Evans Electric Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 75th 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, 2026.

FINANCIAL HIGHLIGHTS AND PERFORMANCE:

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

Particulars	Year ended 31st March, 2026 in (Rs.) (Amount in 00)	Year ended 31st March, 2025 in (Rs.) (Amount in 00)
Revenue from Operations	11,68,330.01	25,47,874.71
Other Income	83,102.78	1,04,143.12
Total Revenue	12,51,432.79	26,52,017.83
Total Expenditure	12,38,654.84	16,48,120.15
Profit/(Loss) before Tax	12,777.95	10,03,897.68
Tax Expense	55,841.87	2,46,429.13
Profit after tax	(43,063.92)	7,57,468.55
Equity Share Capital	5,48,80,000	5,48,80,000
Earnings per share	(0.78)	21.90

COMPANYS PERFORMANCE & OPERATIONS:

During the year under review, the income from operations of your Company was Rs. 11,68,33,001/- as against Rs. 25,47,87,500/- during the Previous Year.

DIVIDEND:

In view of losses, no dividend is proposed for the financial year ended 31st March, 2026.

RESERVES:

In view of losses, no transfer to reserves is recommended for the year under review.

STATE OF THE COMPANYS AFFAIRS:

Your Company is engaged in the specialised electrical repair, rewinding, overhauling, and testing of small, medium, and large electric motors, generators, transformers, and their critical components. The Company caters to mission-critical requirements of clients across power generation, oil and gas, general manufacturing, infrastructure, marine, traction and various other heavy engineering sectors.

The financial year 2025-26 was a year of transition for your Company. Revenue for the year was lower compared to the previous financial year, primarily attributable to the quantum of organisational and operational changes undertaken at the very beginning of the year. These changes, while impacting short-term revenue, were strategic in nature and aimed at strengthening the Companys long-term ideals and competitive position.

Despite the transitional impact, the Company successfully executed and delivered several large outstanding orders, with all projects completed at the respective customer sites to their satisfaction. This reinforced client confidence in our technical capability and commitment to on-site service excellence.

To reposition the Company for growth, the following key initiatives were undertaken during the year:

Business Development: The Company leveraged both internal resources and external agencies to identify and secure technically challenging, high-value projects. This focus on complex assignments aligns with our strategy to move up the value chain in the repair and refurbishment segment. New Verticals & Capabilities: Significant investments were made to upgrade workshop facilities and testing infrastructure, enabling the Company to venture into new verticals. These include: a. Component Manufacturing: Commenced manufacturing of critical components across the board, with specific focus on Coil & Bar manufacture for Traction Motors, High Voltage Motors, and Generators of any voltage, design, or capacity, targeting the national and export markets. b. Enhanced Testing: Augmented our High Voltage Power Testing capability to conduct full performance testing of Electric Motors, strengthening our value proposition for both repair and new-build clients.

Capability Building: Continued emphasis was placed on workforce training and process improvements to handle larger, more complex electromechanical equipment with higher reliability standards.

While the financial year reflected the impact of internal restructuring, the Board is of the view that the foundational changes implemented have positioned your Company for a stronger future. The successful completion of large site-based orders, entry into component manufacturing for export, and enhanced HV testing capabilities provide a diversified and robust platform for growth.

With industrial activity recovering and increased global focus on asset life extension and quality components, the Company expects demand for specialized repair services and manufactured components to remain strong. The Board remains committed to technical excellence, safety, and customer-centric service as the Company scales these new verticals in FY 2026-27 and beyond.

HUMAN RESOURCES:

The Board affirms that the Companys sustained performance is underpinned by a skilled, engaged, and values-driven workforce. Throughout the financial year, the Company has continued to invest in the preservation and advancement of its human capital, ensuring alignment between employee capability and the strategic imperatives of the business.

Key Developments in the F.Y 2025-26:

Talent Retention and Organisational Stability: A disciplined focus on employee engagement and wellbeing contributed to a reduction in voluntary attrition in comparison to the preceding year. Formal feedback mechanisms, enhanced recognition frameworks, and comprehensive wellbeing provisions have strengthened Organisational commitment and reduced regrettable loss of critical talent.

Leadership Development and Succession Planning: The Company places considerable emphasis on cultivating future leaders from within. During the year, the identified high-potential employees were afforded opportunities to assume site-level responsibilities, thereby gaining direct exposure to operational, financial, and stakeholder management disciplines. This deliberate exposure is designed to accelerate readiness for senior roles and to deepen enterprise leadership capability. Concurrently, structured development interventions have enhanced the capacity of emerging leaders to delegate effectively and to secure outcomes through collaborative team effort rather than individual endeavor. Coaching, action-learning projects, and cross-functional assignments have been employed to embed a culture of collective accountability and shared results.

Capability Enhancement and Continuous Learning: A substantial amount of learning was delivered per employee, with curricula aligned to critical future skills in digital, data, and customer excellence. Internal mobility mechanisms facilitated the deployment of talent to strategic projects, promoting knowledge transfer and broadening functional expertise across the organisation.

Diversity, Equity and Inclusion: The Company continues to advance representation at all levels. Female participation currently constitutes 6.25% of the company headcount. Inclusive hiring practices, diverse selection panels, and active employee engagement remain integral to fostering an equitable and high-performing culture.

Strategic Priorities for the F.Y 2026-27

Looking forward, the Company will:

Accelerate leadership readiness by further expanding site-based assignments for new talent, ensuring early exposure to P&L accountability, safety leadership, and community engagement.

Institutionalise team-based performance through embedding delegation, collaboration, and cross-functional delivery into leadership expectations and performance assessments.

Build critical future skills via accredited pathways in technology, analytics, and customer-centric operations.

Strengthen Organisational agility through workforce planning, succession mapping for critical roles, and optimisation of structure to support strategic growth.

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

The Board of your Company consists of 5 Members of whom 1 is an Executive Directors, 4 are Non-Executive Directors including 2 Independent Directors.

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

APPOINTMENT:

Mr. Kalyan V. Sivalenka (DIN: 06404449) has been appointed as an Additional Non-Executive Director of the Company with effect from 28th May, 2025 and subsequently regularized as Director in the 74th Annual General Meeting held on September 29, 2025.

Ms. Olga Neola Lume Pereira has been appointed as an Additional Independent Woman Director (Non-Executive) of the Company with effect from 28th May, 2025 and subsequently regularized as Independent Woman Director in the 74th Annual General Meeting held on September 29, 2025.

Mr. Prathamesh Wadekar has been appointed as a Chief Financial Officer of the Company with effect from December 04, 2025.

Mr. Rajesh Dattatray Dhekane has been appointed as the Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) of the Company with effect from June 27, 2025.

RESIGNATION AND RETIREMENT:

Mr. Krishna Pal Singh resigned from the position of an Independent Director of the Company with effect from July 07, 2025

Mr. Wilson Desouza (DIN: 01605439) resigned from the position of Whole Time Director of the Company with effect from October 31, 2025.

Mr. Prathamesh Wadekar resigned from the position of Chief Financial Officer of the Company with effect from February 28, 2026

Mr. Christopher Joseph Rodricks (Din: 00153176) retired from the position of Independent Director of the Company With effect from October 22, 2025, consequent to the end of his first term..

Mr. Anil Gulwani retired from the position of Chief Financial Officer of the Company with effect from September 11, 2025.

Mr. Rajkumar Mohan Keshwani vacated his office as an Alternate Director to Mr. Ivor Anthony Desouza with effect from June 27, 2025.

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

Ms. Iyleen Matilda Fernandes (DIN: 01322540) 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. Mr. Kalyan V. Sivalenka (DIN: 06404449), Non-Executive Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment in the upcoming AGM.

After the closure of Financial Year under review, the Company has appointed Ms. Jeanne Marie Desouza (DIN: 11748473) as an Additional Non-Executive Non-Independent Director of the Company with effect from June 01, 2026.

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.

Further, in the opinion of the Board, the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency as required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

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 No. 37 which are forming part of the financial statement.

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 2025-26 and the same will be available at http://evanselectric.co.in/

NUMBER OF BOARD MEETINGS CONDUCTED IN THE YEAR UNDER REVIEW:

The Board of Directors duly met 7 (seven times) during the year under review on 28/05/25, 27/06/25, 26/08/25, 30/10/25, 12/11/25, 4/12/25, 25/03/26.

Attendance of Director are given below:

Name of the Director	Number of Meetings Attended out of total 7 meetings held during the FY 2025-26
Ivor Anthony Desouza	7/7
*Wilson DeSouza	3/4
Lancelot Dcunha	7/7
**Christopher Joseph Rodricks	2/3
***Krishna Pal Singh	1/2
Kalyan V Sivalenka	7/7
Olga Noela Lume Pereira	7/7

* Mr. Wilson DeSouza has resigned from the office with effect from October 31, 2025. ** Mr. Christopher Joseph Rodricks has retired from the office with effect from October 22, 2025. *** Mr. Krishna Pal Singh has resigned from the office with effect from July 07, 2025.

DIRECTORS 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 31st March 2026 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 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 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;

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any holding, subsidiary or associate Companies.

15.STATUTORY AUDITORS:

M/s. R.S. Prabhu & Associates, Chartered Accountants (Firm Registration No.127010W) are appointed as statutory auditors of the Company in the 72nd 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.

16.AUDITORS REPORT:

An adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

17.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 has been received.

Your Company has also been conducting awareness campaign across its factory units 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

18.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:

Your Company is fully conscious of Global warming crisis and the steps being taken to counter its effect. Energy conservation being a major coordinated activity assisting the drive to reduce emissions, our Companys energy conservatory actions are ongoing to play our part in this global effort. The Company has also adopted measures to control and reduce the unnecessary use of energy in all processes and operations right through our factory operations, head office locations and customer onsite activities.

Measures taken for Energy Conservation during the F.Y 2025-26

Your Company remains committed to the efficient use and conservation of energy through various initiatives implemented at its manufacturing facility in Palghar and its corporate office at Santa Cruz (West). During the financial year, the Company undertook the following energy conservation measures:

Switch off campaign Use of off peak and night usage of power Group product cycles to spread power usage Adopting energy efficient lighting Installing power and Temperature control mechanisms on all high-power consuming equipment and processes.

B) Technology Absorption:

Efforts made towards technology absorption: During the year, the Company upgraded its rewinding facilities with VPI technology, CNC coil forming, and advanced diagnostic systems like PD & Surge testing. Technical collaborations with OEMs and structured training programs were undertaken to absorb global best practices in motor, generator and transformer rebuilding.

Benefits derived: The above measures resulted in improved product reliability, and a significant reduction in rework costs, development of capability to rebuild 11kV class HT motors, and import substitution of large turbine generator repairs, saving crores of rupees in foreign exchange.

Imported Technology:

There has been no Technology imports in this financial year.

C) Research & Development:

Your Company continues to undertake research and development (R&D) initiatives focused on high-voltage insulation schemes, operational principles, and advanced testing methodologies. The Companys ongoing investment in R&D facilities and technological innovation remains a key driver of product excellence, enabling it to strengthen its technical capabilities, enhance operational efficiency, and maintain a competitive edge in the industry.

D) Foreign Exchange Earnings and Outgoing:

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

Foreign Exchange Earnings And Outgoing	31st March 2026 (Rs.)	31st March 2025 (Rs.)
Income from Foreign Contracts	30,44,902	-
Foreign Currency Expenditure	-	2,69,564

RISK MANAGEMENT:

The Board recognise its responsibility for the Companys risk management and internal control systems. During the year, the Board reviewed the principal risks and uncertainties facing the Company, including those arising from its current geopolitical fluctuations, operations in servicing and repairing electric motors, generators, transformers, and the export of related components. The Board is satisfied that effective systems are in place to identify, assess, and mitigate key risks.

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.

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, 2025 appointed A. Sekar (Sekar Ananthanarayan), Practicing Company Secretary, holding a valid peer reviewed certificate, as the Secretarial Auditor of the Company for the period of 5 (Five) years from F.Y 2025-26 till F.Y 2029-2030 to conduct the secretarial audit of the Company and to submit Secretarial Audit Report. The appointment is further approved by the members in the 74th Annual General Meeting held on September 29, 2025.

The Secretarial Audit Report issued by A. Sekar (Sekar Ananthanarayan), 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 - 3.

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.

SECRETARIAL STANDARDS:

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

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 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 shareholder 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 systems 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;

Whistle Blower Policy; 2. Policy on Related Party Transactions; 3. Policy on Identification of Group Companies & Material Creditors & Litigation. 4. Terms and Condition for appointment of Independent Director. 5. Investment Policy 6. CSR Policy 7. Retirement Policy 8. POSH Policy

35.PARTICULARS OF EMPLOYEE:

The statement containing information required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors /employees of the Company forms part of this Directors Report and is provided in the Annexure- 2 to this Report.

36.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.

37.COMPANY S POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS,KMP AND SMP:

The NRC has established a policy in line with the provisions of the Act and the Listing Regulations for the selection, appointment, and remuneration of Directors, KMP, and SMP. The said policy is available on the Companys website and can be accessed at https://evanselectric.co.in/code-of-conduct-and-policies.php .

38.THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and hence the provision is Not Applicable to the Company.

THE 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:

Not applicable, since there is no one time settlement.

40.CAUTIONARY NOTE:

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.

41.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 Companys 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 05, 2026