Sparc Electrex Ltd Directors Report

To,

The Members

Sparc Electrex Limited

(Formerly Sparc Systems Ltd)

CIN: L31100MH1989PLC053467

Mumbai

The Directors are pleased to present the 36th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

Summary of the Companys financial performance for F.Y. 2024-2025 as compared with previous financial year is given below:

(Amounts in Lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operation	366.10	738.97
Revenue from other Income	-	1.35
Total Revenue	366.10	740.32
Profit / (Loss) before Dep. & Int.	(140.99)	57.25
Depreciation	0.01	0.01
Interest	11.04	15.18
Operating expenses other than Dep & Interest	507.09	683.07
Profit / (Loss) after Depreciation & Interest and before Tax	(152.04)	42.06
Less: Exceptional Items	-	-
Profit / (Loss) after Exceptional Items	-	-
Less: Provision for Taxation	-	10.59
Less: Provision for Tax (deferred)	-	0.15
Less: Short / (Excess) provision for tax of earlier years	-	21.54
Profit / (Loss) after Tax	(152.04)	9.78

REVIEW OF OPERATIONS:

During the financial year the total revenue from the operation of the Company was 366.10 lakhs as compared to 738.97 lacs in previous year, which was almost 50.56% down in comparison with previous year. The main reason for decline in revenue for the year was due to mismatch in the Products mix introduced by the Company during the year and intense competition in market the sales momentum could not be sustain. The total operating expenses for the year 518.14 lakhs in comparison to 698.25 lacs in previous year. Due to lower revenue generation the company has incurred loss of (152.04) lakhs as compared to profit of 9.78 lakhs in previous year.

The management of the Company is very optimistic regarding performance of the Company in future and are taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign.

DIVIDEND:

Pursuant to the financial performance of the Company, which resulted in a net loss for the financial year 2024-25, the Board of Directors has determined not to recommend a dividend. The Company shall retain the accumulated profits to maintain a sound financial position.

The Company confirms that the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable. This determination is based on the Companys market capitalization as of March 31 of the preceding financial year, which does not place it among the top 1,000 listed entities. Consequently, the Company is not obligated to formulate a Dividend Distribution Policy.

DEPOSITS:

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AMOUNT TRANSFERRED TO RESERVES:

The Board of Directors of the Company has not transferred any amount to the General Reserves for the F.Y. 2024- 25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed of any previous years. Therefore there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, the Directors of the Company to the best of their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2025 and of the profit of the Company for the year ended as on that date.

c. Proper and sufficient care have been taken to the best of their knowledge and ability 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.

d. The Annual Accounts of the Company have been prepared on an on-going concern basis.

e. That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of Directors provides strategic direction and supervision to an organization. The Companys Board consists of learned professionals and experienced individuals from different fields.

Presently, the Company has a balanced mix of Executive and Non-Executive Independent Directors. As on March 31, 2025, the Board comprises of 6 Directors out of which 3 are Executive Directors and 3 are Non-Executive Independent Directors, including one Woman Director. Mr. Shobith Ganesh Hegde is the regular Executive Chairman of the Board. The composition of the Board of Directors has been briefly shown in the below mentioned table:

Sr. No.	Name	Designation	DIN	Date of Appointment
1	Mr. Shobith Ganesh Hegde	Managing Director & CFO	02211021	19/10/2021
2	Mr. Suresh Vishwanathan	Executive Director	02310679	30/11/2021
3	Mr. Ravikumar Byrapatna Channappa	Executive Director	06595061	27/06/2020
4	Mr. Niraj Hareshbhai Variava	Independent Director	09197068	08/06/2021
5	Mr. Ashok Chhaganbhai Patel	Independent Director	08024669	22/04/2022
6	Mrs. Sushmita Swarup Lunkad	Independent Woman Director	09044848	22/04/2022

The following appointments / re-appointments / change in designations / resignations, etc has been taken place on Board in the office of Directors and KMPs of the Company, upon recommendation of Nomination and Remuneration Committee during the year under review.

Re-appointment/appointment of Directors:

In terms of Section 152 of the Companies Act, 2013 Mr. Suresh Vishwanathan (DIN: 02310679), Executive Director, holding longest position amongst the other Directors, retires by rotation and is eligible for re-appointment. The Members approval is being sought at the ensuing AGM for this re-appointment.

Additional information and brief profile as stipulated under Listing Regulations and Secretarial Standards-2 on General Meetings with respect to Directors seeking re-appointment is annexed to the Notice of AGM.

The Company has received necessary disclosures and confirmations from concerned Director(s) in connection with the reappointment. The information of Directors, seeking re-appointment, pursuant to Secretarial Standards-2 on General Meetings and Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is annexed to the Notice of the Annual General Meeting.

Based on the recommendation of the Nomination (NRC) and Board of Directors, the Members at the 35th AGM held on September 30, 2024 approved the appointment of Mr. Shobith Ganesh Hegde (DIN: 02211021) as the Chairman and Managing Director of the Company for a period of five (5) years, with effect from August 14, 2024 up to August 13, 2029.

During the year under review, there is no change in the composition of Audit Committee, Nomination and remuneration committee, Stakeholders Relationship Committee and Right Issue Committee of the Company.

Cessation of Director:

During the year under review there was no resignation / cessation of any Director(s) on Board.

Independent Directors:

The Independent Non-Executive Directors of the Company have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the SEBI LODR Regulation, 2015 and Section 149(6) of the Companies Act, 2013 in respect of their position as an "Independent Director" of Sparc Electrex Limited.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed 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 judgement and without any external influence.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration and payment of sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Composition, Constitution and Change in Key Managerial Personnel during the year:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel (KMPS) as on the year ended March 31, 2025:

Sr. No.	Name	Designation
1	Mr. Shobith Ganesh Hegde	Managing Director & Chief Financial Officer
2	Mr. Ashish Mishra	Company Secretary and Compliance Officer

The Board has made an appointment of Mr. Ashish Mishra, as Company Secretary and compliance officer of the Company w.e.f. May 29, 2024.

The details of composition of Board and KMP is available on the website of the Company at https://sparcelectrex.com/board-of- directors/

Independent Directors Meeting:

A separate meeting of the Independent Directors was held on March 22, 2025 without the presence of Executive Directors or Non-Independent Directors and members of the management.

Familiarization Programme for Independent Directors:

The Company has taken up the initiative to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

In pursuit of this, the Company provides the Independent Directors an insight into the Company and updates them on developments in the corporate and industry scenario including those pertaining to statutes/legislation and on matters affecting the Company, to enable them to take well informed decision and discharge their duties and responsibilities in an efficient manner and to contribute significantly towards the growth of the Company.

The details of the familiarization programme, programs imparted to the Independent Directors are also available on the website of the Company at https://sparcelectrex.com/familiarisation-programme-for-independent-directors/ pursuant to the provisions of Regulation 25(7) and 46 of the Listing Regulations.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The said Guidelines covers aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors term, retirement age and Committees of the Board. It also includes aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, subsidiary oversight, Code of Conduct, Board effectiveness review and mandates of Board Committees.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. ETC:

As required under the Act and Listing Regulations, the Board has carried out formal annual evaluation of the performance of the Board, its Committees and of individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

In a separate meeting of Independent Directors held on 22.03.2025, performance of non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of Managing Director and non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation, and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

Board Meetings held during the Financial Year 2024-25:

During the year ended 31st March 2025, total 4 (four) Meetings of the Board of Directors were held. The details of the Board meeting held and the participation of the Directors thereat is enumerated as under.

Sr. No.	Date of the Board Meetings	Board Strength	No. of Directors Present	No. of Independent Directors Present	% of Attendance
1	29.05.2024	6	6	3	100%
2	14.08.2024	6	6	3	100%
3	14.11.2024	6	6	3	100%
4	14.02.2025	6	6	3	100%

Committees of the Board:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee (AC)

• Nominations, HR and Remuneration Committee (NRC)

• Stakeholders Relationship Committee (SRC)

• Right Issue Committee (RIC)

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The above codes can be accessed on the Companys website at https://sparcelectrex.com/wp-content/uploads/2022/09/Code-of-Conduct-Senior- Management-.pdf.

In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same. The certificate in this regards is provided at the end of the Report on Corporate Governance.

Remuneration Policy for the Directors, Key Managerial Personnel and other Employees:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement the Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company is available on the websites of the Company at https://sparcelectrex.com/wp-content/uploads/2022/09/Policy-on-Nomination-and-Remuneration-of-Directors-KMPs-Senior- Management.pdf.

Particulars of Employees and Remuneration:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure - III to the Board Report.

During the period under review, none of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The was no specific event occurred which was considered as a material change and commitment affecting the financial position of the Company during Financial Year 2024-25 and till the date of this report. However followings are the some major incidence of the year which the management present below.

During the year under review the Company has received full and final call money on 15,48,958 equity shares consequent to serving of final or third Reminder-cum-Forfeiture Notices, dated 26.03.2024 to the holders of the partly paid-up shares. Upon receipt of full and final call money on 15,48,958 equity shares, these shares were made fully paid up by the Right Issue Committee on 20.04.2024 and necessary corporate actions has been executed for crediting fully paid up shares to respective beneficiaries and all necessary approvals viz listing and trading were received by the Company from the exchange for these shares.

Moreover, during the year the Company had launched 9 new products consequent to execution of Exclusive Trademark License Agreement with Hyundai Corporation Holdings Co., Ltd, Korea dated 01st July, 2023. The details about the new products launched by the Company have been intimated to the exchange and can be accessed from the given links viz: https://www.hseindia.com/xml-data/corpfiling/AttachHis/f9ae7f71-a599-46dc-h53f-59349hfac9f1 .pdf, https://www.hseindia.com/xml-data/corpfiling/AttachHis/h025f25h-d106-493a-9h7e-f1 c8459e8cf6.pdf and

https://www.bseindia.com/xml-data/corpfiling/AttachHis/888204b8-b265-43a4-b8cb-cd7cee5d7032.pdf.

Further this Exclusive Trademark License Agreement with Hyundai Corporation Holdings Co., Ltd, Korea has been terminated by the Company by the Company. The details of the same has been intimated by the Company to the exchange which can be assessed from the given link: https://www.bseindia.com/xml-data/corpfiling/AttachHis/5d45f962-bd3b-4c1e-95a2-920dc0151c1d.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://sparcelectrex.com/wp- content/uploads/2022/09/Policy-on-Related-Party-Transactions.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. Further, the Company has taken prior approval for all the material related party transaction with an aggregate value exceeding Rs. 1000 crore or 10% of the annual consolidated turnover of the Company, as per the latest audited balance sheet, whichever is lower.

The transactions with the related parties as per requirements of Indian Accounting Standard 24 are disclosed in Note 26 to the financial statements in the Annual Report. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is attached as Annexure - II to the Boards Report. The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

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

The prescribed particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as “Annexure - IV & V” which forms part of the Boards report.

EXTRACT OF ANNUAL RETURN:

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return for the financial year ended March 31, 2025 is displayed on the website of the Company at https://sparcelectrex.com/annual-returns/

CORPORATE GOVERNANCE REPORT:

The Company believes in adhering to the best Corporate Governance practices and emphasizes on fair and transparent governance and disclosure practices which helps the Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility. The Corporate Governance Report is presented in a separate section forming part of this Annual Report.

A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN: 106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report providing a detailed overview of your Companys performance, industry trends, business and risks involved is presented in a separate section forming part of this Annual Report.

As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended 31st March, 2025.

AUDIT AND AUDITORS:

Statutory Auditor:

Members of the Company at the 31st Annual General Meeting of the Company held on 27th September, 2020 approved the appointment of M/s. Motilal & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No.: 106584W/100751) as the Statutory Auditors of the Company for the first term and period of 5 years commencing from the conclusion of the 31st Annual General Meeting until the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Motilal & Associates LLP are proposed to be re-appointed as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 36th AGM till the conclusion of the 41st AGM to be held in the calendar year 2030, subject to approval of Members in the ensuing AGM. The necessary resolution for reappointment of M/s. Motilal & Associates LLP as Statutory Auditors form part of the Notice convening the ensuing AGM at item No. 3 of the Notice.

Auditors Report:

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Notes to the Accounts referred to in the Auditors report are self-explanatory and therefore do not call for any further clarification under section 134 (3) (f) of the Act.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

Secretarial Auditor:

In terms of Section 204 of the Act and Rules made thereunder, M/s. Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries (Peer Review No. 4209/2023), were appointed as Secretarial Auditor of the Company to carry out the Secretarial Audit for FY 2024-25. The report of the Secretarial Auditor for FY 2024-25 is enclosed as Annexure- I forming part of this Report.

In terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (SEBI), M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries have also issued the Annual Secretarial Compliance Report (under Regulation 24A of the Listing Regulation) for the financial year ended 31st March, 2025. Secretarial Auditor in their reports issued for the year has reported few items as qualification, reservation or adverse remarks.

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) and the rules made thereunder, as amended from time to time and pursuant to the Regulation 24A of the Listing Regulations, as amended, M/s. Madhuri J. Bohra & Associates are proposed to be appointed as Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the financial year 202526, subject to the approval of Members in the ensuing AGM. The necessary resolution for appointment of M/s. Madhuri J. Bohra & Associates, as Secretarial Auditor form part of the Notice convening the ensuing AGM at item No. 4 of the Notice.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Secretarial Auditor in their Report:

M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries, in their Secretarial Audit Report for financial year 2024-25 have drawn the attention of the Board about the few reservation, non-compliances or observations, which have been marked as qualification in her report. In connection with the same management herewith give the explanation cum justification item wise as below.

As pointed out by the Auditors in first point of the Secretarial Audit Report, in response to that the management submitted that the Company will pay said listing fee in due course of time with necessary interest.

As pointed out by the Auditors in second point of the Secretarial Audit Report, in response to that the management submitted that the Company will comply with the requirement of said regulations for all its future publications to be made in newspaper.

As pointed out by the Auditors in third point of the Secretarial Audit Report, in response to that the management submitted that the management submitted that the mentioned non-filing was purely unintentional and was due to unawareness of fact of XBRL reporting in such cases. However Company has made all necessary reporting in pdf filing mode including Listing and Trading approvals and such approval has been granted by the exchange. The Company will ensure all such XBRL reporting for future reporting.

The Company always believe in following best Corporate Governance and Compliance Practice at organisation will strive best to not to follow any such delays in future compliances.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company viz. M/s. Manisha Chandak & Associates for the Financial Year 2024-25.

M/s. Manisha Chandak & Associates resigned from the position of Internal Auditors of the Company with effect from March 30, 2025. The Board of Directors places on record its appreciation for the professional services rendered by them during their tenure.

Further, the Board of Directors, at its meeting held on August 14, 2025, has appointed M/s. Rajesh H. Gupta & Co., Chartered Accountants (FRN 133884W), as the Internal Auditors of the Company for the Financial Year 2025-26 in terms of Section 138 of the Companies Act, 2013 and rules made thereto, as amended.

Internal Audit and Adequacy of Internal Controls:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an Internal Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal control Systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, management undertakes corrective action wherever required and thereby strengthens the control further.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Cost Audit:

The provisions of Section 148 under the Companies Act, 2013 are not applicable to the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year ended 31st March, 2025, the Company did not grant any loan or provide any guarantee or made any investment as per the provisions of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

SUBSIDIARY, IOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Join Venture or Associate Companies as on March 31, 2025.

The Company has formulated a policy on the identification of material subsidiaries in line with regulation 16(c) of SEBI (Listing obligation and disclosure requirement) 2015 and same is also available on the Companys website https://sparcelectrex.com/wp-content/uploads/2022/09/Material-Subsidary-Related-Partv-Transaction-Policy.pdf

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There was no such Company which have become or ceased to be Subsidiaries, Joint Ventures or Associate Company during the financial year 2024-2025.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

CHANGE IN NATURE OF BUSINESS. IF ANY:

There was no change in the nature of business of the Company during the financial year ended 2024-25.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY:

The provisions for Corporate Social Responsibility ("CSR”) under Section 135(1) of the Companies Act, 2013, a re not applicable to the Company for the current financial year.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT:

The Company has opened a Suspense Escrow Demat Account with Phillip Capital (India) Private Limited pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022.

As per the circular for dematerialisation of securities, if the demat request is not received by RTA within 120 days from the date of issuance of Letter of Confirmation ("LOC”), then the RTA shall move such securities to a physical folio named as "Suspense Escrow Account” and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account. The Company shall then dematerialise these securities in "Suspense Escrow Demat Account” within 7 days of receipt of such LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2025:

Particulars	No. of Shareholders	No. of Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2024	Nil	Nil
Less: Number of Shareholders who approached the Company for transfer of shares from suspense account	Nil	Nil
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2025	Nil	Nil

During the year, there was no movement of shares in the suspense account. The shares if held in suspense account shall remain frozen till the rightful owners of such shares claim the shares.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and has a Risk Management Policy in place.

Periodic assessments to identify and evaluate the risk areas are carried out and Management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks, business risk, legal risk and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and actions are taken to manage and mitigate them.

During the period under review, the Company has not identified any element of risk which may threaten the existence of the Company.

COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF THE LISTING REGULATIONS:

The Company has implemented all mandatory requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In addition to this, the Company has also adopted certain discretionary requirements of Listing Regulations in the manner as stated under the appropriate headings detailed below:

• Reporting of Internal Auditor:

Internal Auditors are invited to the meetings of Audit Committee to make presentation to the Committee on their observations and suggestions during the course of their Internal Audit. The Internal Auditor reports directly to the Audit Committee.

• Modified Opinion(s) in Audit Report:

The Auditors have issued their report for the financial year 2024-25 with Unmodified Opinion.

• Certificate on Non-Disqualification of Directors:

A certificate from M/s. Madhuri J. Bohra & Associates., Practicing Company Secretary, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority forms part of this report.

• Compliance with Corporate Governance Provisions of Listing Regulations:

A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN: 106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.

POSTAL BALLOT AND EXTRA ORDINARY GENERAL MEETING:

No Extra Ordinary General Meeting was held during the year. No Postal Ballot was conducted by during the year.

SHARE CAPITAL / CAPITAL STRUCTURE:

The Authorised share capital of the Company is Comprises of 2,00,00,000 equity shares of Rs.10/- each amount to 2000 lakhs. The paid up capital of the Capital of the Company is 1240.64 lakhs comprising of 1,00,23,225 fully paid up equity shares of Rs.10/- each and 95,32,775 partly paid up equity shares of Rs.2.50/- each (having Face Value of Rs.10/- each). Both the fully paid up and partly paid up shares were listed on BSE in different ISINs (Fully Paid-up - INE960B01015 and Partly Paid-up IN9960B01013). The trading in partly paid-up ISIN has been suspended by the exchange upon announcing first and final call money by the Company and outstanding party paid up shares on which call money has not been received are pending for forfeiture.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As the Company is not among top 1000 Companies by Market Capitalisation on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and hence, disclosure pertaining to utilization of borrowed funds and Credit Rating is not applicable.

DETAILS OF NON-COMPLIANCE BY THE COMPANY. PENALTIES AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI. OR ANY OTHER STATUTORY AUTHORITIES. ON ANY MATTER RELATED TO CAPITAL MARKETS DURING THE LAST THREE YEARS:

During the year under review, the Company has complied with the requirements of regulatory authorities. No penalties / strictures were imposed on the Company by Stock Exchanges / SEBI or any other statutory authority on any matter related to the capital market.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on companys website https://sparcelectrex.com/wp-content/uploads/2023/02/Whistle-Blower-Policy.pdf.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act which is available on the website of the Company- https://sparcelectrex.com/wp- content/uploads/2022/12/Sexual-Harassement-Policy.pdf. During the year under review, no cases were reported under the said policy during the financial year 2024-25.

CODE OF CONDUCT:

The Board and all senior management personnel of the Company are required to abide by the Code of Conduct as laid down by the Board ensuring minimum standards of Business and ethical Conduct. It also includes the Code for Independent Directors as envisaged in Schedule IV of the Companies Act, 2013. This Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. This Code has been displayed on the Companys website at https://sparcelectrex.com/wp-content/uploads/2022/09/Code-of-Conduct-Senior-Management-.pdf.

A declaration by the Managing Director confirming that all the Directors and senior management personnel of the Company have affirmed compliance with Companys Code of Conduct for the financial year ended March 31, 2025 is annexed at the end of this report.

CODE FOR PREVENTION OF INSIDER TRADING:

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by insiders. The said Code lays down the practices and procedures for fair disclosure of unpublished price sensitive information. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. This Code is available on the Companys website at https://sparcelectrex.com/wp- content/uploads/2022/11/Policy-for-Insider-Trading-Code.pdf.

Pursuant to Regulation 26(5) of the SEBI Listing Regulations, the Senior Management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. The same was Nil.

POLICY FOR PRESERVATION OF DOCUMENTS:

Pursuant to the requirements under Regulation 9 of the Listing Regulations, the Board has formulated and approved a Document Retention Policy prescribing the manner of retaining the Companys documents and the time period up to which certain documents are to be retained. The company has adopted a policy for preservation of documents and the same is available on the companys website at https://sparcelectrex.com/wp-content/uploads/2022/11/Archival-Policy-Sparc.pdf.

LISTING OF SHARES:

The equity shares of the Company continue to be listed and traded on the BSE Limited. The Annual Listing fee for the year 202526 has not been paid to the Stock Exchange. The Company will pay said listing fee in due course of time with necessary interest. There was no suspension on shares of the Company during the year.

DETAILS OF UTILISATION OF FUNDS:

Following is the details of utilization of Fund as required under Regulation 32(7A) of the Listing Regulations, 2015 -

Particulars	Details
Name of Listed Entity	Sparc Electrex Limited
Mode of Raising Fund	Right Issue
Date of Raising Funds	24-04-2023
Amount to be raised Raised*	27.87 Crores
Amount Raised	14.28 Crores
Monitoring Agency	Not Applicable
Monitoring Agency Name, if applicable	Not Applicable
Is there a Deviation / Variation in use of funds raised	No
If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the Unit holders	Not Applicable
If Yes, Date of Unit holders Approval	Not Applicable
Explanation for the Deviation / Variation	Not Applicable
Comments of the Audit Committee after review	None
Comments of the auditors, if any	None

Below are objects for which funds have been raised in the Right Issue and details of deviation, if any, in the following table:

(Rs. In Lakhs)

Original Object	Modified Object, if any	Original Allocation	Modified Allocation, if any	Funds Utilised	Amount of Deviation/Variation according to applicable object	Remarks, if any
To adjust unsecured loan given by one of our promoter namely Electrex International Pvt Ltd Limited, against the entitlement of Promoters and any members of Promoters Group	Nil	216.05	Nil	216.05	Nil	Nil
To meet Working Capital requirements	Nil	2250.00	Nil	1212.26	Nil	Nil
To meet issue related expenses	Nil	72.73	Nil			Nil
General Corporate Purposes	Nil	248.00	Nil			Nil
Total	Nil	2786.78	Nil	1428.31	Nil	Nil

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except

- Employees Stock Options Schemes referred to in this Report.

- The Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

- During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 by or against the Company.

- There was no instance of one time settlement with any Bank or Financial Institution.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

REGISTERED OFFICE	For and on behalf of the Board of Sparc Electrex Ltd
Sparc Electrex Limited
CIN:L31100MH1989PLC053467	Sd/-	Sd/-
1202, Esperanza Building, 198, Linking Road,	Shobith Ganesh Hegde	Suresh Vishwanathan
Next to Bank of Baroda, Bandra West, Mumbai- 400050	(Managing Director)	(Director)
S: 9819001811 W: sparcelectrex@gmail.com	DIN: 02211021	DIN: 02310679
Website: www.sparcelectrex.com	Mumbai, August 14, 2025	Mumbai, August 14, 2025