Sparc Electrex Ltd Directors Report

To,

The Members

Sparc Electrex Limited

CIN: L31100MH1989PLC053467

Mumbai

The Directors are pleased to present the 37^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE:

Summary of the Companys financial performance for F.Y. 2025-26 as compared with previous financial year is given below:

Particulars	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operation	28.29	366.10
Revenue from other Income	44.78	-
Total Revenue	73.07	366.10
Profit / (Loss) before Dep. & Int.	(438.85)	(140.99)
Depreciation	0.01	0.01
Interest	7.32	11.04
Operating expenses other than Dep & Interest	511.92	507.09
Profit / (Loss) after Depreciation & Interest and before Tax	(446.18)	(152.04)
Less: Exceptional Items	-	-
Profit / (Loss) after Exceptional Items	-	-
Less: Provision for Taxation	-	-
Less: Provision for Tax (deferred)	-	-
Less: Short / (Excess) provision for tax of earlier years	-	-
Profit / (Loss) after Tax	(446.18)	(152.04)

REVIEW OF OPERATIONS:

During the financial year 2025-26, the Company recorded total revenue from operations of Rs.28.29 lakhs as compared to Rs.366.10 lakhs in the previous financial year, representing a decline of approximately 92.27%.

The revenue from Trading of Steel Items stood at Rs.0.20 lakhs as compared to Rs.133.98 lakhs in the previous year. Further, the revenue from Manufacturing of Electronic Equipments stood at Rs.28.09 lakhs as compared to Rs.232.12 lakhs in the previous year. The substantial decline in revenue was mainly attributable to lower business activity in both the steel trading and electronic equipment manufacturing segments during the year under review.

During FY 2025-26, the Company also earned Rs.44.78 lakhs as profit on sale of fixed assets, which contributed to the Companys other income. Accordingly, the total revenue, including other income, amounted to Rs.73.07 lakhs during the year as compared to Rs.366.10 lakhs in the previous year.

The Company incurred operating expenses of Rs.511.92 lakhs during FY 2025-26 as compared to Rs.507.09 lakhs in the previous year. Consequently, the Company reported a loss before and after tax of Rs.446.18 lakhs during the year under review as against a loss of Rs.152.04 lakhs in the previous year. The increase in loss was primarily attributable to the substantial decline in revenue during the year while the operating expenses remained at a comparable level.

In view of the significant reduction in turnover and the comparatively high operating cost base, the management is undertaking a detailed review of its business operations with a view to rationalising costs, improving capacity utilisation and concentrating resources on commercially viable and profitable business opportunities.

DIVIDEND:

Pursuant to the financial performance of the Company, which resulted in a net loss for the financial year 2025-26, the Board of Directors has determined not to recommend a dividend.

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. 2025-26.

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 31^st March, 2026 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, 2026 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, 2026, 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:

Name	Designation	DIN	Date of Appointment	Date of Cessation
Mr. Shobith Ganesh Hegde	Managing Director & CFO	02211021	19/10/2021	-
Mr. Suresh Vishwanathan	Executive Director	02310679	30/11/2021	24/04/2026
Mr. Ravikumar Byrapatna Channappa	Executive Director	06595061	27/06/2020	-
Mr. Niraj Hareshbhai Variava	Independent Director	09197068	08/06/2021	07/06/2026
Mr. Ashok Chhaganbhai Patel	Independent Director	08024669	22/04/2022	16/08/2026
Mrs. Sushmita Swarup Lunkad	Independent Woman Director	09044848	22/04/2022	05/08/2026
Ashish Mishra	CS & Compliance Officer	-	29/05/2024	24/01/2026

Further, 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 during the year and till the date of this report, 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. Ravikumar Byrapatna Channappa (DIN: 06595061), 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.

Based on the recommendation of the Nomination & Remuneration Committee (NRC) the Board of Directors of the Company have made an appointments of Ms. Asha Shravan Kumar Khedia (DIN: 11743210), Mr. Jayantilal Raghunathram Suthar (DIN: 07265227) and Mr. Rohit Bhatia (DIN: 10942375) as an Independent Directors of the Company w.e.f. June 06, 2026 for their respective 1^st term of five years. Further in terms of Regulation 17(1C) of the Listing Regulations, 2015, as amended., the appointment of the Independent Directors of the Company was recommended by the Board of Directors to the Members for their approval vide Postal Ballot Notice dated 05 August 2026 seeking approval of the Members for the appointment of the respective Independent Directors.

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.

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:

Mr. Suresh Vishwanathan (DIN: 02310679) Executive Director of the Company had resigned from the Board w.e.f. April 24, 2026 owning to his preoccupations.

Mr. Niraj Hareshbhai Variava (DIN: 09197068), Independent Director of the Company had resigned from the Board w.e.f. June 07, 2026 due to completion of his present tenure of 5 years as an Independent Director of Company and Ms. Sushmita Swarup Lunkad (DIN: 09044848), stepped down from my position of Independent Director of the Company w.e.f. August 05, 2026 due to her professional and personal preoccupations and commitments. Both the Directors had confirmed that there were no material reasons for their respective resignation other than mentioned in their resignation letters.

Mr. Ashok Chhaganbhai Patel (DIN: 08024669), ceased to the Independent Director on Board w.e.f. August 16, 2026 due to his unexpected demise because of sudden cardiac attack.

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, 2026:

Name	Designation
Mr. Shobith Ganesh Hegde	Managing Director & Chief Financial Officer

The Company Secretary and Compliance Office of the Company, Mr. Ashish Mishra had resigned w.e.f. January 24, 2026 for better prospect and opportunity.

The details of composition of Board and KMP is available on the website of the Company at https://www.sparcelectrex.in/CompanyManagement.

Independent Directors Meeting:

A separate meeting of the Independent Directors was held on March 14, 2026 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://www.sparcelectrex.in/familiarisation-program 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 March 14, 2026, 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 2025-26:

During the year ended 31^st March 2026, 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.

Date of the Board Meetings	Board Strength	No. of Directors Present	No. of Independent Directors Present	% of Attendance
30.05.2025	6	6	3	100%
14.08.2025	6	6	3	100%
14.11.2025	6	6	3	100%
18.02.2026	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://www.sparcelectrex.in/ files/ugd/99e541 450b8f269f28402eb93375a3acaf3fc1.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 regard 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://www.sparcelectrex.in/ files/ugd/99e541 18143d55634f4a2da0426c8885a00b0b.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:

There have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year under review, i.e. 31^st March, 2026, and the date of this Report, which would have a material impact on the financial position of the Company, except as follows.

Write-off and provision of Inventory, Trade receivables and Creditors

The Company has written off an inventory of Rs.231.47 lakhs and provision for stock of Rs.75 lakhs were created and Trade receivables of Rs.48.16 lakhs written back and Trade creditors of Rs.99.09 lakhs written off based on managements assessment.

Disposal / Sale of Factory premise:

The Company had sold a factory out-let carrying cost of Rs.106.23 lakhs, located at B-305, B-307, Hind Saurashtra Industrial Estate, Andheri (East), Mumbai - 400059 and realised profit of Rs.44.78 lakhs.

Penalties from the exchange:

The BSE has imposed following fines / interest on the Company during the year, which the company has not remitted to the exchange as on date of this report viz:

- Fine of Rs.18,000/- (plus GST) vide its email dated 13.02.2026 towards delay in submission of Shareholding Pattern under Regulation 31 of SEBI (LODR), Regulations, 2015 for quarter ended December, 2025.

- Fine of Rs.10,000/- (plus GST) vide its email dated 17.03.2026 towards delay in submission of Unaudited Financial Results (UFR) for quarter ended December, 2026 under Regulation 33 of SEBI (LODR), Regulations, 2015.

- Fine of Rs.1,10,000/- (plus GST) vide its email dated 30.06.2026 towards delay in submission of Audited Financial Results (AFR) for quarter and year ended March, 2026 under Regulation 33 of SEBI (LODR), Regulations, 2015.

- Fine of Rs.44,000/- (plus GST) vide its email dated 08.07.2026 towards delay in submission of Secretarial Compliance Report for year ended March, 2026 under Regulation 24A of SEBI (LODR), Regulations, 2015.

- The Company has paid an Interest of Rs.41,915/- on arrear / late in payment of Listing fee.

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://www.sparcelectrex.in/ files/ugd/99e541 4f61f611dee6468e839bd3ad364a6729.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. 1 ,000 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 28 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, 2026 is displayed on the website of the Company at https://www.sparcelectrex.in/annualreturn.

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 believe s 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 Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries, 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 31^st March, 2026.

AUDIT AND AUDITORS:

Statutory Auditor:

Upon completion of their first term, and pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the re-appointment of M/s. Motilal & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting.

The Statutory Auditors have furnished their consent and eligibility certificate confirming that their re-appointment, if approved by the Members, shall be in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Auditors Report:

The Standalone Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with applicable Indian Accounting Standards (Ind-As) notified under Section 133 of the Act. The Statutory Auditors Report issued by the Auditors for F.Y. 2025-26 carries the modified opinion of the Auditors, which have been address below with the explanation from Management of the Company in terms of Section 134 (1) of the Companies Act, 2013.

Reservation / Observations / Remarks / Qualification / Emphasis of matter drawn by Statutory Auditor	Reply by the Management
The Company has written off Rs. 231.47 lakhs inventory and has created a Provision of Stock of Rs. 75 lakhs and no valuation reports have been provided for such write offs.	The Board and Management believe that the write-off of inventory, debtors, and creditor balances has been carried out in good faith, based on the information and records available, and reflects a prudent assessment of the realizable value of assets and obligations of the Company. The management remains committed to improving documentation and control processes to address the observations raised by the Statutory Auditors.
Rs. 48.16 Lakhs Trade Receivables and Rs. 99.09 Lakhs Trade Creditors have been written back & written-off respectively without providing adequate reasons and/or legal remedies by the Company for writing off such amounts. No balance confirmations from debtors and/or creditors have been provided confirming such write-offs as well.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditor:

In terms of Section 204 of the Act and Rules made thereunder, the Secretarial Audit was carried out by M/s. Madhuri J. Bohra & Associates (COP No: 20329 (Peer Review No. 4209/2023), Company Secretary in Practice for the Financial Year 2025-2026. The Report given by the Secretarial Auditors is annexed as Annexure - A to 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 31^st March, 2026. Secretarial Auditor in their reports issued for the year has reported few items as qualification, reservation or adverse remarks. The Annual Secretarial Compliance Report under Regulation 24A of the Listing Regulations, 2015 for the F.Y. ended 31st March, 2026 is available at https://www.sparcelectrex.in/stock-exchange-compliances.

The present term of Secretarial Auditors of the Company has been confirmed by the members of the Company at the 36th Annual General Meeting held on September 30, 2025 for a period of 5 years from F.Y. 2025-26 to F.Y. 2029-30. The Secretarial Auditors have confirmed that the firm hold valid certificate issued by the Peer Review Board of the ICSI. The Board/ Audit Committee reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made hv 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 2025-26 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.

Reservation, Non-compliances / Observations / Remarks / Qualification made by the Secretarial Auditors	>Reply by the Management
As per the Invoice raised by the BSE towards Annual Listing Fees (ALF) for F.Y. 2026-27, the Company has not remitted an Arrear in Annual Listing Fees of 32,500/- pertains to F.Y. 2024-25.	The outstanding amount of Rs.32,500/- was not included in the BSE AFL invoice for F.Y. 2025-26 and has instead been billed in the AFL invoice for F.Y. 2026-27. The Company shall seek clarification from the Exchange and take necessary steps to resolve the matter accordingly.
Pursuant to Regulation 31(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to submit its Shareholding Pattern for the quarter ended December, 2025 to the Stock Exchange(s) within the prescribed timeline, i.e. on or before 21 January 2026. However, the Company submitted the aforesaid Shareholding Pattern on 30 January 2026, resulting in a delay of 9 days in complying with the prescribed timeline.	The delay in filing the Shareholding Pattern was due to the late receipt of requisite information / data from the RTA. The Company promptly filed the SHP upon receipt of the information. The penalty of Rs.18,000/- levied by the Exchange shall be paid shortly. The Company shall take necessary measures to ensure timely compliance and avoid recurrence of such delays.
Pursuant to Regulation 76(1) of the SEBI (Depositories and Participants) Regulations, 2018, the Company was required to	The delay in submission of the Reconciliation of Share Capital Audit Report was due to non-receipt of
submit the Reconciliation of Share Capital Audit Report for the quarter ended December, 2025 in the prescribed PDF and XBRL formats on or before 30 January 2026. However, the Company submitted the said Report on 27 March 2026, resulting in a delay of 56 days in complying with the prescribed regulatory timeline.	requisite data from the RTA. Upon receipt of the data, the Company promptly submitted the report. The Company shall take necessary measures to ensure timely submission of such reports and avoid recurrence of any delay.
Pursuant to Regulation 33(3) of the SEBI (LODR) Regulations, 2015, the Company was required to submit its Unaudited Financial Results along with the Limited Review Report thereon for the quarter ended December, 2025, in the prescribed PDF and XBRL formats, within 45 days of quarter ended i.e. on or before 14 February 2026. However, the Company submitted the aforesaid Unaudited Financial Results in PDF and XBRL along with the Limited Review Report on 18th February, 2026, resulting in a delay of 4 days in complying with the prescribed regulatory timeline.	The delay in submission of the Unaudited Financial Results along with the Limited Review Report was due to unavoidable circumstances. The Company shall remit the penalty of Rs.10,000/- levied by the Exchange shortly and shall take necessary measures to ensure timely submission of financial results in future.
As per Regulation 33(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to submit its Standalone Audited Financial Results (AFR) along with the Audit Report thereon for the quarter and financial year ended March 31, 2026, to the Stock Exchange(s) on or before May 30, 2026. Additionally, under Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the Company was required to submit the disclosures of Related Party Transactions for the half year ended March 31, 2026, along with the financial results. However, as on the date of this report, the Company has not submitted the Standalone Audited Financial Results along with the Audit Report thereon and the Related Party Transactions disclosure resulting in non-compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The delay in submission of the Standalone Audited Financial Results along with the Audit Report and Statement of Related Party Transactions was due to additional time required for reconciliation of interbranch accounts and obtaining balance confirmations from multiple locations. The Company shall take necessary measures to ensure timely submission of such financial results and disclosures in future.
Pursuant to Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circulars issued in this regard, the Company was required to submit its Annual Secretarial Compliance Report (ASCR) for the financial year ended March 31, 2025, to the Stock Exchange(s) in both PDF and XBRL formats within sixty (60) days from the end of the financial year, i.e., on or before May 30, 2025. However, the Company submitted the said Annual Secretarial Compliance Report on May 31, 2025, resulting in a delay of 1 (one) day in complying with the prescribed regulatory timeline.	The delay of 1 day in submission of Annual Secretarial Compliance Report (SCR) for the financial year ended 31.03.2025 was unintentional. The Company ensures the utmost diligence will be exercised to ensure no such delay occurs in future reporting by the Company.
Pursuant to Regulation 32(1) of the SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019, the Company was required to submit the Statement of Deviation(s) or Variation(s) for the quarter ended December 31, 2025, to the Stock Exchange(s) (BSE & NSE) along with the declaration of financial results within 45 days from the end of the quarter, i.e., on or before February 14, 2026. However, the Company submitted the Statement of Deviation(s) or Variation(s) under the XBRL utility for Integrated Filing - Financial on February 18, 2026, resulting in a delay of 4 (four) days.	The four-day delay in submission of the Statement of Deviation(s) / Variation(s) was due to the delay in submission of the Unaudited Financial Results. The Company shall take necessary measures to ensure timely submission of such statements and avoid recurrence of such delays.
As on date of this report the Company has not yet filed its Annual Report for the financial year 2024-25 in XBRL format with the exchange.	The non-filing of the Annual Report in XBRL format was inadvertent and unintentional. The Company shall take necessary measures to ensure timely compliance with applicable filing requirements and avoid recurrence of such instances.
Pursuant to Regulation 30(6) read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, the Company was required to disclose the outcome of its Board Meeting held on November 14, 2025 (which concluded at 05:55 p.m.), inter alia considering the Unaudited Financial Results for the quarter and half year ended September 30, 2025, to the Stock Exchange(s) within 3 (three) hours of closure of the meeting,	The delay of approximately one hour in submission of the outcome of the Board Meeting dated 14.11.2025 was due to a power outage in the building and was beyond the control of the Company. The Company shall take necessary measures to ensure timely regulatory filings and avoid recurrence of such delays.
i.e., latest by 08:55 p.m. on the same day. However, the outcome of the said Board Meeting was submitted to the Stock Exchange(s) at 09:54:50 p.m. on November 14, 2025, resulting in a delay of approximately 1 (one) hour beyond the prescribed timeline.
Discrepancy has been noted in disclosure made by the Promoter Mrs. Shobha Hegde under Regn 29(2) of SEBI (SAST), Regulations, 2011 and Regn 7(2) of SEBI (PIT), Regulations, 2015, who had sold 1,15,328 quantity of equity shares of the Company on 10.12.2025. However, in the disclosure submitted to the Company and BSE on 11.12.2025, the quantity of shares was incorrectly reported as 1,15,000 resulting in a discrepancy of 328 equity shares.	The discrepancy in the disclosures made under Regulation 29(2) of the SEBI (SAST) Regulations, 2011 and Regulation 7(2) of the SEBI (PIT) Regulations, 2015 was inadvertent and due to a bona fide human error. The Promoter shall submit revised disclosures with the correct particulars at the earliest.
As on the date of this Report, the Annual Return Form MGT-7 and Financial Statement Form AOC-4 (XBRL) filings pertaining to the financial year ended 31 March 2025, are pending for filing with the Ministry of Corporate Affairs resulting delay in reporting beyond the prescribed statutory timelines mentioned under Section 137 and 92 of the Companies Act, 2013.	The filing of Form MGT-7 and Form AOC-4 (XBRL) for F.Y. 2024-25 is pending. The Company shall complete the pending filings at the earliest and ensure timely compliance in future.

Internal Auditor:

The Internal and operational audit is entrusted to M/s. Rajesh H. Gupta & Co., (FRN 133884W), Chartered Accountant, Mumbai. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

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 31^st March, 2026, 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.

SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Join Venture or Associate Companies as on March 31, 2026.

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 at https://www.sparcelectrex.in/ files/ugd/99e541 e53bb10477504da9405f8ce87d62de7.pdf.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, IOINT 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 2025-26.

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.

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 2025-26.

MANAGEMENT:

There is no change in Management of the Company during the year under review.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY:

The provisions for Corporate Social Responsibility ("CSR”) under Section 135(1) of the Companies Act, 2013, are not applicabl e 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, 2026:

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, 2025	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, 2026	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 Statutory Auditors Report issued by the Auditors for F.Y. 2025-26 carries the modified opinion of the Auditors, which have been addressed above with the explanation from Management of the Company in terms of Section 134 (1) of the Companies Act, 2013.

• Certificate on Non-Disqualification of Directors:

A certificate from M/s. Madhuri J. Bohra & Associates (COP No: 20329), 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 Secretarial Auditors M/s. Madhuri J. Bohra & Associates (COP No: 20329), 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 under review. Further no Special Resolution was passed through Postal Ballot. The Company has been seeking the approval of the members by Postal Ballot towards notice dated August 05, 2026 towards 1) Appointment of Ms. Asha Shravan Kumar Khedia (DIN: 11743210) as an Independent Women Director of the Company for the first term of 5 consecutive years; 2) Appointment of Mr. Jayantilal Raghunathram Suthar (DIN: 07265227) as an Independent Director of the Company for the first term of 5 consecutive years; and 3) Appointment of Mr. Rohit Bhatia (DIN: 10942375) as an Independent Director of the Company for the first term of 5 consecutive years.

Further if required, Special Resolutions shall be passed by Postal Ballot during the financial year 2026-27, in accordance with the prescribed procedure.

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 2,000 lakhs. The paid-up capital of the Capital of the Company is 1,240.64 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.

CONVERTIBLE INSTRUMENTS:

The Company has not issued any Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / warrants or any convertible instrument, which are likely to have impact on the Companys Equity.

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 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:

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 promoters 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			Nil
To meet issue related expenses	Nil	72.73	Nil	1,212.26	Nil	Nil
General Corporate Purposes	Nil	248.00	Nil			Nil
Total	Nil	2786.78	Nil	1,428.31	Nil	Nil

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://www.sparcelectrex.in/ files/ugd/99e541 f20ce2a1552b4d30962774be984e7a16.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://www.sparcelectrex.in/ files/ugd /99e541 f20ce2a1552h4d30962774he984e7a16.pdf. During the year under review, no cases were reported under the said policy during the financial year 2025-26.

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://www.sparcelectrex.in/ files/ugd/99e541 194a373de92e4afeaf010800d278c9dc.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://www.sparcelectrex.in/ files/ugd/99e541 a94246eecf824163a3a4b16b5a4d6604.pdf.

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://www.sparcelectrex.in/ files/ugd/99e54-1 6541d93ab3214a2b809f86ef7d78d94c.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, 2026 is annexed at the end of this report.

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 (except those outlined by the Secretarial Auditors in their Report forming part of this Annual Report as Annexure - A) and 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.

However, the BSE has imposed following fines / interest on the Company during the year, which the company has not remitted to the exchange as on date of this report viz:

- Fine of Rs.18,000/- (plus GST) vide its email dated 13.02.2026 towards delay in submission of Shareholding Pattern under Regulation 31 of SEBI (LODR), Regulations, 2015 for quarter ended December, 2025.

- Fine of Rs.10,000/- (plus GST) vide its email dated 17.03.2026 towards delay in submission of Unaudited Financial Results (UFR) for quarter ended December, 2026 under Regulation 33 of SEBI (LODR), Regulations, 2015.

- The Company has paid an Interest of Rs.41,915/- on arrear / late in payment of Listing fee.

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 202627 has been paid to the Stock Exchange. Except arrear of some listing fees for F.Y. 2024-25. There was no suspension on shares of the Company during the year.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

Your Company has shifted its registered office from its existing place 1202, 12^th Floor, Esperanza Building, Next To Bank of Baroda, 198, Linking Road, Bandra (West), Mumbai - 400050, Maharashtra, India to B-307, Hind Saurashtra Industrial Estate, Sir M. V. Road, Nr. Mittal Estate, J B Nagar, Marol, Andheri (East), Mumbai - 400059, Maharashtra, India within the local limits of same city w.e.f. 5th August, 2026 in compliance of the requirements of pursuant to the provisions of Sections 12 of the Companies Act, 2013.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company conducts it business operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

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:

No such valuation has been done during the financial year 2025-26.

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;

- Employees Stock Options Schemes referred to in this Report;

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

- The Company is not required to formulate a Dividend distribution policy under Regulation 43A of Listing Regulations.

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

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

- 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;

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
B-307, Hind Saurashtra Industrial Estate, Sir M. V. Road, Nr. Mittal Estate, J B Nagar, Marol, Andheri (East), Mumbai - 400059
S: 9819001811 W: sparcelectrex@gmail.com	Sd/-	Sd/-
Website: www.sparcelectrex.in	Shobith G. Hegde	Ravikumar B. Channappa
	(Managing Director)	(Director)
	DIN: 02211021	DIN: 06595061
	Mumbai, August 14, 2026	Mumbai, August 14, 2026