Your directors have pleasure in presenting their Thirty Fourth (34th) Annual Report on the business
and operations of the Company along with the Audited Financial accounts for the Financial Year
ended March 31, 2025. (Amount in Lakhs)

Financial summary or highlights: The Company's financial performances for the year under review
along with previous year's figures are given hereunder:

Dividend: No Dividend is recommended for the current financial year.

Reserves: The Company has not transferred any amount to reserves, except for the losses as per the Profit
and Loss account.

Brief description of the Company's working during the year/State of Company's affair:

The main activities of the Company to carry on all or any of the business of goldsmiths, silver smiths,
jewellers, gem and diamond merchants and of manufacturing and dealing in jewellery, ornaments and
their components and accessories and of producing, acquiring and trading in metals, bullion, gold
ornaments, silver utensils, diamond, precious stones, semi-precious stones, mining and related activities.

Change in the nature of business, if any:

Yes, there is a change in the nature of the business. The objectives of the company after changes are:

1. To manufacture, import, export and deal in textile goods, silk goods, woollen goods, and goods made of
synthetic fibre such as terene, polyster etc., including readymade garments and to gin, press, pack or
clean, cotton, wool, hemp, jute and other substitutes by steam or motor powers.

2. To carry on business of spinning (openend and conventional ring), yarn manufacturing, doubling,

blending, printing, mercers and textile industry and this includes manufacturing, processing, dealing in
exporting and importing products capable of being spun, woven and processed from cotton, wool, silk,
man-made fibres and other artificial fibres. To mine, quarry, excavate, Manufacture, Buy, Sell, Import,
Export, Refine, Alter and to search for all Stones, Marble, Granites, make merchantable or otherwise deal
in Stones and to carry on business as Miners and acquire, Hire, Lease, explore, work, excise, develop and
to acquire mining right and get quarry smell, refine and to prepare market for all kinds of Stones, Marble,
Granites, ore, minerals and metal and other, found in or upon the Earth.

3. To establish, install and set up factories, stone polishing and cutting machines for purpose of polishing,
glazing, processing and cutting of marble slab, granite and all other natural stones

4. To do all or any of the business of prospecting, exploring, opening and working mines, drill and sink
shafts or wells and to pump, refine, raise, dig and quarry for oil, petroleum, gold, silver, diamonds,
precious stones, semi-precious stones, coal, limestone, iron, aluminum, titanium, mica, aplite, chrome,
copper, gypsum, lead, manganese, nickel, platinum, uranium, sulphur, tin, zinc, zircon, bauxite and
tungsten and ores and minerals.

5. To carry on all or any of the business of goldsmiths, silver smiths, jewellers, gem and diamond
merchants and of manufacturing and dealing in jewellery, ornaments and their components and
accessories and of producing acquiring and trading in metals, bullion, gold ornaments, silver utensils,
diamond, precious stones, semi- precious stones.

6. To carry on the business of construction as Contractors, Builders, Town planners, Infrastructure
developers, Real estate developers and Engineers land developers, estate agents, immovable property
dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property
of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, kothis,
bridges, highways, roads, commercial properties and civil work of every type on the land of the Company
or any other land or immovable property whether belonging to the Company or not and to pull down,
rebuild, enlarge alter and other conveniences and to deal with and improve, property of the Company or
any other Immovable property in India.

CHANGE OF NAME OF THE COMPANY:

The change in the name of the Company has been changed from Sree Jayalakshmi Autospin Limited to
Sparkle Gold Rock Limited under Sections 4, 13 and 14 of the Companies Act, 2013 ("Act") and rules
made thereunder and other applicable provisions, if any, of the Act, including any statutory
modification/s or re-enactment/s thereof for the time being in force, Regulation 45 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,was
proposed on 30^th September 2024 to shareholders and the same was approved by the shareholders and
vide Special Resolution passed by way of remote E-voting and the same has been deemed to be
approved and passed with the requisite majority on September 30, 2024.

Approval of Central Government signified in writing having been accorded and Certificate of
Incorporation pursuant to change of name issued by the Registrar of Companies Manesar, Haryana,
w.e.f. April 18, 2025 (after the closure of FY 2024-25).

Further, the new restated Memorandum of Association and Articles of Association of the Company was
adopted vide special resolution passed by the members of the Company at the Annual General Meeting

held on September 30, 2024. The notice from BSE for name approval was received on 26^th May, 2025
(after the closure of FY 2024-25).

Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report: There are no material changes and commitments
affecting the financial position of the Company occurred between the ends of the financial year to
which these financial statements relate on the date of this report.

The company has changed its registered office address, authorized capital, name of company along
with its objects during the year.

Details of Subsidiary/Joint Ventures/Associate Companies: The Company does not have any
Subsidiary, Joint venture or Associate Company.

Deposits: The Company has neither accepted nor renewed any deposits during the year under
review. Director has given loan from his own funds.

Auditors'/s. Company has appointed M/s. G.R. Gupta and Company, Chartered Accountants,
(FRN:006201C) as the Statutory Auditors of the Company on 30^th September 2024 to hold office till
the conclusion of the Thirty Eighth Annual General Meeting (AGM).

Share Capital: The company has changed its Authorized Share Capital from existing 5,00,00,000 (Five
Crore) to 20,00,00,000 (Twenty Crore) under section 61 and other applicable provisions of the
Companies Act, 2013. No shares were allotted during the period under review. As on 31st March
2025, the Authorized Share Capital stood as Rs. 20, 00, 00, 000/-(Rupees Twenty Crores only) divided
into 2,00,00,000 (Two Crores) Equity Shares of Rs.10/- (Rupees Ten only) each and issued,
Subscribed and paid up as on 31st March 2025 is Rs. 4,47,82,000/- (Rupees Four Crores Forty-Seven
Lacs and Eighty-Two Thousand only) divided into 44,78,200 (Forty-Four Lacs Seventy-Eight Thousand
Two Hundred) Equity Shares of Rs. 10 /- (Rupees Ten only) each.

> The Company has increased its authorized or paid-up share capital.

> The Company has not bought back any of its securities during the year under review.

> The Company has not issued any sweat equity shares during the year under review.

> No bonus shares were issued during the year under review.

> The Company has not provided any stock option scheme to the employees.

Extract of the annual return: Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as
amended from time to time, the Annual Return of the Company for Financial Year 2024-25 is
available on the Company's website at www.sparklegoldrock.com

Conservation of energy, technology absorption and foreign exchange earnings and outgo: The

detail in regard to the technology absorption is annexed as an Annexure I. There was no foreign
exchange inflow or Outflow during the year under review.

Corporate Social Responsibility (CSR): The Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS:

A) Appointment, Re-appointment and Resignation of Key Managerial Person:

In accordance with the provisions of section 152 and other applicable provisions of Companies
Act, 2013, Ms. Sarita Devi Sharma, (DIN: 02467927) (Managing Director) of the company, was
appointed on 16.07.2024, retires by rotation in the ensuring Annual General Meeting and being
eligible has offered herself for re-appointment. Ms. Manisha Godara, (DIN: 08116113) and Mr.
Manuj Agarwal, (DIN: 09193711) were appointed as the Additional Directors on the board both
w.e.f. 29/07/2024 and in respect of whom the Company has received a notice in writing from a
member proposing their candidature for the office of Director, be and is hereby appointed as
Director of the Company.

Further Ms. Lakshita Sharma (DIN: 09831479) was appointed as the CFO w.e.f. 16/07/2024 and
Additional Director w.e.f. 29/07/2024 on the Board and in respect of whom the Company has
received a notice in writing from a member proposing her candidature for the office of Director,
be and is hereby appointed as Director of the Company.

Ms. Manisha Godara, (DIN: 08116113) and Mr. Manuj Agarwal, (DIN: 09193711) were regularized
as Independent Director in the AGM held on 30^th September 2024. Ms. Lakshita Sharma (DIN:
09831479) was regularized as CFO and Mrs. Sarita Devi Sharma, (DIN: 02467927) was regularized
as Managing Director of the company in the AGM held on 30th September 2024.

Mr. Presh Kumar was appointed as a Company Secretary and compliance officer of the company
w.e.f. 14th June 2024. Further Mr. Presh Kumar has submitted his resignation on 02^nd Sept 2024
w.e.f 30th Sept 2024.

Mrs. Shivani Bairathi was appointed as a Company Secretary and compliance officer of the
company w.e.f. 1^st October 2024. Further Ms. Shivani has tendered her resignation after the
closure of FY 2024-25.

B) Declaration by an Independent Director and re-appointment, if any The Independent Directors
have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in
Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

C) Formal Annual Evaluation of Board of Directors: Pursuant to the governing provisions of the

Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a formal evaluation was carried out by the Board of its own performance and that of its
committees and individual directors. During the year under review, one meeting of the
independent directors was held wherein the performance of non- independent directors and the
Board as whole were reviewed. The performance evaluation of committees and Independent
Directors was carried out by entire Board excluding the director being evaluated. The
Independent Directors also assessed the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Directors to
effectively and necessarily perform their duties.

The final evaluation was thereafter deliberated and assessed taking into account inputs from the
Board about evaluation of independent directors and various committees of the Board and
suggesting action plan for improving Board performance and plan for next Board, its committee(s)
and individual director's evaluation.

D) Number of meetings of the Board of Directors: The Company had 12 Board meetings during the
financial year under review which is mentioned in the Corporate Governance Report. During the
year, 12 (Twelve) Meetings of the Board of Directors were held respectively on:

Audit Committee: As on 31^st March 2025 Audit Committee consists of two non-executive directors
and one executive director. The members of the Committee are Manuj Agarwal, Manisha Godara
and Lakshita Sharma. The audit committee had met for eight times in a financial year.

Mr. T. Veerabhadraswamy, Mr. Basavaraj N. Patil and Mrs. U. Vijaya Prabhakar are the members of
audit committee from April to July and have attended meeting on 20.05.2025, 14.06.2024,
11.07.2024, 16.07.2024 and 29.07.2024. The members of the Committee from August to March are
Manuj Agarwal, Manisha Godara and Lakshita Sharma and have attended meetings on 10.10.2024,
06.01.2025 and 10.01.2025.

Nomination and Remuneration Committee: As on 31^st March 2025 Committee consists of consists
of two non-executive directors and one executive director. The members of the Committee are
Manuj Agarwal, Manisha Godara and Lakshita Sharma. The Nomination and Remuneration
Committee had met for four times in a financial year.

Mr. T. Veerabhadraswamy, Mr. Basavaraj N. Patil and Mrs. U. Vijaya Prabhakar are the members of
committee from April to July and have attended meeting on 14.06.2024, 16.07.2024 and 29.07.2024.
The members of the Committee from August to March are Manuj Agarwal, Manisha Godara and
Lakshita Sharma and have attended meetings on 01.09.2024.

Vigil Mechanism/Whistle Blower Policy: The Company has adopted a Whistle Blower Policy and has
established the mechanism in lieu with the requirements under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Whistle Blower policy is formulated to provide a vigil mechanism for Directors and Employees to
raise the genuine concerns about unethical behaviour, actual and suspected fraud and violation,
actual or suspected fraud. It also provides for adequate safeguard against victimization of the
whistle blower. No person has been denied access to the Audit committee. The committee looks
into the complaints, and tracks matters to the closure as per the law.

Stakeholder's Relationship Committee: Ms. Manisha Godara Independent and Non-Executive
director is the chairman of the Stakeholders' Grievance Committee. The roles and responsibilities of
the Committee are given in detail in the corporate governance report.

Particulars of loans, guarantees or investments under section 186: The particulars of Loans,
guarantees or investments made under Section 186 are not applicable.

Particulars of contracts or arrangements with related parties: The particulars of Contracts or
Arrangements made with related parties made pursuant to Section 188 are furnished in Annexure II
and are attached to this report.

Managerial Remuneration: None of the employees in the company is earning above five lakhs per
months / Sixty Lacs per annum.

Secretarial Audit report: Pursuant to Section 204 of the Companies Act 2013 and the Companies
(Appointment and remuneration of Managerial Personnel) Rules 2014, the Company has appointed
Megha Khandelwal, Company Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure III with the report. There are
some qualifications, reservation or adverse remarks or disclaimer in the Secretarial Audit Report the
board of directors are explaining this qualification in Annexure IV.

Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause

(c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that.

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

(b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit of the company for -
that period

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future: There were no such orders passed.

Management Discussion and Analysis report: Management Discussion and Analysis Report as
required under LODR Regulations are disclosed as Annexure V.

Corporate Governance Report: Corporate Governance report as required under LODR Regulations
is disclosed as Annexure VI.

Listing Fees: The Company confirms that it has paid the annual listing fees for the year 2025¬
26 Stock exchange.

Criteria of Making Payments to Non-Executive Director If the Same Has Not Been Disclosed in
Annual Report: Within the parameters prescribed by law, the payment of siting fees will be
recommended by the Nomination and Remuneration Committee and will be approved by the Board.
Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid
sitting fees (for attending the meetings of the Board and of committees of which they may be
members) and commission within regulatory limits. Quantum of sitting fees may be subject to
review on a periodic basis, as required.

Other particulars related to Directors: The Independent Directors also assessed the quality, quantity
and timeliness of flow of information between the Company Management and the Board that is
necessary for the Directors to effectively and necessarily perform their duties.

Prevention, Prohibition and Redressal of Sexual Harassment of women at Work Place: The

Company has in place a policy on prevention, prohibition & redressal of sexual harassment of
women at work place. No complaints are received during the year.

Policy on Dealing with Related Party Transactions: Company deals with related parties on market
terms and conditions at market prices. No special consideration in given, they only do job works at
ruling market prices.

Policy for Determining Material Subsidiaries: Company does not deal in any material subsidiaries.

Details If Familiarization on Programmes Imparted to Independent Directors Including The
Following Details: No familiarization programs are conducted to Independent Directors. The
Independent Directors are well aware of the manufacturing and dealing in jewellery, ornaments and
their components and accessories and of producing acquiring and trading in metals, bullion, gold
ornaments, silver utensils, diamond, precious stones, and semi-precious stones. They are also well
versed in day-to-day market fluctuation in gold Markets.

The E-Mail Address f-or Grievance Redressal and Other Relevant Details: The Grievance redressal is
headed by Mrs. Lakshita Sharma and shareholders can complain directly through the e-mail
sjlalcd@mail.com and to Integrated Registry Management Service Pvt Ltd No, 30 Ramana
Residency, Ground Floor, 4th Cross Sampige road Malleshwaram, Bangalore- 560003.E mail id:
irg@intergratedindia.in.

No Fixed Agreements with Media Companies: There were no Fixed Agreements with Media
Companies and no such meet was conducted.

No Meeting of Institutional Investors or Analysts Meet Conducted by the Company
Penalty for Non-Compliance

The Company has a proper and adequate system of internal controls: This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded and
protected against loss from un-authorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial controls.

Compliance With Secretarial Standards on Board and General Meeting

Pursuant to Clause 9 of the Revised Secretarial Standard-l(SS-l) and Standard-2(SS-2), your
company has complied with applicable Secretarial Standard issued by the Institute of Company
Secretaries of India during the financial year under review.

Acknowledgements: Your Directors place on record their sincere thanks to bankers, business
associates, consultants, and various Government Authorities for their continued support extended
to your Companies activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.

For and on the behalf of the Board
LAKSHITA SHARMA

Director Place: Chitradurga

DIN: 09831479 Date: 04.09.2025