Your directors take pleasure in presenting the 26th Annual Report of the Company, together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March 2025.
1. FINANCIAL PERFORMANCE
A summary of the financial performance of the Company for the FY 2024-25 and a comparison with the previous financial year is detailed below:
Particulars
|
Consolidated
|
Standalone
|
31st March 2025
|
31st March 2024
|
31st March 2025
|
31st March 2024
|
Revenue from operations
|
5,944.39
|
4,968.59
|
565.84
|
389.71
|
Other income
|
47.24
|
148.47
|
33.44
|
13.21
|
Total income
|
5,991.63
|
5,117.06
|
599.28
|
402.92
|
Profit/(loss) before tax from continuing operations
|
644.65
|
986.72
|
40.18
|
(2.10)
|
Tax expense
|
62.72
|
25.58
|
8.86
|
(25.32)
|
Profit/(loss) after tax from continuing operations
|
581.93
|
961.14
|
31.32
|
23.22
|
Profit/(loss) after tax from discontinued operations
|
(67.00)
|
(546.75)
|
0
|
0
|
Profit/ (loss) for the year from continuing operations and discontinued operations
|
514.93
|
414.39
|
31.32
|
23.22
|
Balance brought forward from previous years
|
3,134.54
|
2,718.61
|
343.73
|
320.64
|
Other items classified to other comprehensive income
|
(24.48)
|
1.54
|
(0.6)
|
(0.13)
|
Other adjustment
|
1,608.28
|
0
|
1,605.23
|
0
|
Profit available for appropriation
|
5,233.27
|
3,134.54
|
1,979.68
|
343.73
|
Less: Appropriation
|
|
|
(i) Dividend on equity
|
-
|
-
|
-
|
-
|
(ii) Dividend on preference shares
|
-
|
-
|
-
|
-
|
(ii) Tax on dividend
|
-
|
-
|
-
|
-
|
(iv) Transferred to/(from) debenture redemption reserve
|
-
|
-
|
-
|
-
|
Balance Carried Forward to Balance Sheet
|
5,233.27
|
3,134.54
|
1,979.68
|
343.73
|
2. OPERATIONS AND BUSINESS
PERFORMANCE (STATE OF COMPANY’S AFFAIRS)
(a) Standalone Results
Your Company has achieved total income of ' 599.28 million for the year compared to the previous year's ' 402.92 million showing increase of 48.73%. The Profit before Tax for the year was ' 40.18 million compared to a loss of ' 2.10 million in the previous year resulting in an increase of 2013.33%. The Profit after Tax for the year was ' 31.32 million compared to ' 23.22 million in the previous year resulting in an increase by 34.88%.
(b) Consolidated Results
Your Company achieved total income of ' 5991.63 million for the year compared to the previous year's ' 5117.06 million showing an increase of 17.09%. The EBIDTA for the year was ' 870.82 Millions compared to ' 750.51 Millions in the previous year resulting in an increase by 16.03%. The Consolidated Profit before Tax for the year was ' 644.65 million compared to ' 986.72 million in the previous year resulting in a decrease of 34.67%. The Consolidated Profit after Tax for the year was ' 514.93 million compared to ' 414.39 million in the previous year resulting in a increase by 24.26%. All intercompany transactions are
netted out at the time of consolidation and hence, the profits and revenues are reduced to that extent.
(c) Transfer to General Reserve
During the year under review, your company has not transferred any amounts to the General reserve. Comprehensive information regarding movement in Reserves and Surplus during the financial year ended 31st March 2025, can be referred from the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements of this Annual report.
(d) Overview on operations
The year under review, marked a strong year for the Company, with revenues rising 20% to ' 5,944 Mn. Backed by a healthy order book of ' 5,327 Mn and a strategic push into emerging sectors such as CBG, carbon capture, semiconductors, and green hydrogen, the Company is confident in sustaining this momentum. Margin expansion alongside robust top-line growth highlights the strength and adaptability of the Company's business model. The Company remains focused on delivering high-impact, value-driven solutions while scaling sustainably and fostering innovation.
Some of the operational highlights include:
Strategic Client Wins: Onboarded marquee clients across aerospace, sustainable packaging, aluminum packaging, and compressed biogas (CBG), underscoring Company's role as a trusted sustainability partner.
Robust Growth in Product Business: Achieved around ' 77.5 Mn in membrane sales in FY25 via the distributor model; projected to scale to around ' 300 Mn in FY26 and reach ' 850 Mn over the next three years.
Innovation-Driven Growth: As of 31st March 2025, secured 9 patents and filed 21 new applications reflecting a strong innovation pipeline.
Expanding Presence in Emerging Technologies: Developing a strong pipeline in Solar PV, Green Hydrogen, Carbon Capture and Semiconductors, with ongoing discussions with leading clients to deliver advanced sustainable solutions.
Expanding Geographical Footprint: The
Company marked its presence in the US Market in FY25. This is expected to ramp up in the years to come.
3. I nitial Public Offering of Equity Shares and Utilisation of Issue Proceeds
a. Initial Public Offering
During the year under review, the Company has made an Initial Public Offering ('IPO') aggregating to ' 500.33 crores comprising of 7,137,321 equity shares of face value of ' 5 each at an issue price of ' 701 per share (including a share premium of ' 696 per share). The issue comprised of a fresh issue of 2,496,433 equity shares aggregating to ' 175 Crore and offer for sale of 4,640,888 equity shares by selling shareholders aggregating to ' 325.33 Crore. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 27th December 2024.
b. Proceeds from the IPO
The net proceeds of IPO have been partially utilized during FY 2024-25, in line with the objects of the offer. The details of the utilisation of Issue proceeds of the IPO are submitted to Stock Exchanges on a quarterly basis and are available on their websites and also on the company website at https://concordenviro.in/ investors.php.
As on 31st March 2025, there was no deviation in utilisation of the issue proceeds from the object stated in offer documents and submitted to Stock Exchanges.
The following table sets forth details of the utilisation of the Net Proceeds of the funds raised through IPO:
Utilisation of the Net Proceed of the Object of the Issue
|
Estimated Allocation (as per the Offer Document)
|
Revision
Allocation
|
Amount utilised as of 31st March 2025
|
Amount Unutilised as of 31st March 2025
|
Investment in our wholly owned Subsidiary, CEF for financing its capital expenditure requirements for the greenfield project to develop an assembly unit to assemble systems and plants for treatment of water, waste water and related membrane modules
|
250.00
|
250.00
|
|
250.00
|
Investment in our wholly owned Subsidiary, Rochem Separation Systems (India) Private Limited (“RSSPL") for financing its capital expenditure requirements for the brown field project to expand the manufacturing facilities, storage and supporting activities
|
105.05
|
105.05
|
|
105.05
|
Funding capital expenditure requirements of our Company for purchase of plant and machinery
|
32.07
|
32.07
|
-
|
32.07
|
Investment in our wholly owned Subsidiary, Concord Enviro FZE for prepayment or repayment, in full or in part, of all or a portion of certain outstanding borrowings availed by CEF
|
500.00
|
500.00
|
500.00
|
|
Investment in our wholly owned Subsidiary, CEF, for funding working capital requirements of CEF
|
200.00
|
200.00
|
50.00
|
150.00
|
Investment in our joint venture, Roserve Enviro Private Limited to grow our pay per use/pay as you treat business
|
100.00
|
100.00
|
|
100.00
|
Investment in technology and other growth initiatives for access to new markets
|
235.00
|
235.00
|
-
|
235.00
|
General corporate purposes (Net of issue expense)
|
206.80
|
198.64
|
94.50
|
104.14
|
Total of the Net Proceed
|
1,628.92
|
1,620.76
|
644.50
|
976.26
|
4. SHARE CAPITAL
a. Authorised Share Capital
As at 31st March 2025, the Authorised Share Capital of the Company was ' 42.5 crores comprising of 4,00,00,000 Equity Shares of face value ' 5 each aggregating to ' 20,00,00,000 and 225,000 Compulsorily Convertible Preference Share of face value of ' 1,000 each aggregating to ' 22,50,00,000.
b. Change in the Issued, Subscribed and Paid-up Share Capital
During FY 2024-25, pursuant to the fresh Issue of 2,496,433 Equity Shares of face value of ' 5 each the Issued, Subscribed and Paid-up Equity Share Capital of the Company was increased from ' 9,09,99,000/- to ' 10,34,81,165/- as on 31st March 2025.
The Paid-up capital of the Company as on 31st March 2025 stood at 2,06,96,233 equity shares of ' 5/- each aggregating to ' 10,34,81,165 (Rupees
Ten Crores Thirty Four Lakhs Eighty One Thousand One Hundred and Sixty Five only).
During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or Preference shares.
5. DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March 2025 considering the requirement of funds for fulfilling financial obligations.
6. DEPOSIT
During the year under review, the Company has not accepted or renewed any deposits falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.
7. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE
(a) As at 31st March 2025, our Company had five Subsidiaries, two step down subsidiaries and and three Joint Ventures.
(b) Pursuant to the provisions of Section 129 of the Act and other applicable provisions, if any read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing salient features of the financial statements of the Company's subsidiaries, associate company and joint venture in prescribed Form AOC-1 is attached to this report as “Annexure A”.
(c) The Consolidated Financial Statements presented by the Company include financial statement of the Subsidiaries prepared in accordance with the applicable accounting standards.
(d) In accordance with Section 136 of the Act and the Rules framed thereunder, the Audited Financial Statement, including the Standalone and Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statement of the subsidiary companies, are available on the website of the Company at https://www. concordenviro.in/investors.php.
The Audited Financial Statement of the subsidiary companies are not attached with the Financial Statements of the Company. The Company will make available the Financial Statements of the subsidiary companies and the related information to any member of the Company who may be interest in obtaining the same.
(e) The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the same is placed on the Company's website at https://concordenviro. in/assets/download/policy-for-determining- material-subsidiaries.pdf. As at 31st March 2025, following are the material subsidiaries of the Company:
1. Rochem Separation Systems (India) Private Limited (“RSSPL”), India
2. Concord Enviro FZE (“CEF”), United Arab Emirates
3. Blue Water Trading & Treatment (FZE), United Arab Emirates
4. Concord Enviro S.A. De. C.V. Mexico (“CES”), Mexico
There are no material changes in the nature of
business of the Company or any of its subsidiaries
or associates or joint ventures. During the year under review, no company became or ceased to be subsidiary/associate/Joint Venture of the Company.
8. CORPORATE GOVERNANCE REPORT
Your Company, guided by its core values, adopts a very transparent approach to business, embracing a responsible and self-regulatory framework. It is committed to upholding the highest standards of corporate governance to foster integrity, ensure accountability, and create sustainable value for all stakeholders.
In terms of Regulation 34 of the SEBI Listing Regulations, a separate report on the Corporate Governance for FY 2024-25, together with a certificate from M/s. Martinho Ferrao & Associates, Practicing Company Secretaries confirming compliance with the Corporate Governance are set out and collectively form part of this Annual Report as “Annexure B”.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of the company's performance for the year under review, forms part of this Annual Report as “Annexure C”.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.
i. As on 31st March 2025, your Board comprises of 6 Directors (i.e. 2 Executive Directors, 3 Independent Directors and 1 Non-Executive Non-Independent Director) as detailed below.
Name of the Director
|
DIN
|
Designation
|
Prayas Goel
|
00348519
|
Managing Director
|
Prerak Goel
|
00348563
|
Executive Director
|
Prakash
Shah
|
00286277
|
Non-Executive - Independent Director
|
Shiraz
Bugwadia
|
01213884
|
Non-Executive - Independent Director
|
Kamal
Shanbhag
|
09578441
|
Non-Executive - Independent Director
|
Rajesh Pai
|
02930658
|
Non-Executive - Non Independent Director
|
ii. Pursuant to the provisions of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time the following are the Key Managerial Personnel of the Company as on 31st March 2025:
Name of the Key Managerial Personnel
|
Designation
|
Mr. Sudarshan Kamath
|
Chief Financial Officer
|
Ms. Priyanka
|
Company Secretary and
|
Aggarwal
|
Compliance Officer
|
Mr. Prayas Goel
|
Managing Director
|
Mr. Prerak Goel
|
Executive Director
|
11. APPOINTMENT & RESIGNATION OF DIRECTORS AND KMP
During the year under review and upto the date of this report, the following changes took place in the composition of the Board:
i. Mr. Rajesh Pai (DIN 02930658), (Non-executive Non-Independent Director) ceased to be a Director of the Company with effect from 19th May 2025 on account of resignation due to his pre-occupation and other personal commitments.
ii. Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Ms. Namrata Prayas Goel (DIN 00349113) who was appointed as Additional Director (Non-Executive, Non-Independent Director) of the Company w.e.f. 19th May 2025. Her appointment as a Director (Non-Executive, Non-Independent Director) of the Company, liable to retire by rotation was proposed for shareholders' approval by the way of postal ballot, in accordance with the applicable provisions of the Act and the SEBI Listing Regulations and the shareholders have accorded their approval for the said appointment. The results of the postal ballot were duly declared on 4th August 2025, confirming the appointment of Ms. Namrata Goel as Director (Non-Executive, Non¬ Independent Director) of the Company.
iii. Mr. Prayas Goel (DIN: 00348519), Managing Director of the Company is liable to retire by rotation at the ensuing 26th AGM of the Company and being eligible offers himself for re-appointment. The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee have recommended his re-appointment.
iv. Ms. Priyanka Aggarwal resigned as Company Secretary and Compliance Officer of the
Company with effect from closure of business hours of 19th June 2025 in order to seek new career opportunities and ceased to be the Key Managerial Personnel of the Company.
v. Based on the recommendation of the Nomination and Remuneration Committee, Ms. Jyoti Nikunj Chawda (Membership no. A40074) has been appointed as Company Secretary and Compliance Officer of the Company with effect from 11th August 2025.
12. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
In terms of the provisions of sub-section (3) of Section 178 read with clause (e) of sub-section (3) of Section 134 of the Act and SEBI Listing Regulations and on the recommendation of the Nomination and Remuneration Committee of the Company, the Board has adopted a Nomination and Remuneration Policy dealing with the criteria for determining the qualification, positive attributes, independence and other matters for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. Further the assessment and appointment of the members to the Board is based on a combination of criterion that includes personal and professional stature, domain expertise and specific qualifications required for the position. The potential Independent Board member is also assessed on the basis of independence criteria as per Section 149(6) of the Act and Regulation 16(1)(d) of the SEBI Listing Regulations. The said Policy is available on the Company's website i.e. https://concordenviro.in/assets/download/policy- on-nomination-and-remuneration.pdf.
The remuneration paid to the Directors of the Company is as per the terms laid out in the Nomination and Remuneration Policy.
13. STATEMENT ON EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
During the year, in compliance with the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own, Committees of the Board, the Individual Directors and the Chairman of the Company.
The evaluation was carried out through system driven structured questionnaire taking into consideration various aspects of the Board's functioning and discharge of fiduciary duties by the Board, time devoted by the Board to Company's long term strategic issues, quality and transparency of Board discussions, timeliness of the information flow between Board members and management, Board's effectiveness in disseminating information to shareholders etc. The performance evaluation
of the Independent Directors was carried out by the entire Board.
The Directors expressed their satisfaction with the evaluation process.
14. SEPARATE INDEPENDENT DIRECTORS’ MEETINGS
The Independent Directors meet at least once in a year. During the year under review, one (1) meeting of Independent directors was held on 31st March 2025, without the presence of Executive Directors or Management representatives, whereat the Independent Directors reviewed the performance of the Board of Directors as whole, performance of the Non-Independent Directors (both Non¬ executive and Executive) and performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and also assess the quality, quantity and timeliness of the flow of information between the Company' Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.
13. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration of Independence as stipulated under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations from all the Independent Directors confirming that they;
i) meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of the SEBI Listing Regulations;
ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act;
iii) are registered in the Independent Director's Databank maintained by Indian Institute of Corporate Affairs (IICA); and
iv) has in terms of section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014, undertaken / exempted from undertaking the online proficiency self-assessment test conducted by the IICA.
Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that Independent Directors of your Company fulfils the conditions specified in the Act and SEBI Listing regulations and are independent of management.
Your Company issued formal letter of appointment to the Independent Directors at the time of their appointment. The terms and conditions of the appointment of Independent Directors are
available on the Company's website at https:// www.concordenviro.in/investors.php
16. CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS
All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act, and are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. None of the Directors of the Company are related to each other.
Your Company has obtained a certificate from a Company Secretary in practice confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by Securities Exchange Board of India (“SEBI”)/ Ministry of Corporate Affairs (“MCA”) or any such statutory authority. The same forms part of this Annual Report as "Annexure D".
17. MEETINGS OF BOARD
The Company holds at least four Board Meetings in a year, one in each quarter and the dates of the Board Meetings are finalized well in advance after seeking concurrence of all the Directors. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board Meeting.
During the period under review, 10 (Ten) meetings of the Board of Directors were conveyed and held. The details of the meetings of the Board, are given in the Corporate Governance Report which forms part of this Annual Report and hence, not repeated here to avoid duplication in the report.
The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations.
18. BOARD COMMITTEES
In compliance with the provisions of the Act read with Rules framed thereunder and the SEBI Listing Regulations, your Board has constituted requisite Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee, Risk Management Committee. The Company had also constituted IPO Committee, for matters related to Initial Public Offering of the Company which stands dissolved with effect from 8th August 2025.
The composition of all such Committees, number of Meetings held during the year under review, brief terms of reference etc. are given in details in Corporate Governance Report of your Company which forms part of this Annual Report and hence, not repeated here to avoid duplication in the report.
The minutes of the meetings of all Committees are circulated to the Board for discussion and noting.
During the year, all recommendations of the Committees were accepted by the Board.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, your Directors hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;
b. They 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 31st March 2025 and of the profit of the Company for that period;
c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. They had prepared the annual accounts on a going concern basis;
e. They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the Listing of the Company and in terms of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarisation program for the independent directors are mentioned in Corporate Governance Report which forms part of this report and the said details are also hosted on the website of the Company at https:// www.concordenviro.in/investors.phphttps:// concordenviro.in/assets/download/familiarisation- program-for-independent- directors.pdf
21. DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)
Pursuant to Regulation 25(10) of the SEBI Listing Regulations, the Company has taken the Directors
and Officers Liability Insurance (‘D&O Insurance') policy for all the Directors including Independent Directors of the Company for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty, or breach of trust for which they maybe guilty in relation to the Company.
22. SUCCESSION PLANNING
The Nomination and Remuneration Committee of the Company oversees matters related to succession planning of Board and Senior Management of the Company. The Company understands that sound succession planning is essential for sustained growth of the Company. Accordingly, the Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management.
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.
24. AUDITOR AND AUDITOR'S REPORT
(a) STATUTORY AUDITORS AND THEIR REPORT
i. M/s. Deloitte Haskins & Sells LLP., Chartered Accountants (ICAI Firm Registration No.117366W/W-100018) (''DHS'') have been appointed as the Statutory Auditors of the Company for period of 5 years from FY 2024-25 to FY 2029-30. DHS being the Statutory Auditors of the Company, have conducted Statutory Audit of the Standalone and Consolidated Financial of the Company for FY 2024-25.
ii. The Audited Standalone and Consolidated Financials of the Company for FY 2024¬ 25 along with the Auditors report have been approved by Audit Committee and Board of Directors of the Company at their respective meetings held on 24th May 2025. The Statutory Auditor's Report of the Company for FY 2024-25 does not contain any qualification, reservations or adverse remarks. The Notes on the Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Martinho Ferrao & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2024-25. The Report of the Secretarial Auditor is enclosed as “Annexure E” of this Board Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.
Further, M/s. Martinho Ferrao & Associates, Company Secretaries in Practice, also acted as Secretarial Auditors for Rochem Separation Systems (India) Private Limited (“RSSPL”), material unlisted subsidiary of the Company for FY 2024-25. The secretarial audit report of RSSPL is annexed as "Annexure E1"
As per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 8th August 2025 appointed M/s Martinho Ferrao & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the term of five (5) years effective from the ensuing Twenty Sixth (26th) Annual General Meeting to be held till the conclusion of the Thirty First (31st) Annual General Meeting to be held in the calendar year 2030 to undertake the Secretarial Audit of the Company subject to the approval of shareholders.
The Members consent is sought at the ensuing Annual General Meeting for appointment of and payment of remuneration to the Secretarial Auditor.
(c) COST AUDITOR
During the year under review, maintenance of cost records as specified by the Central government under sub-section (1) of section 148 of the Act is not applicable for the company.
(d) REPORTING OF FRAUDS
Pursuant to the provision of section 143(12) of the Act, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.
25. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the
Company has complied with applicable Secretarial Standards.
26. INTERNAL FINANCIAL CONTROLS
Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under section 133 and other applicable provisions, if any, of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company's internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.
27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid during previous years.
28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo with respect to the Company and its subsidiaries is enclosed as
“Annexure F”.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of any loans given, investments made, guarantees given and securities provided, are given in the Standalone Financial Statements (Please refer to Note Nos. 6 and 13 to the Standalone Financial Statements).
30. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Company during the year under review with related parties were in the ordinary course of
business and on an arm's length basis. The Company did not enter into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported pursuant to the provision of Section 134(3)(h) of the Act. Therefore AOC-2 is not applicable and does not form part of this Annual Report
The Related Party Transactions which are in the ordinary course of business and on an arm's length basis, of repetitive nature and proposed to be entered into during the financial year are placed before the Audit Committee for prior omnibus approval.
A statement giving details of all related party transactions, is placed before the Audit Committee for review on a quarterly basis.
The details of transactions/contracts/arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Note 39 of the Standalone Financial Statements and Note 56 of the Consolidated Financial Statements, respectively forming part of this Annual Report.
During the year under review, the Company has a Policy in place for dealing with Related Party Transactions in accordance with the amendments to applicable provisions of law/Listing Regulations.
The Company's Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://concordenviro.in/assets/download/policy- on-materiality-of-and-dealing-with-related-party- transactions.pdf
31. EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company as on 31st March 2025 in Form MGT - 7, is available on the website of the Company at https://www. concordenviro.in/investors.php
32. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy/ Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations to provide a channel to the directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the business ethics of the Company or the leak of UPSI.
The Policy provides for protecting confidentiality of those reporting violation(s) as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. The Policy also facilitates direct access to the Chairperson of the Audit Committee. The Policy can be accessed on the Company's website at https://concordenviro.in/assets/download/policy- on-whistle-blower-and-vigil-mechanism.pdf.
33. BUSINESS RISK MANAGEMENT
The Company is a global provider of water and wastewater treatment and reuse solutions, including zero liquid discharge (“ZLD”) technology and is exposed to various risks in the areas it operates. In a fast changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation and cyber threats have increased manifold. The Company's Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company. The Company has formulated and implemented a Risk Management Policy, the said Risk Management policy is available on the website of the Company at https://concordenviro.in/assets/download/risk- management-policy.pdf. The policy is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal and safeguarding the integrity of the Company's financial reporting and the related disclosures.
The Company has a mechanism in place to inform the Risk Management Committee and the Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
The Committee periodically validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section which forms a part of this Annual Report.
34. PARTICULARS OF REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as “Annexure G”.
The statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company at cs@concordenviro.in.
35. CORPORATE SOCIAL RESPONSIBILITY
Provisions of the Act relating to Corporate Social Responsibility do not apply to the Company as the Company does not meet profit, turnover or net worth criteria prescribed in this regard.
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy for protection of the rights of Women at Workplace. An Internal Complaints committee has also been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and the Policy is gender neutral.
The Company provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.
Further, in terns with the Companies (Accounts) Rules, 2014, please find below details during the year under review:
a. No. of Sexual Harassment complaints pending at the beginning of the financial year: Nil
b. No. of Sexual Harassment complaints received during the FY 2024-25: Nil
c. Number of complaints disposed off during the financial year: Nil
d. No. of Sexual Harassment complaints unresolved at the end of the financial year: Nil
e. Number of cases pending more than 90 days: Nil
37. MATERNITY BENEFITS ACT, 1961
The Company has complied with the provisions of Maternity Benefits Act, 1961.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant / material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
39. EMPLOYEES’ STOCK OPTION SCHEME
The Company has adopted the Concord Enviro Employee Stock Option Plan 2022 (the “ESOP 2022 Scheme”) for a pool of 20,600 options. As per the requirements of Ind AS 102, our Company is required to follow the fair value of option granted under ESOP 2022 Scheme on the date of the grant for the accounting of employee compensation cost and recognizes the charge over the vesting period with corresponding credit to equity on a straight line basis, factoring the possible impact of attrition. The Company has not made any grants under the ESOP 2022 Scheme and it is proposed to amend this Scheme subject to shareholders approval. A certificate pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 has been obtained from Martinho Ferrao & Associates, Secretarial Auditors of the Company, and is annexed to this Report as “Annexure H”.
40. OTHER DISCLOSURES/REPORTING
a) No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
• Buyback of shares.
• Scheme of provision of money for the purchase of Company's own shares by employees or by trustees for the benefit of employees
b) The Managing Director and the Executive Director of the Company received a total remuneration of ' 56 million for FY 2024¬ 25 from Rochem Separation Systems (India) Private Limited, wholly owned subsidiary of the Company.
c) During year under review no application was made or any proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).
d) During the year under review, there has been no instance of one time settlement with Banks or financial institutions, hence the disclosure relating to 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 is not applicable.
e) There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
41. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable provisions of the Act and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.
42. ACKNOWLEDGEMENT
Your directors take this opportunity to thank all the government and regulatory authorities, financial institutions, banks, auditors, JV Partners, Consortium Partners, customers, vendors, suppliers, sub-contractors and all other stakeholders for their valuable continuous support.
The directors wish to place on record its sincere appreciation for the committed and loyal services rendered by the Company's executives, staff and workers. You directors also would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.
For and on behalf of the Board of Directors of Concord Enviro Systems Limited
sd/- sd/-
Prayas Goel Prerak Goel
Chairman and Managing Executive Director Director
DIN 00348519 DIN 00348563
Date: 8th August 2025 Place: Mumbai
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