Sparkle Gold Rock Ltd

Dematerialisation processing and ownership update

• Dematerialisation requests during quarter ended 30 September 2026 were confirmed to depositories (accepted/rejected).
• Securities in the certificates have been listed on the stock exchanges where the original securities are listed.
• Certificates for dematerialisation were mutilated and cancelled; depository name substituted within 15 days.

AGM Details

• Date, time, mode: 30 September 2026, 12:30 PM IST, via VC/OAVM.
• Record date: 24 September 2026 for members.
• AGM concluded at 12:59 PM IST.

Key Resolutions

• Resolution 1: Adopt Audited Financial Statements for the year ended 31 March 2026.
• Resolution 2: Appoint M/s Dhadda and Associates as Statutory Auditors.
• Resolution 3: Appoint Mrs. Sarita Devi Sharma as Managing Director (re-appointment).
• Resolution 4: Approve material related party transactions with Sparkle Gold Mines Private Limited.
• Resolution 5: Appointment of Independent Director.
• Resolution 6: Increase authorised share capital and alter MOA Capital Clause.
• Resolution 7: Approve borrowing limits under Section 180(1)(c).

Voting Results

• Resolution 1 passed: in favour 18,49,246; against 37,500.
• Resolution 2 passed: in favour 18,86,746; against 0.
• Resolution 3 passed: in favour 8,99,775; against 0; related parties refrained.
• Resolution 4 passed: in favour 8,62,275; against 37,500; related parties refrained.
• Note: Related parties refrained from voting on resolution 3.
• Resolution 5 passed: in favour 18,49,246; against 37,500.
• Resolution 6 passed: in favour 18,86,746; against 0.
• Resolution 7 passed: in favour 18,49,246; against 37,500.

Dividend

• Dividend: No dividend declared.

Directors & Management Changes

• Managing Director appointed: Mrs. Sarita Devi Sharma (re-appointment).
• Independent Director appointed (name not disclosed).

Auditors

• Statutory Auditor appointed: M/s Dhadda and Associates.

Material Related Party Transactions

• Material RPT with Sparkle Gold Mines Private Limited approved; value not disclosed.

Other Material Approvals

• Increase in Authorised Share Capital and alteration to MOA.
• Borrowing limits under Section 180(1)(c) approved.

AGM Details

• AGM held on 30 September 2026 at 12:30 IST via VC/OAVM.

Resolutions and Status

• Adopt Audited Financial Statements for year ended 31 March 2026; Ordinary resolution; results awaited.
• Appoint M/s. Dhadda and Associates as Statutory Auditors; Ordinary resolution; results awaited.
• Appoint Mrs. Sarita Devi Sharma as Managing Director; retires by rotation; ordinary resolution; results awaited.
• Approve material related party transactions with Sparkle Gold Rock Mines Private Limited; Special; ordinary resolution; results awaited.
• Appointment of Independent Director; Special; results awaited.
• Increase in Authorised Share Capital and MOA alteration; Special; results awaited.
• Borrowing limits under Section 180(1)(c) of Companies Act, 2013; Special; results awaited.

Meeting Closure

• Meeting concluded at 12:59 P.M.

Sparkle Gold Rock Limited — Trading window closed from 01 October 2026 in connection with finalization of financial statements for the quarter ending and half year ending September 30, 2026; The Trading Window will open 48 hours after the said financial results are declared to the Stock Exchange.

Financial snapshot

• Revenue from operations: 11,157.16 Lakhs for year ended 31-03-2026.
• Net profit: 414.58 Lakhs for the year.
• EPS: Rs 9.26 for the year.
• Total assets: 5,619.49 Lakhs; total equity: 526.81 Lakhs.
• Cash and cash equivalents: Rs 107.11 Lakhs.
• Net current assets: Rs 523.52 Lakhs.
• Total borrowings: Rs 4,926.55 Lakhs.
• Dividend: no dividend declared or paid.
• Balance sheet restatement: 31-03-2025 restated; borrowings moved to current.

Audit & internal controls

• Auditors qualified due to related-party transactions with Sparkle Gold Mines Pvt Ltd.
• Material weakness: inadequate customer credit evaluation and limits.
• Audit trail missing; security/user controls weak.
• Backdated entries raise reliability concerns.
• Related party transactions require prior approvals; not always obtained.
• RPTs are in ordinary course and at arm's length.
• Management states RPTs disclosed in statements and policy.
• No going concern concerns flagged.

Related party transactions

• Last year related party transactions with Sparkle Gold Mines approx Rs 55 crore.
• Current year upto latest quarter approx Rs 6 crore.
• RPTs with Sparkle Gold Mines are in ordinary course; arm's length.
• Related parties include Sparkle Gold Mines Pvt Ltd; directors have interest.
• Audit Committee reviewed RPTs; approvals considered.

Governance & AGM

• 35th AGM on 30 Sep 2026 via VC/OAVM.
• Notice covers ordinary business; remote e-voting provided.
• Durga Pallavi Tekumalla appointed Independent Director for five years from Sep 2026.
• Increase in authorized share capital; MOA Clause V altered.
• Borrowing limits up to Rs 100 crore approved.
• RPT approvals thresholds defined; related parties to abstain from voting.

Restatements & accounting notes

• Retrospective restatement of Balance Sheet as at 31-03-2025; borrowings moved to current.
• Note 32 confirms P&L and cash flows unaffected.
• Note 34: provisions for demands pending; impact not commented.
• Disclosures under Ind AS 8 and Ind AS 1; restatements.
• Management notes restatements do not affect P&L.

Risks & outlook

• Credit risk managed by approvals and allowances.
• Liquidity risk monitored; positive cash balance through 2026.
• Market risk: interest rate exposure; no currency exposure.
• Audit weaknesses may impact financial reporting quality.
• Governance risk due to unapproved RPTs.

AGM Details

• Date, time and mode: 30 September 2026, 12:30 PM via VC/OAVM.
• Register/Book closure: 23 September 2026 to 30 September 2026.

Resolutions

• Ordinary: Adoption of Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: Appointment of Dhadda and Associates as Statutory Auditors for one year.
• Ordinary: Re-appointment of Mrs. Sarita Devi Sharma as Managing Director.
• Ordinary: Material Related Party Transaction with Sparkle Gold Mines Private Limited.
• Special: Appointment of Durga Pallavi Tekumalla as Non-Executive Independent Director for five years.
• Ordinary: Increase in Authorised Share Capital and MOA alteration.
• Special: Borrowing limits Rs 60cr fund-based and Rs 40cr non-fund-based.
• Special: Authority to create charges over assets to secure borrowings.

Auditor Appointment

• Statutory Auditors appointed for one-year term; remuneration to be fixed by the Audit Committee.

Independent Director

• Durga Pallavi Tekumalla appointed Independent Director for five-year term.

Managing Director

• Mrs. Sarita Devi Sharma to retire by rotation and seek re-appointment as Managing Director.

Capital & MOA

• Increase in authorised share capital and alteration of MOA Clause V.

Related Party Transactions

• Material RPT with Sparkle Gold Mines Private Limited approved; arm’s length in ordinary course.
• Previous year related party transactions approx Rs 55 crore.
• Current year to date related party transactions approx Rs 6 crore.

Meeting Details

• Meeting on 04-09-2026 at 12:00 P.M. at the registered office.

Key Agenda Items

• Consider and approve AGM notice for 30 September 2026 via VC/OAVM.
• Consider and approve the Draft of Directors Report, Annual Report.
• Consider and approve Material Related Party Transaction.
• Consider and approve appointment of Independent Director.
• Consider and approve appointment of Scrutinizer.
• Consider and approve increase in authorised share capital.
• Consider and approve borrowing limit.

Other Notes

• Book Closure Date for AGM set as 24 September 2026.

Key approvals

• Approved acquisition of marble mining and processing entity, subject to due diligence and negotiations.
• In-principle approval of transaction structure, consideration, and terms, subject to regulatory approvals.
• Fundraising via preferential issue of equity or other securities; may involve share swap as consideration.
• Authorized CEO to identify advisors incl SEBI-registered merchant banker and valuer.
• CEO to conduct due diligence, negotiate, finalize terms, and execute definitive documents subject to Board approval.