Mercury EV-Tech Ltd Directors Report

To,

The Members of

Mercury EV-Tech Limited.

Your Directors are pleased to present the 40^th Annual Report and the Audited Financial Statements for the year ended 31^st March, 2026. The Financial results are shown as below:

1. FINANCIAL RESULTS:

Your Companys financial performance for the year ended March 31, 2026 is as below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from Operation	4527.21	6764.27	10207.35	8963.64
Other Income	503.13	142.41	586.32	345.40
Total Income	5030.34	6906.68	10793.67	9309.03
Total Expense	4603.38	6074.61	10134.48	8314.75
Profit Before Tax	426.96	832.06	659.19	994.28
Tax Expense	143.83	193.49	220.44	224.56
Net Profit	283.12	638.58	438.75	769.70

2. REVIEW OF OPERATIONS:

STANDALONE FINANCIAL HIGHLIGHTS/SUMMARY

During FY 2025-26, total income of the Company was Rs. 5030.34 Crores as compared to Rs. 6906.68 Crores in FY 2024- 25, showing decline of about 13.33%. Profit before tax and Profit after tax were Rs. 832.06 Crores and Rs. 283.12 Crores respectively for the FY 2025-26 as against Rs. 832.06 Crores and Rs. 638.58 Crores respectively in in FY 2024- 25.

CONSOLIDATED FINANCIAL HIGHLIGHTS/ SUMMARY

During FY 2025-26, total income of the Company was Rs. 10793.67 Crores as compared to Rs. 9309.03 Crores in FY 2024- 25. Profit before tax and Profit after tax were Rs. 659.19 Crores and Rs. 438.75 Crores respectively for the FY 2025-26 as against Rs. 994.28 Crores and Rs.769.70 Crores respectively in FY 202425.

3. DIVIDEND

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2026.

4. TRANSFER TO RESERVE

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

5. SHARE CAPITAL

As at March 31, 2026, and as at the date of this report, the authorized share capital of the company is 48,01,00,000 (Rupees Forty Eight Crore One Lakhs only) divided into 48,01,00,000 equity shares of 1/- each. The paid up capital of the company is 18,99,73,058/- (Rupees Eighteen Crore Ninety-nine Lakhs Seventy Three Thousand and fifty eight Only) divided into 18,99,73,058 equity shares of 1/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. BOARD OF DIRECTORS

Mr. Jayeshkumar Raichandbhai Thakkar (DIN: 01631093), Mr. Darshankumar Jitendra Shah (DIN: 08687729), Mr. Dinesh Kumar Sinha (DIN: 10322097), Mrs. Riya Vinodbhai Sharama (DIN: 11208483), Mr. Sachin Shivaji Wagh (DIN: 01056774), Mr. Lalit Vitthal Waankhede (DIN: 00556938) and Mr. Ajay Ramkrishna Shukla (DIN: 10714665) were the Directors on the Board at the beginning of financial year. However, the following changes were occurred till the date of the approval of Directors Report.

• Mr. Darshankumar Jitendra Shah (DIN: 08687729) Executive Director of the Company liable to retire by rotation has been reappointed in the 39^th Annual General Meeting of the Company held on 15^th December, 2025.

• Mr. Ajay Ramkrishna Shukla (DIN: 10714665), Independent Director ceased to be Independent Director of the Company due to his sudden demise on December 23, 2025.

• Your Company has 6 (Six) Directors as on 31^st March, 2026 namely:

1. Mr. Jayeshkumar Thakkar - Chairman and Managing Director

2. Mr. Darshan Shah - Executive Director

3. Mr. Dineshkumar Sinha - Non-Executive - Independent Director

4. Mr. Sachin Shivaji Wagh - Non-Executive - Independent Director

5. Mr. Lalit Vitthal Waankhede- Non-Executive - Non Independent Director

6. Ms. Riya Sharma - Non-Executive - Independent Director

• As per the provisions of the Companies act, 2013, Mr. Lalit Vitthal Waankhede, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer hirself for re-appointment.

7. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as mentioned below:

i. Mr. Jayeshkumar Thakkar - Managing Director

ii. Mr. Dhruv Yardi - Chief Financial Officer

iii. Ms. Krishna Naik - Company Secretary & Compliance Officer

8. CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the company.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. There has been no change in the nature of business during the year.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. They have 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 the same period;

c. The directors have 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. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls in the company that are adequate and were operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

11. PUBLIC DEPOSITS

During the financial year 2025-26, your Company has neither accepted nor renewed any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy may be accessed from companys website at www.mercuryevtech.com

13. INDEPENDENT DIRECTORS MEETING

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

14. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the 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 the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the 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 addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which 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.

15. MEETINGS

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

17. COMMITTEES OF THE BOARD

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

18. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

19. COMMENTS ON AUDIT OBSERVATIONS:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation and adverse remark. Auditors Disclaimer report has been noted and additional financial control as required are being implemented.

20. COMMENTS ON THE SECRETARIAL AUDITORS OBSERVATIONS

Pursuant to the provisions of Section 204 of the Companies Act 2013, read with the rules made thereunder, the Board had appointed M/s. Nisarg Sharma & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the FY 2025-26. The Secretarial Audit Report for the year under review is provided as Annexure of this report.

The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided by the Management are as follows:

Sr.no	Qualification	Managements Response
1	The Company has not filed Form MGT-14 in respect of Special Resolutions passed through Postal Ballot on 29th June, 2025.	The Management informed that the mistake was inadvertent in nature and Company will be more cautious in future while complying with the requirements of Section 117 of the Companies Act, 2013.

21. AUDITORS:

A. Statutory Auditors

M/S Tejas K. Soni, Chartered Accountants (FRN 135093W), were appointed as Statutory Auditors of the company to fill casual vacancy in the office of Statutory Auditor due to resignation of M/s M Sahu & Co., Chartered Accountants (FRN:130001W) as the Statutory Auditors of the Company.

The said Auditors shall hold office for a period of One (01) term of Three consecutive Financial year from the conclusion of the Fortieth Annual General Meeting till the conclusion of Forty-Third Annual General Meeting of the Company to be held in the year 2029

B. Secretarial Auditor

Mr. Nisarg Sharma, Practicing Company Secretary, Ahmedabad was appointed to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2025-26 forms part of the Annual Report as Annexure to the Boards report.

Mr. Nisarg Sharma, Practicing Company Secretary, Ahmedabad, appointed as secretarial auditor of the Company for the term of 5 (five) consecutive years starting from the Financial year 2026-27 to the Financial Year 2030-31 and to hold office from the conclusion of this 40^th Annual General Meeting (AGM) for the Financial Year 2025-26 till the conclusion of the 45^th Annual General Meeting to be held for the Financial Year 2031-32.

C. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section138 of the Companies Act 2013, has appointed M/s Shital Samriya, as an Internal Auditor of the Company.

22. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 (‘the Act) and Listing Regulations, the Company has formulated a Policy on Related Party Transactions (‘RPT Policy) for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Companys website at www.mercuryevtech.com. All related party transactions entered into during FY 2025-26 were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensuring continuity of day-to-day operations, an 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. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. As per the Listing Regulations, if any Related Party Transaction (‘RPT) exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as Material Related Party Transactions and would require Members approval. In this regard, there were no Material Related Party Transactions with any of its related parties as per the Act. Therefore, the disclosure of the

Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2025-26 and, hence, the same is not required to be provided.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under -

A. Conservation of energy:

- Steps taken / Impact on conservation of energy:

The Company accords high importance to energy conservation and makes every effort to ensure optimum utilization of energy resources. Energy-efficient systems, equipment, and processes are deployed across operations. Regular preventive maintenance and timely upkeep of electrical installations are undertaken to minimize breakdowns, reduce energy losses, and enhance efficiency.

• Steps taken for utilizing alternate sources of energy:

At present, the Company has not undertaken any initiatives in utilizing alternate sources of energy.

• Capital investment on energy conservation equipment:

The Company does not propose any significant capital investment towards energy conservation equipment, as the existing arrangements are adequate, cost-effective, and aligned with operational requirements. The Company strongly believes that conservation of energy is an essential responsibility, and efficient utilization of resources remains a guiding principle.

B. Technology absorption:

- Efforts made towards technology absorption:

The Company continues to make significant efforts towards adopting, upgrading, and modifying machinery with the latest technology to enhance productivity, reduce operating costs, and minimize wastages.

• Benefits derived such as product improvement, cost reduction, product development, or import substitution:

These initiatives have improved production efficiency, resulting in substantial cost savings through reduced wastages. The Company remains committed to delivering high-quality products at competitive costs, thereby strengthening its market position.

• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: - NA

C. Foreign exchange earning and outgo:

- Foreign exchange Earnings:- 0.755 Lakhs

- Foreign exchange Outgo: - NIL

24. COMPLIANCE CERTIFICATE

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with except those mentioned in Secretarial Audit Report.

26. ANNUAL RETURN

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2026 is available on Companys website www.mercuryevtech.com.

27. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.mercuryevtech.com. No complain was received during the year.

29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is posted on the website of the company www.mercuryevtech.com. Your company has not received any complaint on sexual harassment during the financial year 2025-26.

30. DISCLOSURE ON MAINTENANCE OF COST AUDIT

Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under Section 148(1) of the Act in respect of its products therefore the Company has not maintained the same.

31. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

32. LISTING ON STOCK EXCHANGE

The Companys shares are listed at the BSE Limited and securities got listed on NSE Limited with effect from June 02, 2026, the Company confirms that it has paid the Annual Listing Fees for the year 2026-27.

33. PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as Annexure.

34. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act, Corporate Social Responsibility was not applicable during the F.Y. 2025-26.

35. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

36. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

37. INDUSTRIAL RELATIONS

During the year under review, the relations with the most valuable human resources of the company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the company.

38. SUBSIDIARIES. JOINT VENTURES, ASSOCIATE COMPANIES AND LLP ETC

The Company has unlisted Subsidiaries and Associate Companies , details of which are as mentioned below, the company doesnt have any Joint Venture during the year.

Details of Subsidiary Company, Associate Companies and LLPs

Following are the subsidiary Company of Mercury EV-Tech Limited as on March 31, 2025: -

• POWERMETZ ENERGY PRIVATE LIMITED

• TRACLAXX TRACTORS PRIVATE LIMITED

• HAITEK AUTOMATIVE PRIVATE LIMITED

• DC2 MERCURY CARS PRIVATE LIMITED

The annual accounts of Subsidiary Companies are available for inspection by any Member at the registered office of the Company and interested Member may obtain it by writing to the Company Secretary of the Company.

The Financial Information of the Subsidiary Companies as required pursuant to section 129(3) of the Companies Act, 2013 read with applicable provisions of Companies (Account) Rules 2014 is set out in Form No. AOC-1 is annexed as an Annexure to this report

39. HUMAN RESOURCES:-

The Company treats its “Human Resources” as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

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

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review and hence the said provision is not applicable to the Company.

41. 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

During the year under review, the provisions relating to this clause was not applicable to the Company.

42. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

Place: Vadodara	Jayeshkumar Raichandbhai Thakkar
Date: 31/08/2026	Chairman & Managing Director
	(DIN: 01631093)