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DIRECTORS' REPORT

Concord Enviro Systems Ltd.

GO
Market Cap. ( ₹ in Cr. ) 1081.90 P/BV 2.03 Book Value ( ₹ ) 257.86
52 Week High/Low ( ₹ ) 860/415 FV/ML 5/1 P/E(X) 21.01
Book Closure EPS ( ₹ ) 24.88 Div Yield (%) 0.00
Year End :2025-03 

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