Directors Report of Evans Electric Ltd.

Mar 31, 2025

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 Company’s Financial Performance for the year under review is given hereunder:

	Year ended 31st	Year ended 31st March,
Particulars	March, 2025 in (Rs.)	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’S 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’S 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
T ransactions 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’S 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. AUDITOR’S 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 Company’s 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 Company’s 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 Company’s 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
investor’s 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 Director’s 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. ACKNOWLEDGEM ENT:

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

---

Mar 31, 2024

Your Directors are pleased to present the 73^rd 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, 2024.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The Company’s Financial Performance for the year under review is given hereunder:

Particulars	Year ended 31st March, 2024 in (Rs.)	Year ended 31st March, 2023 in (Rs.)
Revenue from Operations	20,67,05,800	19,13,21,800
Other Income	47,65,600	36,59,100
Total Revenue	21,14,71,400	19,49,80,900
Expenditure other than depreciation	14,50,54,600	14,90,39,500
Profit before tax and depreciation	6,64,16,800	4,59,41,400
Depreciation	23,61,700	18,61,300
Profit before Extraordinary items and tax	6,40,55,100	4,40,80,100
Reversal of Provision of Doubtful Debts	-	33,24,000
Tax Expense	1,33,40,900	1,07,74,100
Profit after tax	5,07,14,300	3,66,30,000
Equity Share Capital	2,74,40,000	2,74,40,000
Earnings per share	18.48	13.35

2. COMPANY’S PERFORMANCE & OPERATIONS:

During the year under review, the income from operations of your Company was Rs. 20,67,05,800/- as against Rs. 19,13,21,800/- during the Previous Year. Your Company recorded a growth by 8.04% as compared to previous year.

3. DIVIDEND:

The Board of Directors of the Company has declared a Final Dividend of Rs. 2/- (Rupees Two Only) per equity share for the Financial year ended 31st March, 2023 after the approval of shareholders at its Annual General Meeting held on 28^th September, 2023.

Further, the Board of Directors of the Company is pleased to recommend a dividend of 30% i.e. Rs. 3 (Rupees Three Only) per equity share for consideration of the shareholders at the forthcoming Annual General Meeting and this is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date, if approved by the shareholders.

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’S 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.

At present we are doing the site work of a large turbo generator. This order was received in June 2024. We are also continuing with the site work on a large DC motor armature. Your company is looking to work with marketing agencies that can procure technically challenging high value orders and with limited competition.

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 and 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.

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

The Board of your Company consists of 5 Members of whom 2 are Executive Directors and 3 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:

RETIRE 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 to offer himself for re-appointment.

8. 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.

9. 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.

10. 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.

11. 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 2023-24 and the same will be available at http://evanselectric.co.in/

12. 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: 29/05/2023, 02/08/2023, 07/11/2023, and 13/02/2024.

Name of the Director	Number of Meetings Attended out of total 4 meetings held during the FY 2023-2024
Ivor Anthony Desouza	4
Nelson Lionel Fernandes	4
Iyleen Matilda Fernandes	3
Christopher Joseph Rodricks	4
Krishna Pal Singh	4

13. DIRECTOR’S 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 2024 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 control 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.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any holding/subsidiary/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 72^nd Annual general meeting held on September 28, 2023. They will hold office for a term of 5 years until the conclusion of the 77th Annual General Meeting of the Company.

16. AUDITOR’S REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Audit Reports for the Financial Year ended March 31, 2024.

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 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.

18. 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	31st March 2024	31st March 2023
And Outgo	(Rs.)	(Rs.)
Income from Foreign Contracts	11,80,800	1,37,72,900
Foreign Currency Expenditure	2,35,200	2,49,900

19. RISK MANAGEMENT:

Your Company constituted a Risk Management Committee mandated to review the risk management plan/process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of monitoring and reviewing risk management, assessment and minimization procedure, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

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 frame work to ensure complete compliances with all applicable statues and regulations.

20. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section 135 of the Companies Act, 2013 the provisions of Corporate Social Responsibility is not applicable to your Company during the F.Y. 2023-24.

21. 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.

22. 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.

23. 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 Company’s operations.

24. 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.

25. CHANGE IN THE NATURE OF THE BUSINESS:

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

26. 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 29, 2023 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, 2024 and to submit Secretarial Audit Report.

The Secretarial Audit Report as received from M/s. MSDS & Associates in the prescribed Form No. MR - 3 is annexed to this Board’s Report and marked as Annexure - I. The observations in the Secretarial Audit Report read together in conjunction with the management representation referred to in the said report are self-explanatory and do not require any further explanation.

27. 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.

28. SECRETARIAL STANDARDS:

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

29. 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.

30. 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.

31. CORPORATE GOVERNANCE:

Your Company believes that sound Corporate Governance is critical for enhancing and retaining investor’s 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.

32. 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.

33. PARTICULARS OF EMPLOYEE:

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

34. CAUTIONARY NOTE:

The statements forming part of the Director’s 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.

35. 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.

36. ACKNOWLEDEMENT:

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 acknowledges 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/- SD/-

Nelson Lionel Fernandes Ivor Desouza

DIN: 00985281 DIN: 00978987

Managing Director Chairman and Director

Place: Mumbai Date: August 13, 2024

---

Mar 31, 2023

Your Directors are pleased to present Hi¹^ Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements of the Accounts for the F inancial Year ended M£r,dfl23.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

TheCompany’s Financial Performance for the year under review is given hereunder:

Particulars	Year ended 31st March, 2023 Rs.	Year ended 31st March, 2022 Rs.
Revenue from Operations	P,B,218CD	7,34,46,900
Other Income	36,59,H	30,P,40C
Total Revenue	9 ,49,80,900	7,64,66,300
Expenditure other than depreciat i o	4 ,90,39,500	6,26,80,800
Profit before tax and depreciat i on	4,59,41,400	P,08,900
Depreciation	B ,61,300	7,38,300
Profit before Extraordinary ite and tax	4,40,80 ,10	,2047,200
Reversal of Provision of Doubt! Debts	33,24,000	-
Tax Expense	1,07,74,10	38,3,803
Profit after t ax	3,66,30,000	82,33,403
Equity Share Capit al	2,74,40,000	1,37,20,00
Earnings per share in Rs.	3.35	6.03

2. COMPANY’S PERFORMANCE & OPERATIONS:

During the year under review, the income from operations of your Company was Rs. P,B,2)800 /-as against R s7,3 4,46,9 00 /-during the Previous YeaYour C ompanyr ecor ded a

growth by BO. 48 % as compared to previous year

3. DIVIDEND:

The Board of Directors of the Company has declared a Final Dividend of-)?fcu]5&es Two Only) per equity share for the Financial year ended 3kt March, 2022 after the approval of shareholders at its Annual General Meeting hel2$SrSeptember, 2022.

Further,he Board of Directors of tCempany is pleased to recommend a dividendf 20% i.e.

Rs. 2 per equity share for consideration of the shareholders at the forthcoming Annual General Meeting and this is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date, if approved by the shareholders.

4. RESERVES:

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

5. STATE OF THE COMPANY’S 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 Largfer 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 fieldsoslely associated with our three heavy electrical products of large Motors Generators and Transformers.

At present we are doing the site work of a large hydro generator for which we had already supplied the material last year. We are also executing the repair work for a large Pumped Storage

Motor / Generator ProjeYtour company is looking to work with mating agencies that can procure technically challenging high value orders and with limited competition.

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 individiMt 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 theafamily community, a place where teammates go the extra mile and work with and 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 pdformance 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 rsMpiities 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 chargiout 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. Evanasha 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.

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

The Board of your Company consists of 5 Members of whom 2 are Executive Directors and 3 are NonExecutive Directors including 2 Independent Directors.

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

CHANGE IN DESIGNATION:

During the year under review, there was change in designation of Mr. Krishna Pal Singh frorp Additional Independent Director to Independent Director of the Chgmpirsuant to the resolution passed in the Annual General Meeting dated 28/C9/2CE2.

RETIRE BY ROTATION:

Pursuant to Sections W, 152 and other applicable provisions of the Companies Act 20B one third of the directors of the Company are liable to retire by rotation and if eligible they can offer themselves for the ^appointment. In this Annual General Mn^tlyleen Matilda Fernandes (DIN: 0B 22540) , Whole TimeDirector of the Company is liable to retire by rotation and being eligible to offer drself for r-appointment.

8. DECLARATION BY INDEPENDENT DIRECTOR TSECTION 149(6)&q0)l:

Your Company has receivelDeclaration from Independent Directors of the Company pursuant to the compliances of section W(6) &(D) of the Companies Act 20B.

9. 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 C ompany.

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

During the year under review, your Company has not entered into any Material Related Part}'' Transactions as mentioned under Section B8 of the Companies Act, 20B. Details of the Related

Party Transactions as required to be disclosed under AS B are sfidcki the Notes to Accounts which are forming part of the financial statement.

11. ANNUAL RETURN:

Pursuant to the prisvons of Section B4(3)(a) ancSection 92(3) of the (A and Rule E of the Companies (M anagement andkdministration) Rules 2014, theextract of Annudketurn will be uploaded on thewebsite of the Company for the F Y2£23 and thesame will be available atat http//evanselectric.co.in/

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

The Board of Directors duly n5e((Five) times during the year under review.

Dates of Board Meetings: 27/05/2022,19/08/2022,14/11/2022,16/12/2022 and 31/01/2023.

Name of the Director	Number of Meetings Attended out of total 5 meetings held during the FY 2022-2023
Ivor Anthony Desouza	5
Nelson Lionel F ernandes	5
Iyleen Matilda F ernandes	3
Christopher Joseph Rodricks	5
Krishna Pal Singh	5

13. DIRECTOR’S RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge thesponsibility of ensuring compliance with the provision of section 3(3)(c) read with section 34 (5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended SnMafch 2023 and state that:

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

b) The director had selected such accounting policies and applied them consistently and made judgments and estimates that ear easonable 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 iracatsrfa adequate

accounting records in accordance with the provisions of the Companies Act, 20B for

safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts grainy concern basis;

e) The directors had laid down internal financial control 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 compdiarith the provisions of the applicable laws and that such systems were adequate and operating effectively.

14. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

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

15. STATUTORY AUDITORS:

M/s Anay Gogte &Co. Chartered Accountants were appointed as Statutory Auditors for a Terrh of five years until the conclusion of the Annual General Meeting to be held for the Financial Year 224 -25.

However subsequent to he end of the yeaiunder review,the Statutory Auditonamely M/s.

Anay Gogte &Co., Chartered Accountanhave resigned from the offioe.e.f. 3rd July 223 before the expiry of their tedun® to dissolution of their partnership firm.

The Board of Directors hag accepted the resignation of the Statutld Annual General Meeting of the members of the Company.

16. AUDITOR’S REPORT:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their AuditReportsfor the Financial Year ended March 31 2023

17. DISCLOSURE UNDER THE SEXTTAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT.

2013 AND CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE :

The Company has zero tolaarce 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 dignityof 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 coreriitet prescribed under POSH Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this pQiuyng 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.

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 inspentl lest 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 aeiagneeered so as to give it a longer life. Going forward we expeignificant 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 F oreign Exchange Earnings and outgo for tdar Ynder review is:

Foreign Exchange Earnings And Outgo	31st March 2023 Rs.	31st March 2022 Rs.
Income from F oreign Contract:	137,72,900	6,75,10
F oreign Currency Expenditure	2,49,900	2,84,600

19. RISK MANAGEMENT:

Your Company constituted a RisManagement Committee mandated to review the risk management plan/process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely action to mitigate the risks.

The Audit Committee has also been delegated with the responsibility of monitoring and reviewing risk management, assessment and minimization procedure, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigatiie^alfents of risks which tHSompany may be exposed to.

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 framicwork ensure complete compliances with all applicable statues and regulations.

20. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to Section B5 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has notnasadnet profit of Rs. 5 crores or during previous financial year, neither it has the net worth of Rs. 500crores or more nor the turnover of the Company was of Rs. DDcrores or more for the previous financial year.

21. INTERNAL FINANCIAL CONTROLS:

The Compaiy has in place adequat internal financial contrcMth reference to financial statements. During the year, such controls were tested am4>

22. COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section H8 of the Companies Act, 20B is not applicable to the Company.

23. 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 Company’s operations.

24. DETAILS OF FRAUD REPORT BY THE AUDITOR:

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

25. CHANGE TN THE NATURE OF I I11 BUSINESS:

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

26. SECRETARIAL AUDITOR:

In terms of Section 2Cb of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20b (as aided), your Board at its meeting held on May 27, 202 2 appointed M/s MSDS & Associates, Firm of Practicing Company Secretaries, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for t(ie financial year ended March 31, 2(!andto sibmit Secretarial Audit Report.

The Secretarial Audit Report as received from M/s. MSDS &Associates in the prescribed Form No. MR- 3 is annexed to this Board’s Report and marked as Annexure -1. Theobservations in the Secretarial Audit Reporfead togdherin conjunctionwith the management representation referred tin the said repontre selfexplanatory anddo not require any further explanation.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Though the provisions relating to Vigil Mechanism do not atppfyhe 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 vidiafci of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.

28. SECRETARIAL STANDARDS:

The Company has complied with all the mandatory secretarial standsHuefediby the Institute of Companies Secretaries of India.

29. DEPOSITS:

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Companies Act, 20B read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or-enactment(s) thereof for the time being in force) during the year under review.

30. PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS:

There was no guarantee given or security provided pursuant to Section BfiecCtimpanies Act, 20B during financial year under review and hence the said provisions are not applicable. FurtherJife Company has invested itsurplusfunds 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

31. CORPORATE GOVERNANCE:

Your Company believes that sound Corporate Governance is critical for enhancing arndng investor’s 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 ifesaikresponsibilities 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 whys 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 pursutaho the SEBI (LODR) Regulations ?Q8ieCompany is not required to attach report on Corporate Governance to the report of Directors.

32. POT TCTES 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 i:i order to follow a uniform system of procedures.

Following are some of the majopolicies 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. Policy on determination of itferial Criteria for Disclosure;

iv. Policy on N omination and Remuneration Committee;

v. Policy on Preservation of documents;

vi. Risk Management Policy;

vii. Whistle Blower Policy;

viii. Policy on Related Party Transactions;

ix. Policy on Identification of Group CompaniesM&terial Creditors &Litigation.

33. PARTICULARS OF EMPLOYEE:

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

34. CAUTIONARY NOTE:

The statements forming part of the Director’s 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 itsagrbesed or implied by such forward looking statements

35. 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 c^oprantity, quality and timeliness of information to the Board.

36. ACKNOWLEDEMENT:

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

SD/- SD/-

NELSON LIONEL FERNANDES IVOR DESOUZA

DIN: 00985281 DIN: 00978987

MANAGING DIRECTOR CHAIRMAN AND DIRECTOR

Place: M umbai Date: August 02, 2023