Evans Electric Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 74^th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements of the Accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The Companys Financial Performance for the year under review is given hereunder:

Particulars	Year ended 31st March, 2025 in (Rs.)	Year ended 31st March, 2024 in (Rs.)
Revenue from Operations	25,47,87,500	20,67,05,800
Other Income	1,04,14,300	47,65,600
Total Revenue	26,52,01,800	21,14,71,400
Expenditure other than depreciation	16,24,81,700	14,50,54,600
Profit before tax and depreciation	10,27,20,000	6,64,16,800
Depreciation	23,30,300	23,61,700
Profit before Extraordinary items and tax	10,03,89,800	6,40,55,100
Reversal of Provision of Doubtful Debts	-	-
Tax Expense	2,46,42,900	1,33,40,900
Profit after tax	7,57,46,900	5,07,14,300
Equity Share Capital	5,48,40,000	2,74,40,000
Earnings per share	21.90	18.48

2. COMPANYfS PERFORMANCE & OPERATIONS:

During the year under review, the income from operations of your Company was Rs. 25,47,87,500/- as against Rs. 20,67,05,800/- during the Previous Year. Your Company recorded a growth by 23.3% as compared to the previous year.

3. DIVIDEND:

The Board of Directors of the Company propose a Final Dividend of Rs. 1.50/- (Rupee One and Paise Fifty Only) per equity share for the financial year ended 31st March, 2025 for consideration of the shareholders at the upcoming Annual General Meeting.

4. RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. STATE OF THE COMPANYfS AFFAIRS:

Your Company is in the field of repair and maintenance of large Motors, Generators, and Transformers. All industries need these three products. Heavy industries require the Larger Electrical Machines. As these machines get older the scope for the repair and maintenance increases in an exponential manner.

The routine work of regular overhaul and repair is getting very competitive. Your Company is branching out into allied fields closely associated with our three heavy electrical products of large Motors Generators and Transformers.

The Company had completed the site work of a large turbo generator. This order was received in June 2024. We are also continue with the site work on a large DC motor armature. Your Company is looking to work with our own resources as well as external marketing agencies that can procure technically challenging high value orders and with limited competition.

In addition, we have put in place plans for new verticals and enhanced facilities. This will provide a quantum leap in the level and diversity of the services we will offer in F.Y 2025-26.

6. HUMAN RESOURCES:

Evans is a group which grows along with its people. We provide open and friendly culture encouraging not only growth of an individual but also that of a team which eventually cascades into the growth of the organization. Evans is a place where people have remained committed for long periods not only for rewards and recognition but also because they feel part of the family- a community, a place where teammates go the extra mile and work with each other. Employees have easy accessibility to the senior management through open door policy and are given adequate exposure to explore innovative ideas and pursue novel concepts.

Growth is performance driven and is dependent on the ability of the individual to take initiative and assume higher responsibilities. Demonstrating outstanding work ethics in the course of performing daily activities, contributing beyond identified team role and responsibilities help in faster career progression. It is very important for us to ensure that employee morale is high and they feel a sense of pride and belonging to the organization. Human resource team plays a crucial role by motivating, retaining and charting out growth path for employees.

Building and consolidating our talent pool has always been one of the top priorities and we have been successful in attracting varied talent that brings sound expertise, new perspectives and infectious enthusiasm. Evans has a strong presence in the market and attracts the best talent in the market. We believe that the ultimate identity and the success of our organization depend largely on sourcing candidates who complement our culture and share our values.

We have started and are progressing with an aggressive recruitment plan to attract the very best in all spheres of our business. This will have a positive impact in the company progressing into 2025-26.

7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:

The Board of your Company consists of 7 Members of whom 3 are Executive Directors and 4 are Non-Executive Directors including 3 Independent Directors.

During the year under review, the following changes took place in the composition of Board of Directors:

APPOINTMENT:

1. Mr. Lancelot Gerard Dcunha (DIN: 00484946) has been appointed as an Additional Independent Non-Executive Director of the Company with effect from March 01, 2025.

2. Mr. Wilson Desouza (DIN: 01605439) has been appointed as an Additional Executive Director of the Company with effect from March 01, 2025.

RESIGNATION:

1. Mr. Nelson Lionel Fernandes (DIN: 00985281) has resigned from the position of Managing Director of the Company with effect from April 02, 2025 after attaining retirement age.

2. Ms. Iyleen Matilda Fernandes (DIN: 01322540) has resigned from the position of Whole-time director of the Company with effect from April 02, 2025 after attaining retirement age.

RETIREMENT BY ROTATION:

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act 2013 one third of the directors of the Company are liable to retire by rotation and if eligible they can offer themselves for the re-appointment. In this Annual General Meeting Ivor Anthony Desouza (DIN:

00978987), Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

8. DEVELOPMENTS AFTER CLOSURE OF THE FINANCIAL YEAR:

• The Company appointed Mr. Kalyan V. Sivalenka as an Additional Non-Executive, Non-Independent Director with effect from May 28, 2025, to hold office up to the ensuing Annual General Meeting.

• The Company appointed Ms. Olga Noela Lume Pereira as an Additional Non-Executive, Independent Woman Director with effect from May 28, 2025, to hold office up to the ensuing Annual General Meeting.

• The Company appointed Mr. Rajesh Dattatray Dhekane as the Chief Executive Officer (CEO) of the Company with effect from June 27, 2025.

• The registered office of the Company was shifted within the local limits of the city from 430,

Orchard Mall, ‘A Wing, 3rd Floor, Royal Palms Estate, Aarey Milk Colony, Goregaon (East),

Mumbai 400065 to 501/B - Wing, Raj Residency, Gujar Lane, Off S. V. Road, Santacruz (West), Mumbai 400054 with effect from May 14, 2025.

• For reasons of operational convenience and to avail enhanced service facilities, the company has shifted its banking operations from Union Bank of India to ICICI Bank Limited.

9. DECLARATION BY INDEPENDENT DIRECTOR [SECTION 149(6)&(10)]:

Your Company has received Declaration from Independent Directors of the Company pursuant to the compliances of section 149(6) & (10) of the Companies Act 2013.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no other material changes and commitments affecting the financial position of the Company.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, your Company has not entered into any Material Related Party Transactions as mentioned under Section 188 of the Companies Act, 2013. Details of the Related Party Transactions as required to be disclosed under AS 18 are disclosed in the Notes to Accounts which are forming part of the financial statement.

12. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the extract of Annual Return will be uploaded on the website of the Company for the FY 2024-25 and the same will be available at http://evanselectric.co.in/

13. NUMBER OF BOARD MEETINGS CONDUCTED IN THE YEAR UNDER REVIEW:

The Board of Directors duly met 4 (Four) times during the year under review.

Dates of Board Meetings: 28/05/2024, 13/08/2024, 07/11/2024, and 28/02/2025.

Name of the Director	Number of Meetings Attended out of total 4 meetings held during the FY 2024-2025
Ivor Anthony Desouza	4
Nelson Lionel Fernandes	4
Iyleen Matilda Fernandes	3
Christopher Joseph Rodricks	4
Krishna Pal Singh	4

14. DIRECTORfS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility of ensuring compliance with the provision of section 13(3)(c) read with section 134 (5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31^st March 2025 and state that:

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

b) The director 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 and loss of 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 the Companies Act, 2013 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;

e) The directors had laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and are operating effectively;

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

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any holding/subsidiary/associate Companies.

16. STATUTORY AUDITORS:

M/s. R.S. Prabhu & Associates, Chartered Accountants (Firm Registration No.127010W) are appointed as statutory auditors of the Company in the 72^nd Annual General Meeting held on September 28, 2023. They hold office for a term of 5 years until the conclusion of the 77th Annual General Meeting of the Company.

17. AUDITORS REPORT:

An adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2025, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control started in the Guidance Note issued by ICAI.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT, 2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment for its employees.

The Company is committed to provide an environment, which is free from discrimination and abuse. Internal Complaints Committee (ICC) has been duly constituted as prescribed under POSH Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaint was been received.

Your Company has also been conducting awareness campaign across all its manufacturing units, warehouses, retail stores and office premises to encourage its employees to be more responsible and alert while discharging their duties.

The requisite information as required to be furnished are given below: -

a. number of complaints of sexual harassment received in the year: Nil b. number of complaints disposed of during the year: Nil c. number of cases pending for more than ninety days: Nil

19. COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

Your Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

A) Conservation of Energy:

Conservation of energy is a continuous process and management is taking all prudent steps to conserve energy resources.

B) Technology Absorption:

Your Company is using the technology of "Reverse Engineering". We undertake to repair machines not manufactured by us as also where drawings are not available for these old machines. In this process of Reverse Engineering, we carefully dismantle the machine, step by step, location marking all the components. We inspect and test each component and compare it with our database. Components which are damaged are duplicated. Where there is scope for improvement in some of the components these components are re-engineered so as to give it a longer life. Going forward we expect significant business opportunities through Reverse Engineering.

C) Research & Development: Your Company from time to time does R&D for "High Voltage Insulation Schemes".

D) Foreign Exchange Earnings and Outgo:

The Foreign Exchange Earnings and outgo for the Year under review is:

Foreign Exchange Earnings And Outgo	31st March 2025	31st March 2024
	(Rs.)	(Rs.)
Income from Foreign Contracts	-	11,80,800
Foreign Currency Expenditure	2,69,564	2,35,200

21. RISK MANAGEMENT:

The Company has identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The key risks identified by the Company include, competition, financial risk and compliance of all applicable statues and regulations. The Company has well defined policies/mechanism to mitigate competition and financial risks. The Company reviews the policies/mechanism periodically to align with the changes in market practices and regulations. Compliances risks have been mitigated through periodical monitoring and reviews of the regulatory framework to ensure complete compliances with all applicable statues and regulations.

The Board has reviewed the Companys Risk Management framework and based on the review carried out, the Board confirms that no material risks or threats, which could adversely affect the sustainability of the Companys operations or financial position, were identified during the year under review"

22. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the Financial Year under review, as required under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, and Rule 9 of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure - 1. The CSR Policy is available on the website of the Company at https://evanselectric.co.in/assets/doc/CSR%20Policy.pdf

23. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

24. COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies Act, 2013 is not applicable to the Company.

25. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status and Companys operations.

26. DETAILS OF FRAUD REPORT BY THE AUDITOR:

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made there under in the management of the Company during financial year under review.

27. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in the nature of business of your Company in the year under consideration.

28. SECRETARIAL AUDITOR:

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on May 28, 2024 appointed M/s MSDS & Associates, Firm of Practicing Company Secretaries, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31, 2025 and to submit Secretarial Audit Report.

The Secretarial Audit Report issued by M/s. MSDS & Associates does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in form MR-3 forms part of the annexures to this Directors Report as Annexure 2.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Though the provisions relating to Vigil Mechanism do not apply to the Company, the Company has adopted a formal Vigil Mechanism and Whistle Blower Policy. Your Company follows an open and transparent policy with respect to its dealings with its employees. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.

30. SECRETARIAL STANDARDS:

The Company has complied with all the mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

31. DEPOSITS:

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

32. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

There was no guarantee given or security provided pursuant to Section 186 of the Companies Act, 2013 during financial year under review and hence the said provisions are not applicable. Further, the Company has invested its surplus funds not immediately required in the operations in the units of mutual fund details thereof have been disclosed in the in the Notes to Accounts which are forming part of the financial statement.

33. CORPORATE GOVERNANCE:

Your Company believes that sound Corporate Governance is critical for enhancing and retaining investors trust and your Company always seeks to ensure that its performance goals are met accordingly. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company had adopted many ethical and transparent governance practices even before they were mandated by law. The Company has always worked towards building trust with shareholders employees, customers, suppliers and other stakeholders based on the principles of Good Corporate Governance. However, since the securities of the Company are listed at SME platform of BSE Limited pursuant to the SEBI (LODR) Regulations 2019, the Company is not required to attach report on Corporate Governance to the report of Directors.

34. POLICIES OF THE COMPANY:

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Act and SEBI Listing Regulations in order to follow a uniform system of procedures.

Following are some of the major policies adopted by the Company and placed at its website at www.evanselectric.co.in

i. Code of Conduct for Corporate Governance; ii. Code of Conduct for Prevention of Insider Trading; iii. Code of Conduct for Director and senior management personal iv. Policy on determination of Material Criteria for Disclosure; v. Policy on Nomination and Remuneration Committee; vi. Policy on Preservation of documents; vii. Risk Management Policy; viii. Whistle Blower Policy; ix. Policy on Related Party Transactions; x. Policy on Identification of Group Companies & Material Creditors & Litigation. xi. Terms and condition for app of Independent Director. xii. Investment Policy xiii. CSR Policy

35. PARTICULARS OF EMPLOYEE:

There is no employee drawing salary in excess of the limit as specified in the Act.

36. CAUTIONARY NOTE:

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, Performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

37. PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD:

The annual performance evaluation was carried out which included evaluation of the Board, Executive Directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board.

38. ACKNOWLEDGEMENT:

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 BEHALF OF THE BOARD OF DIRECTORS

OF EVANS ELECTRIC LIMITED,

SD/-

Ivor Desouza

DIN: 00978987

Chairman and Director

Place: Mumbai

Date: August 26, 2025