereas the world stock minus China is likely to be reduced.

The cation production in India in the current season (October- September) is estimeled to be around 34 million bales. The exports of cotton are estimated at 10 mil .ion bales as compared to 12.9 million bates in 2011-12. Domestic consumption of cotton ncreased by 13% as compared to test year Consequently, the closing slock of cotton is expected to gei substantially reduced. In 2013 14, it is anticipated that ttie area Lnder cotton cultivation in me country will reduce by around 6% again due to better margins in alternative crops. However, with, the lorecas' of normal end on time monsoons the ytefd is likely to be better than ihe year 2012-13.

COTTON YARN

Cotton yarn production in India increased by about 14% during the year 2012-13 Most Indian yarn manufacturers experienced high demand from domestic as well as export market, mainly from China, during 1be financial yea' 2012-13. Favorable policy environment, impraved demand supply position and favorable input costs were sonne of me aimer driving factors that led to improvements in margins. With lower Cotton prices, depreciating rupee, SlOw but steady pick up in domestic demand and continued demand of colton yam from China, yarn manufacturers expect to maintain their margins in Ihe coming quarters. Also, Fcieigr Direct Investmenl m multi brand retail is an opportunity that would unleash demand in Ihe long run

The Central Governmeni has also extended the benefits of Technology Upgradalion Fund Scheme for the 12th Five Year Plan of (2012-17) and envisaged a capital investment Of Fts- 144 &92 entires in the textile value chain activities during this period out of which capital investment of Rs. 41750 crates have been envisaged for spinning sector

EXPORTS

The textiles industry accounts tor nearly 11% share of Ihe country's total exports basket. Exports of Textiles 5 Clothing grew from USD 21.22 billion in 2098-09 to USD 22.41 billion in 2009-10 and have touched USD 27 47 billion ir 2910-11. In Ihe financial year 2011-12 (P). exports of textiles and clothing, has grown by 20 05% over Ihe financial year 2010-11 to touch USD31.31 billon in rupee/US$lenms, experts of readymade garmenls wifriessed the highest export share (39%) tollowed by Cotton Textiles (33%), and Man- Made Textiles (17%) during 2912-13 (April- December). Indy's textiles and dolnmg industry is also one of the largest contribut.ng sectors of I nd a's exports worldwide. The report or Working Group constituted by the Planning Commission on boosting India's manufactumg exports dunng 12th Five Year Plan (2012-17), envisages India's exports of Textiles and Clothmg at USD 64.11 billon by the end of March 2017

FINANCIAL ANALYSIS

PRODUCTION / SALES REVIEW

During the year under revew. your company achieved a production of 36364 MT of ooitonteyniheiic yam as compared to 29479 MT in the previous year showing an increase of about 39%. THE company ach.evad a gross tomtiverfoperatmg income of Fts Rtil 65 Crcres as compared to Rs. 763.39 Crores n Ihe previous year shewing a growth of about 12 96% The experts increased to Rs. 373.81 Crcres against Rs. 325.05 C i ores In the previous year showimg a growth of about 11.90%. The Company is recognized as 'Trading House' by Govt, of India.

PROFITABILITY

The company earned a gross profit of Rs. 136.BS Crcres having protitabilily.'sa ratio at 15 B-S % as compared to Rs. 62.67 Crones having profitability/ pates ratio of 819% In the previous year which has improved substantially with stable business environment and due tti better realisal(ons, procurement of raw cotton at the appropriate price, purchase of power at lower price under open access etc.

The -merest cost increased to Rs. 73 76 Crones as compared to Rs, 52 07 Crares in the previous year due to increase in interest rates and increased borrowings with the increased level of operations. The company earned gross cash profit bf Rs. 66.1(3 Crcres agansi cash profit of Rs. 19.50 Ogres in the previous year. After making provision of deprecation of Rs. 46.66 Crcres (Previous Year Rs 25.31 Crones), Income Tax cf Rs. 0.54 Cranes (Previous Year Rs - 0.02 Crones). and after providing for deferred tax assets of Rs. 7 50 Cfores (Previous Year Rs [-J10.79 Crates) there was a net prolil of Rs 32.1B Crwes against previous year net loss of Rs. 26.08- Crones After transfer of,Re. 0,43 Crores to Capital Redempfion R eserve, the su rplus n Lne Pro fit 4 Loss Appropriation Account stands at Rs. 57.S4 Crores

RESOURCE UTILISATION :

Fixed Assets

The Net Fixed Assels ( nclucmg wqii- n-progress] as at 31st March. 2013 were Rs 431.00 Crores as compared to Rs 400 05 Crones in the previous year as the company has completed a major part of Drown field project of 6153C spmdtes at Batfnnda.

Current Assets and Current Liabilities

The inventory level increased by Rs. 19 99Cngnes from Rs. 173.89 Crones at the end of the previous year lo Rs 193 80 Crores at the end or the year under review. The Sundry Debtors level decreased lo Rs 7fl 10 C rpres at the end Of Current year tfom Rs. 88.29 Crores aLtheend Of previous yearwhilprhe level of other current assets increased to Rs. -66 82 Ctores at the end at current year from Rs 44.,99 Crores at the end of previous year due to increased level of operations. The level of trade payablesrshort term borcowlngstother current liabilities end provisions has decreased to Rs. 393.79 Crs at the end of current year From Rs 437 07 Crs a1 the end of previous year, (hus improving the net working cap 1al position gf the company

LIQUIDITY S CAPITAL RESOURCES:

I he position of liquidity and capital resources is given below:

(Rs. in crores)

Particular 2012-13 2011-12

Cash & Cash Equivalents:

Beginning of the year 9.64 4.73

End of me year 9.26 9.64

Net Cash provided (used) by:

Operating Activities 61.91 70.33

investing Activities (67.50) (150.91)

Financial Activities 3.21 82.49

The company is utilizing cash accruals for meeting term loan commitments and acquisition of fixed assets

EXPANSION PROJECT

So far 40430 spindles have been commissioned out of the company's brownfield expansion project of 61536 spindles at Rathinda for manu.factuie of polyester cotton bierfoedfccmpati cotton yarn and the ^stalled capacity at the Company has increased to 1.79 Lacs soil'd es as on dale from 1.55 Lacs spindles as anaist March 2612 The implements on of tie balance 13056 spindles of the expansidr. project alongwiih additional 19534 spndles at a additional cosi of Rs 63.52 crores for the manufedure of compact cotton yam is at the final stage winch is expected to be commissioned m the current F Y 2913-14

INTERNAL CONTROL SYSTEM

The company has internal audit department to oversee internal control systems and procedures to ensu re efficiency of decisions for optimum utilizaLicn and protection of resources and compliance with applicable statutory laws and regulations and interna' policies. Quarterly reports are- submitted by the ntemal auditor to the Audit Committee erf the Board and necessary action recommendation are made thereafter by the said committee. Continuous efforts are being made lo further strengthen the internal oonlrel systems.

MATERIAL DEVELOPMENTS IN HUMAN

Resources r industrial relations

The Company recognizes its human resources as its most valuable asset The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The company recognizes the whole headed contribution by its committed worn force in bringing the Company to its present position The Company is employing over 3700 parsons. The Industrial Relations continues to be cordial.

3. DIRECTORS

Mr Raj Kumar Avaslhi Chairman curw Managing Director and Sin Mumsb Avasthi Managing Director of the company, retire by rotation at trie ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of trie Companies Act, 1956, the Directors confirm that:-

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently, and naive made judgments end estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2013 and the loss of the Company for the year ended on 31st March 2013.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis

5. AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, the members of which are Mr. Ajay Chaudhry, Dr. (Mrs) H. K. Bal and Mr. Sunil Pun, Mr, Ajay Chaudhry Is the Chairman of the comm,ties. The committee is empowered to look into al the matters related to finance and accounting and its terms of reference are as per Clause 49(H) of the listing agreement read with section 292A of The Compnies Act, 1956.

6. RISK MANAGEMENT - MANAGEMENT PERCEPTION

The textile business, like other businesses, is susceptible to various risks The primary risk factor is raw malerial prices, mainly raw cotton end synthetic fibre, which is the largest component of cost Since cotton is an agriculture produce, it suffers from climatic volatility in the major cotton producing countries the prices of synthetic fibre are based on the prices of petroleum products m the miemetionai market. This is turn creates uncertainties for textile manufacturers

Another important issue is the availability, quality and price of power The evailability of good qualily power al reasonable prices is critical Tor suslainahility of the industry However, the cost of power has been continuously increasing The non-availability of skilled manpower along with high labour cost prevailing in the counlry is growing concern area for textile industry.

Wo are making all efforts to cope up with the challenges through continuous cost reduction, process Improvements, diversification of products, training the workforce on the continued basis, and creating a stronger customer onented approach.

7. AUDITORS

M/s Rawla & Company, Chartered Accountants. New Delhi, being the auditors erf the Company retire at the forthcomeig Annual General Meeting of the Company and being eligible olfer themselves for re- appointment.

8. AUDITORS' REPORT

The comments in the Auditors' Report read with Notes to Accounts are self explanatory and do not call for any further explanation.

9. COST AUDITORS

The board of director^ has appointed Mis R.R. & Co., Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 233B of the Companies Act, 1956 read with Cost Audit Rules, 20H for the year 2013-14. The Cost Auditors' Report lor the financial year2012-13 will be forwarded to the Central Government as required under law.

10. PUBLIC DEPOSITS

The Company has not raised any deposits from the public except the interest free unsecured loan from Directors of the Company. Hence the provisions of Section 58A of the Companies Act 1956 and the rules made under Companies (Acceptance of Deposits})Rules, 1975 with regard to the deposits accepted from the public are not attracted

11- LISTING OF SECURITIES

The securities of the company are luted or The Delhi Stock Exchange Ltd., New Delhi, The Ludhiana Stock Exchange Ltd., Ludhiana. The Ahmedebed Stock Exchange Ltd., Ahmedabad and The Madbya Pradesh Stock Exchange Ltd Indore and the company has ebeedy paid listing fees of the stock exchanges for the financial year 2013-14

12, PARTICULARS OF EMPLOYEES

No employee is covered under ihe provisions of Section 217 (2A) of the Companies Acl 1B5B read with Companies (Particulars of Employees) Rules, 1975.

13, PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as requ red by the provisions of the Section 217 [1} (a) of the Companies Act 19S6 read with the Companies (Disclosure of particulars in Ihe Report of (hE Board or Directors) Rules 1988 is annexed fierelo and forms part of this Report

14. CORPORATE GOVERNANCE

A separate report on Corporate Governance eking with Auditors' Certificate is eilechetf.

15. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of me co-operation from Vie Bankers. Financial Instnulions and Government Bodies & Bus ness Associates Your D rectors also record their apprecahon of the services remdered by the employees of the company

By Order of the Board

Place : Ludhiana Raj Kumar Avasthi

Date ; September 1,2013 Chairman

Regd, Office: S/69, Guru Mansion, 1st Floor, Padam Singh Road, Karol Baijh, New Delhi - 110005

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Mar 31, 2012

Dear Members,

The Directors of your company are pleased to present their Twenty Third Annual Report on the affairs of the company together with Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The summarized financial results for the year are as under:

(Rs. in Crores)

Particulars 2011-12 2010-11

Gross Tumover/Operating income 767.73 418.95

Profit before Interest, Depreciation & 58.79 72.81 Taxation

Less interest (Net) 48.29 14.37

Profit before Depreciation & Taxation 10.50 58.44

Less: Depreciation 25.81 13.90

Net Profit before Taxation -15.31 44.54



Less: Provision for Current Taxes -0.02 11.96

Net Profit after Current Taxes -15.29 32.58

Add: Provision for Deferred Tax Assets -10.79 -3.38 ( ) /Liabilities (-)

Net Profit after Deferred Taxation -26.08 29.20

Add: Surplus of Last Year 52.70 23.78

Less: Transfer to Capital Redemption 0.42 0.28 Reserve

Surplus carried to Balance Sheet 2620 52.70

2. MANAGEMENTS DISCUSSION AND ANALYSIS BUSINESS REVIEW:

The economic slowdown in EU and USA has forced emerging economies to struggle for growth after experiencing weak performance in the FY 2010-11 and up to first half of FY 2011-12. Moreover, these tough economic conditions have not been compensated by surge in domestic demand in emerging economies.

So, the emerging and developing economies are expecting lower growth in the near future. India is also projected to grow in the range of 6% - 7% respectively due to major issues in EU and its banking system. In addition to global pressures on Indian economic performance, structural problems related to infrastructure, lower productivity levels and lack of policy reforms are other major concern areas. Moreover, higher inflationary pressures are also resulting in tighter monetary policies thereby restricting the industrial growth in India.

COTTON

The global cotton price which is largely a function of global demand and supply of cotton has been influenced by factors other than actual user demand and overall supply of cotton in 2011-12. The Chinese policy of accumulating cotton for strategic reserves and occasional policy decisions of Indian Government in relation to export of cotton has caused much volatility in cotton prices. The global cotton production is estimated at 27.16 million tons in 2011-12, which is expected to decline to 24.9 million tons in 2012-13 due to lower area under cotton cultivation in sync with moderation in global cotton prices to an extent. The 'global mill consumption of cotton is estimated at 22.7 million tons in 2011-12 and is projected to grow moderately in 2012-13.

YARN

Financial year 2011-12 was a year rampant with nervousness and unpredictability, which was not a conducive environment for business. The ban on the exports of cotton yarn in January, 2011 seriously impacted the industry and there was accumulation of inventory till end of March, 2011. The Government announced its new policy on export of Cotton Yarn in first week of April, 2011 and yarn export was brought under Open General Licence. As a result, the yam prices moved in a wide range for the first half of the year. Most of the textile mills, particularly which are predominantly spinning, suffered losses including losses incurred by the writing down of the stock of cotton and yarn in the first half of the FY 2011-12.

However, it was only in the second half that things showed some signs of stabilization. All India yarn production was lower by an estimated 15% due to (i) Power crisis in the South (ii) Huge inventory losses as referred above resulting in severe shortage of working capital availability to some companies (iii) Acute labour shortage across India (iv) Sharp fall in

yarn prices as compared to last year propelling voluntary cut in production. However, this year production is expected to increase even though margins are expected to be on the lower side only. There is also a noticeable trend of increasing value addition in products. The removal of trade barriers with Bangladesh is yet to show any impact on the Indian Industry.

Overall the year is expected to be more stable due to expectation that cotton will be much less volatile than last year. Growth of the industry will hinge on recovery in the global economy although Indian demand is expected to increase at a relatively moderate rate.

FINANCIAL ANALYSIS

Your directors are pleased to report performance of the business operations as follows:

PRODUCTION / SALES REVIEW

During the year under review, our company achieved a production of 29479 M.T. as compared to 20757 MT in the previous year showing an increase of about 42%. The company achieved a gross turnover/ operating income of Rs. 767.73 Crores as compared to Rs. 418.95 Crores in the previous year showing a growth of about 83 %. The exports increased to Rs. 322.50 Crores against Rs. 207.35 Crores in the previous year showing a growth of about 55 % owing better market penetration. The Company is recognized as Trading House' by Govt, of India.

PROFITABILITY

The company earned a gross profit of Rs. 58.79 Crores having profitability/sales ratio of 7.66 % as compared to Rs. 72.81 Crores having profitability/ sales ratio of 17.38 % in the previous year which has declined due to inventory losses with decrease in prices of raw cotton/cotton yarn during first half of the financial year 2011-12

The interest cost increased to Rs. 48.29 Crores as compared to Rs. 14.37 Crores In the previous year due to increase in interest rates and increased borrowings due to increased level of capacities/ operations. The company earned gross cash profit of Rs. 10.50 Crores against cash profit of Rs. 58.44 Crores in the previous year. After making provision of depreciation of Rs. 25.81 Crores (Previous Year Rs 13.90 Crores), Income Tax of Rs. (-)0.02 Crores (Previous Year Rs. 11.99 Crores), and after providing for deferred tax liability of Rs.10.79 Crores (Previous Year Rs. 3.38 Crores) there was a net loss of Rs. 26.08 Crores against previous year net profit of Rs. 29.20 Crores. After transfer of Rs.0.42 Crores to Capital Redemption Reserve, the surplus in the Profit & Loss Appropriation Account stands at Rs. 26.20 Crores.

RESOURCE UTILISATION:

Preferential Allotment

During the year, the company allotted 28,92,000,5% Redeemable Non Cumulative Preference Shares of Rs. 10/- each at premium of Rs. 90/- per share amounting to Rs. 28.92 Crs to the promoters and their associates to augment the long term resources of the company.

Fixed Assets

The Net Fixed Assets (including work-in-progress) as at 31st March, 2012 were Rs. 414.95 Crores as compared to Rs. 283.56 Crores in the previous year as the company has completed the greenfield project of 57600 spindles and a part of brownfield project of 61536 spindles with dye house at Bathinda.

Current Assets and Current Liabilities

The inventory level increased by Rs. 9.94 Crores from Rs. 163.95 Crores at the end of the previous year to Rs. 173.89 Crores at the end of the year under review. The Sundry Debtors level increased to Rs. 88.29 Crores at the end of current year from Rs. 45.73 Crores at the end of previous year while the level of other current assets increased to Rs. 44.99 Crores at the end of current year from Rs. 40.84 Crores at the end of previous year due to increased level of operations. The increased level of current assets has also been financed by increased trade payables/short term borrowings/other current liabilities and provisions of Rs. 437.07 Crs at the end of current year from Rs. 309.02 Crs at the end of previous year.

LIQUIDITY & CAPITAL RESOURCES:

The position of liquidity and capital resources is given below:

(Rs. in Crores)

Particulars 2011-12 2010-11

Cash & Cash Equivalents:

Beginning of the year 4.73 4.21

End of the year 9.64 4.73

Net Cash provided/ (used) by:

Operating Activities 79.33 62.91

Investing Activities (156.91) (176.41)

Financial Activities 82.49 114.02

The company is utilizing cash accruals for meeting term loan commitments and acquisition of fixed assets.

EXPANSION PROJECT

The Company's brownfield expansion project at Bathinda is underway for installation of 61536 spindles and a dye house for manufacture polyester cotton blended/cotton/meiange yarn. So far 48400 spindles have been installed / commissioned under this project and rest of the project is likely to be completed by March 2013. So the installed capacity of the Company has increased to 1.78 Lacs spindles as on date from 1.01 Lacs spindles as on 31st March 2011.

INTERNAL CONTROL SYSTEM

The company has internal audit department to oversee internal control systems and procedures to ensure efficiency of decisions for optimum utilization and protection of resources and compliance with applicable statutory laws and regulations and internal policies. Quarterly reports are submitted by the internal auditor to the Audit Committee of the Board and necessary action / recommendation are made thereafter by the said committee. Continuous efforts are being made to further strengthen the internal control systems. The company's main works at Ludhiana have been accredited with ISO-9001 from the concerned certification body DNV.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company recognizes its human resources as its most valuable asset. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The company recognizes the whole hearted contribution by its committed work force in bringing the Company to its present position. The Company is employing over 3000 persons. The Industrial Relations continues to be cordial.

3. DIRECTORS

Mr. Naresh Jain and Dr. (Mrs.) H. K Bal of the company, retire by rotation at the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31 st March 2012 and the loss of the Company for the year ended on 31st March 2012.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

5. AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors, the members of which are Mr. Ajay Chaudhry, Dr. (Mrs.) H K Bal and Mr. Sunil Puri, Mr. Ajay Chaudhry is the Chairman of the committee. The committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per Clause 49(ii) of the listing agreement read with section 292A of The Companies Act,1956.

6. RISK MANAGEMENT - MANAGEMENT PERCEPTION

The continued economic gloom, sharp drop in incomes and consumption in major consuming countries, uncertainties on when and to what extent economic recovery will take place and lack of trust and confidence in financial markets are major concern areas. The economic growth in our country, agriculture income, political and economic policies of new government will be few major influencing factors on textile industry's performance. The crude oil / raw cotton prices, foreign exchange rates, demand of cotton / synthetic yam in the international/ domestic market, employment generation and their disposable incomes levels etc. would be influencing factors on the margins of textile industry. Overall the uncertainties and risks are likely to moderate in the coming year.

7. AUDITORS

M/s. Rawla & Company, Chartered Accountants, New Delhi, being the auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re- appointment.

8. AUDITORS' REPORT

The comments in the Auditors' Report read with Notes to Accounts are self explanatory and do not call for any further explanation.

9. PUBLIC DEPOSITS

The Company has not raised any deposits from the public. Hence the provisions of Section 58A of the Companies Act, 1956 and the rules made under Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not attracted.

10. LISTING OF SECURITIES

The securities of the company are listed on The Delhi Stock Exchange Ltd., New Delhi, The Ludhiana Stock Exchange Ltd., Ludhiana, The Ahmedabad Stock Exchange Ltd., Ahmedabad and The Madhya Pradesh Stock Exchange Ltd., Indore and the company has already paid listing fees of the stock exchanges for the financial year 2012-13.

11. PARTICULARS OF EMPLOYEES

No employee is covered under the provisions of Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required by the provisions of the Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

13. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors' Certificate is attached.

14. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from the Bankers, Financial Institutions and Government Bodies & Business Associates. Your Directors also record their appreciation of the services rendered by the employees of the company.

By Order of the Board

Place : Ludhiana Raj Kumar Avasthi Date : September 1, 2012 Chairman

Regd. Office:

5/69, Guru Mansion, 1st Floor, Padam Singh Road, Karol Bagh, New Delhi -110005