DIRECTORS' REPORT
Dear Members
Your Directors are pleased to present the 36th 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 progrowth
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 macroeconomic 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 Crregistering a 19% increase in allocation to
the Textile Ministrythe 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 |
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 31st 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 31st
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 31st 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 02nd 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 31st 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 30th
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 38th 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, 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 02nd 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 forwardlooking 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) |
|