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)

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:-

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)

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.

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

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.

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:

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

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:

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)