Your directors take pleasure in presenting the 27th Annual Report of the Company, together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31st March 2026.
1. FINANCIAL PERFORMANCE
A summary of the financial performance of the Company for the Financial Year 2026 and a comparison with the previous financial year is detailed below:
|
Particulars
|
Consolidated
|
Standalone
|
|
31st March 2026
|
31st March 2025
|
31st March 2026
|
31st March 2025
|
|
Revenue from operations
|
5,578.56
|
5,944.39
|
558.71
|
565.84
|
|
Other Income
|
278.13
|
47.24
|
145.06
|
33.44
|
|
Total Income
|
5,856.69
|
5,991.63
|
703.77
|
599.28
|
|
Profit/(loss) before tax from continuing operations
|
257.13
|
644.65
|
118.53
|
40.18
|
|
Tax expense
|
29.15
|
62.72
|
22.62
|
8.86
|
|
Profit/(loss) after tax from continuing operations
|
227.98
|
581.93
|
95.91
|
31.32
|
|
Profit/(loss) after tax from discontinued operations
|
(30.41)
|
(67.00)
|
-
|
-
|
|
Profit/ (loss) for the year from continuing operations and discontinued operations
|
197.57
|
514.93
|
95.91
|
31.32
|
|
Balance brought forward from previous years
|
5,233.27
|
3,134.54
|
1,979.68
|
343.73
|
|
Other items classified to other comprehensive income
|
181.36
|
(24.48)
|
(0.42)
|
(0.6)
|
|
Other adjustment
|
-
|
1,608.28
|
-
|
1,605.23
|
|
Profit available for appropriation
|
5,612.20
|
5,233.27
|
2,075.17
|
1,979.68
|
|
Less: Appropriation
|
|
|
|
|
|
(i) Dividend on equity
|
-
|
-
|
-
|
-
|
|
(ii) Dividend on preference shares
|
-
|
-
|
-
|
-
|
|
(iii) Tax on dividend
|
-
|
-
|
-
|
-
|
|
(iv) Transferred to/(from) debenture redemption reserve
|
-
|
-
|
-
|
-
|
|
Balance Carried Forward to Balance Sheet
|
5,612.20
|
5,233.27
|
2,075.17
|
1,979.68
|
2. OPERATIONS AND BUSINESS
PERFORMANCE (STATE OF COMPANY’S AFFAIRS)
(a) Standalone Results
During the financial year under review, the Company recorded a total income of ' 703.77 million, as against ' 599.28 million in the previous financial year, reflecting a growth of 17.44%. The Company's financial performance witnessed a significant improvement during
the year, with Profit Before Tax (PBT) increasing to ' 118.53 million from ' 40.18 million in the previous year, representing a growth of 195.00%. Further, the Profit After Tax (PAT) for the year stood at ' 95.91 million, compared to ' 31.32 million in the preceding financial year, registering a robust growth of 206.23%. The Board is pleased with the Company's performance during the year, which reflects the effectiveness of its business strategies,
operational efficiencies, and sustained focus on value creation for all stakeholders.
(b) Consolidated Results
During the financial year under review, the Company recorded a consolidated total income of ' 5,856.69 million, as compared to ' 5,991.63 million in the previous financial year, reflecting a marginal decline of 2.25%. The Company's Consolidated Profit Before Tax (PBT) for the year stood at ' 257.13 million, as against ' 644.65 million in the previous year, representing a decrease of 60.11%. Further, the Consolidated Profit After Tax (PAT) amounted to ' 197.57 million, compared to ' 514.93 million in the preceding financial year, resulting in a decline of 61.63%. The consolidated financial results have been prepared in accordance with the applicable accounting standards and include the financial performance of the Company's subsidiaries. All inter-company transactions and balances are eliminated on consolidation and, accordingly, the consolidated revenue and profit figures stand reduced to the extent of such eliminations.
(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 2026, 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 difficult year for the Company, with revenues decreasing 6.15% to ' 5,578.56 million. Backed by a healthy order book of ' 5,360 million and a strategic push into emerging markets such as CBG, carbon capture, semiconductors and green hydrogen, the Company is confident in expanding its revenue and margins. Despite ongoing challenges, the Company remains focused on delivering high-impact, value- driven solutions while scaling sustainably and fostering innovation.
Some of the operational highlights include:
1. Strategic Client Wins: The company won its second order from a large Solar Industry client along with a large order from India's largest steel manufacturer.
2. Product Portfolio Growth: Concord has been working on a crystallizer which can be used in its Zero Liquid Discharge solutions. The company is in the process of filing a patent for this product. Additionally, the company has developed H-Xtreme, a next-gen shell-and-tube heat exchanger for aggressive industrial environments.
3. US Technology Investment: Invested $2 million equity stake in a US-based polymer company to enhance access to advanced material science capabilities. This is the second US investment — the first was in a membrane technology company. Both support long-term product development roadmap.
4. Inroads into Solar PV Sector: Signed and delivered our first Solar PV order (UPW wastewater recycling).
3. I nitial Public Offering of Equity Shares and Utilisation of Issue Proceeds
a. Initial Public Offering
The Company successfully completed its Initial Public Offering ("IPO") during the FY25, aggregating to ' 5,003.30 million, comprising 7,137,321 equity shares of face value ' 5 each at an issue price of ' 701 per share (including a share premium of ' 696 per share).
The IPO comprised a fresh issue of 2,496,433 equity shares aggregating to ' 1,750 million and an offer for sale of 4,640,888 equity shares by the selling shareholders aggregating to ' 3,253.30 million. Pursuant to the IPO, the equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on 27th December 2024.
The successful listing marked a significant milestone in the Company's growth journey and has enhanced its visibility, strengthened its corporate governance framework, and improved its access to capital markets.
b. Proceeds from the IPO
The net proceeds of IPO have been partially utilized during FY 2025-26, 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 athttps://concordenviro.in/ investors.php.
As on 31st March 2026, 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 2026
|
Amount Unutilised as of 31st March 2026
|
|
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
|
75.35
|
174.65
|
|
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
|
200.00
|
-
|
|
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
|
209.54
|
25.46
|
|
General corporate purposes
|
206.80
|
198.64
|
198.45
|
0.19
|
|
Total of the Net Proceed
|
1,628.92
|
1,620.76
|
1,183.34
|
437.42
|
4. SHARE CAPITAL
a. Authorised Share Capital
As at 31st March 2026, the Authorised Share Capital of the Company was ' 425 million comprising 40,000,000 Equity Shares of face value ' 5 each, aggregating to ' 200 million, anc 225,000 Compulsorily Convertible Preference Shares of face value ' 1,000 each, aggregating tc ' 225 million.
b. Issued, Subscribed and Paid-up Share Capital
As at 31st March 2026, the paid-up equity share capital of the Company stood at 20,696,233
equity shares of ' 5 each, aggregating to ' 103.48 million.
During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or Preference shares.
3. DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March 2026 considering the requirement of funds for fulfilling financial obligations.
6. DEPOSIT
During the financial year under review, the Company did not accept, renew, or hold any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (“the Companies Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.
7. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE
(a) As at 31st March 2026, the Company had five Subsidiaries, five step down subsidiaries and four Joint Ventures.
(b) Pursuant to the provisions of Section 129 of the Companies Act and other applicable provisions, if any of the Act 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”). The Policy was amended and approved by the Board of Directors at its meeting held on 22nd May 2026. The updated Policy is available on the Company's website athttps://concordenviro.
in/assets/download/policy-for-determining- material-subsidiaries.pdf. As at 31st March 2026, the 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; and
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.
I n terms of Regulation 34 of the SEBI Listing Regulations, a separate report on the Corporate Governance for the financial year 2025-26, together with a certificate from M/s. Martinho Ferrao & Associates, Practicing Company Secretary confirming compliance with the Corporate Governance are set out and forms 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.
As on 31st March 2026, 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
|
|
Mr. Prayas Goel
|
00348519
|
Managing
Director
|
|
Mr. Prerak Goel
|
00348563
|
Executive
Director
|
|
Mr. Prakash Dharshibhai Shah
|
00286277
|
Independent
Director
|
|
Mr. Shiraz Bugwadia Homi
|
01213884
|
Independent
Director
|
|
Ms. Kamal
Sandeep
Shanbhag
|
09578441
|
Independent
Director
|
|
Ms. Namrata Prayas Goel
|
00349113
|
Non-Executive
Director
|
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 (KMP) of the Company as on 31st March 2026:
|
Name of the Key Managerial Personnel
|
Designation
|
|
Mr. Anish Goel
|
Chief Financial Officer
|
|
Ms. Jyoti Nikunj
|
Company Secretary and
|
|
Chawda
|
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 and KMP:
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 of Directors approved the appointment of Ms. Namrata Prayas Goel (DIN: 00349113) as an Additional Director (Non¬ Executive, Non-Independent Director) of the Company with effect from 19th May 2025.
Subsequently, her appointment as a Director (Non-Executive, Non-Independent Director), liable to retire by rotation, was regularised by shareholders through a resolution passed by Postal Ballot on 2nd August 2025.
iii. Mr. Prayas Goel (DIN: 00348519), Managing Director of the Company retired by rotation at the 26th AGM of the Company held on 19th September 2025 and being eligible offered himself for re-appointment in accordance with the provisions of Section 152(6) of the Companies Act and in terms of Articles of Association of the Company.
iv. Ms. Priyanka Aggarwal resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 19th June 2025 to pursue new career opportunities. Consequently, she ceased to be a Key Managerial Personnel of the Company with effect from the said date.
v. Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, Ms. Jyoti Nikunj Chawda (Membership No. A40074) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 11th August 2025.
vi. Mr. Sudarshan Gopinath Kamath resigned from the position of Chief Financial Officer of the Company with effect from 3rd January 2026, upon attaining the age of retirement.
vii. Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, Mr. Anish Goel was appointed as the Chief Financial Officer of the Company with effect from 12th February 2026.
viii. Mr. Anish Goel resigned from the position of Chief Financial Officer of the Company with effect from 31st July 2026 to pursue another professional opportunity.
ix. Mr. Prerak Goel (DIN: 00348563), Executive Director of the Company is liable to retire by rotation at the ensuing 27th AGM of the Company and being eligible offers himself for re-appointment in accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company. The Board
of Directors based on the recommendations of Nomination and Remuneration Committee have recommended his re-appointment for approval of members.
x. Mr. Prayas Goel (DIN: 00348519) was appointed as the Managing Director of the Company by the members at their meeting held on 26th August 2024 for a term of three (3) years commencing from 1st April 2024 and ending on 31st March 2027 and is eligible for re-appointment for a further term of term of three (3) years commencing from 1st April 2027 and ending on 31st March 2030. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their meeting held on 11th August 2026 has approved the re-appointment and remuneration of Mr. Prayas Goel as the Managing Director of the Company, subject to the approval of the members at the ensuing 27th AGM.
xi. Mr. Prerak Goel (DIN: 00348563) was appointed as the Executive Director of the Company by the members at their meeting held on 26th August 2024 for a term of three (3) years commencing from 1st April 2024 and ending on 31st March 2027 and is eligible for re- appointment for a further term of three (3) years commencing from 1st April 2027 and ending on 31st March 2030. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their meeting held on 11th August 2026 has approved the re-appointment and remuneration of Mr. Prerak Goel as the Executive Director of the Company, subject to the approval of the members at the ensuing 27th AGM.
xii Mr. Prakash Shah (DIN: 00286277) was appointed as the Independent Director of the Company by the members at their meeting held on 25th May 2022 for a first term of five (5) consecutive years and is eligible for re¬ appointment for a second term of five (5) consecutive years commencing from 25th May 2027 up to 24th May 2032. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their meeting held on 11th August 2026 has approved the re-appointment of Mr. Prakash Shah as the Independent Director of the Company, subject to the approval of the members at the ensuing 27th AGM.
xiii. Ms. Kamal Shanbhag (DIN: 09578441) was appointed as the Independent Director of the Company by the members at their meeting held on 25th May 2022 for a first term of five (5) consecutive years and is eligible for re¬ appointment for a second term of five (5) consecutive years commencing from 25th May 2027 up to 24th May 2032. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 11th August 2026 has approved the re-appointment of Ms. Kamal Shanbhag as the Independent Director of the Company, subject to the approval of the members at the ensuing 27th AGM.
xiv. Mr. Shiraz Bugwadia (DIN: 01213884) was appointed as the Independent Director of the Company by the members at their meeting held on 20th June 2022 for a first term of five (5) consecutive years and is eligible for re-appointment for a second term of five (5) consecutive years commencing from 20th June 2027 up to 19th June 2032. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at their meeting held on 11th August 2026 has approved the re-appointment of Mr. Shiraz Bugwadia as the Independent Director of the Company, subject to the approval of the members at the ensuing 27th AGM.
xv. Based on the recommendation of the Nomination and Remuneration Committee and the approval of Board of Directors, Mr. Shleshank Laheri is appointed as the Chief Financial Officer of the Company with effect from 11th August 2026.
12. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
Pursuant to the provisions of Section 178(3) read with Section 134(3)(e) of the Companies Act, and the applicable provisions of the SEBI Listing Regulations, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a Nomination and Remuneration Policy.
The Policy lays down the criteria for determining qualifications, positive attributes, independence, and other matters relating to the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel.
The selection and appointment of members to the Board are based on a combination of factors, including their personal and professional standing, domain expertise, experience, skills, and qualifications relevant to the position. In the case of Independent Directors, the proposed appointee is also evaluated against the independence criteria prescribed under Section 149(6) of the Act and Regulation 16(1)(d) of the SEBI Listing Regulations.
The Nomination and Remuneration 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
The Board of Directors conducted an annual performance evaluation of its own performance, that of its Committees, the Chairman, and the Individual Directors, in compliance with the provisions of the Companies Act and the SEBI Listing Regulations.
The evaluation was undertaken through a structured, system-driven questionnaire covering various aspects of the Board's functioning and the discharge of its fiduciary responsibilities. The assessment considered, inter alia, the Board's effectiveness in addressing the Company's long-term strategic objectives, the quality and transparency of Board deliberations, the adequacy and timeliness of information flow between the management and the Board, the effectiveness of the Board and its Committees, and the Board's role in safeguarding the interests of stakeholders, including shareholders.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated, in accordance with the applicable statutory and regulatory requirements.
The Board noted with satisfaction the overall effectiveness of the evaluation process and the constructive feedback received therefrom.
14. SEPARATE INDEPENDENT DIRECTORS’ MEETINGS
Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, the Independent Directors meet at least once in a financial year without the presence of Non-Independent Directors and members of the management.
During the year under review, one (1) meeting of the Independent Directors was held on 08th August 2025. At the meeting, the Independent Directors, inter alia, reviewed the performance of the Board as a whole, the performance of the Chairman of the Company, and the performance of the Non-Independent Directors, including both Executive and Non-Executive Directors, taking into consideration the views of the Executive and Non-Executive Directors.
The Independent Directors also assessed the quality, adequacy, and timeliness of the flow of information between the Company's management and the Board of Directors to ensure that the Board is able to effectively and efficiently discharge its duties and responsibilities.
15. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that:
i. they meet the criteria of independence prescribed under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI Listing Regulations;
ii. t hey have complied with and continue to comply with the Code for Independent Directors prescribed under Schedule IV to the Act;
iii. they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;
iv. they are registered with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable; and
v. they have complied with the requirements relating to the online proficiency self¬ assessment test prescribed under Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the extent applicable.
Based on the declarations received and after undertaking an assessment of the veracity of the same, the Board of Directors is of the opinion that all the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management of the Company.
The terms and conditions of the appointment of Independent Directors are available on the Company's website athttps://www.concordenviro. in/investors.php
16. CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS
All the Directors of the Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164 of the Companies Act and are not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (“SEBI”) or any other statutory or regulatory authority.
None of the Directors of the Company, other than the Promoter Directors, are related to each other within the meaning of the provisions of the Act.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations 2015, the Company has obtained a certificate from a Practising Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of any company by SEBI, the Ministry of Corporate Affairs (“MCA”), or any other statutory or regulatory authority. The said certificate forms part of this Annual Report as "Annexure D".
17. MEETINGS OF BOARD
The Board of Directors meets at regular intervals to discuss and decide on matters relating to the Company's business and operations. The Company ensures that at least four Board Meetings are held in a financial year, with a minimum of one meeting in each quarter, in compliance with the provisions of the Companies Act and the SEBI Listing Regulations 2015. The schedule of Board Meetings
is finalised well in advance after obtaining the concurrence of all the Directors.
Any urgent business requiring the approval of the Board between two Board Meetings is transacted through circular resolutions, which are subsequently placed before the Board for noting and confirmation at the ensuing Board Meeting.
During the year under review, five (5) Board Meetings were convened and held. Details of the meetings of the Board, including the attendance of Directors, are provided in the Corporate Governance Report forming part of this Annual Report and are not repeated herein to avoid duplication.
The gap between any two consecutive Board Meetings was within the limits prescribed under the Companies Act and the SEBI Listing Regulations.
18. BOARD COMMITTEES
I n compliance with the applicable provisions of the Companies Act, the Rules made thereunder and the SEBI Listing Regulations 2015, the Board has constituted the mandatory Committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Risk Management Committee, with terms of reference in accordance with the requirements prescribed under the Act and the SEBI Listing Regulations.
Further, the Company had constituted an IPO Committee to oversee and facilitate matters relating to the Initial Public Offering of the Company. Upon completion of the IPO-related activities, the IPO Committee was dissolved with effect from 08th August 2025.
As the constitution of a Risk Management Committee is not mandatory for the Company under the applicable provisions of the SEBI Listing Regulations, the Board of Directors, after due consideration, dissolved the Risk Management Committee with effect from 22nd May 2026.
The composition of the Committees, details of the meetings held during the year, attendance of members and the terms of reference of the respective Committees are provided in the Corporate Governance Report forming part of this Annual Report and are not repeated herein to avoid duplication.
The minutes of the meetings of the Committees are regularly placed before the Board for its noting and review.
During the year under review, all recommendations made by the Committees of the Board, including the Audit Committee, 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. i n the preparation of the annual accounts for the year ended 31st March 2026, 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 2026 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 Companies 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 Regulation 25(7) of the SEBI Listing Regulations 2015, the Company has in place a Familiarisation Programme for its Independent Directors to enable them to gain insights into the Company, its business operations, industry dynamics, regulatory environment, governance practices and their roles, rights and responsibilities as Directors.
The details of the Familiarisation Programme imparted to the Independent Directors during the year are provided in the Corporate Governance
Report forming part of this Annual Report. The same are also available on the website of the Company athttps://www.concordenviro.in/ assets/download/Familiarisation-Program-for- Independent-Directors-new.pdf.
21. DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)
Pursuant to Regulation 25(10) of the SEBI Listing Regulations 2015, the Company has obtained a Directors and Officers Liability Insurance Policy (“D&O Insurance Policy”) for all its Directors, including Independent Directors. The policy provides appropriate coverage and indemnification against liabilities arising from acts, omissions, negligence, default, misfeasance, breach of duty or breach of trust in the discharge of their duties and responsibilities in relation to the Company, subject to the terms and conditions of the policy.
22. SUCCESSION PLANNING
The Nomination and Remuneration Committee of the Company oversees matters relating to succession planning for the Board of Directors, Key Managerial Personnel and Senior Management Personnel. The Company recognizes that an effective succession planning framework is critical for ensuring business continuity, leadership stability and the long-term sustainable growth of the Company.
Accordingly, the Company has established a structured succession planning mechanism aimed at ensuring the orderly identification, development and transition of leadership roles. The framework facilitates the timely availability of qualified and competent personnel for key positions and supports the continuity of the Company's business operations and strategic objectives.
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”), were appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the financial year 2024-25 up to the conclusion of the Annual General Meeting to be held for the financial year 2028-29. DHS conducted the statutory audit of the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2026.
ii. The Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2026, together with the Independent Auditors' Reports thereon, were reviewed and recommended by the Audit Committee and subsequently approved by the Board of Directors at their respective meetings held on 22nd May 2026.
The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year 2025-26. The Auditors' Reports do not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements referred to in the Auditors' Reports are self-explanatory and therefore do not call for any further comments.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
M/s. Martinho Ferrao & Associates, Company Secretaries in Practice,were appointed as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the Twenty-sixth (26th) Annual General Meeting up to the conclusion of the Thirty-first (31st) Annual General Meeting of the Company. M/s Martinho Ferrao & Associates has conducted the Secretarial Audit of the Company for financial year 2025¬ 26.
The Secretarial Audit Report for the financial year ended 31st March 2026 is annexed to this Board's Report as ''Annexure E". The said
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Further, M/s. Martinho Ferrao & Associates, Company Secretaries in Practice, also conducted the Secretarial Audit of Rochem Separation Systems (India) Private Limited (“RSSPL”), a material unlisted subsidiary of the Company, for the financial year 2025-26. The Secretarial Audit Report of RSSPL forms part of this Annual Report as "Annexure E1".
(c) INTERNAL AUDITOR AND THEIR REPORT
M/s. Sahajwani & Associates LLP, Chartered Accountants, were appointed as the Internal Auditor of the Company to conduct the internal audit for the financial year 2025-26 and the scope functioning, periodicity and methodology for conducting internal audit was approved by the Board of Directors.
(d) COST AUDITOR
During the year under review, maintenance of cost records and appointment of cost auditors as specified by the Central government under sub-section (1) of section 148 of the Companies Act is not applicable for the company.
(e) 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
The Company has adopted accounting policies that are consistent with the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other applicable provisions of the Act.
The Company has established and maintained adequate Internal Financial Controls with reference to the Financial Statements, commensurate with
the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
The Company periodically evaluates the effectiveness of its Internal Financial Controls and continuously undertakes measures to strengthen the control environment. During the year under review, no material weakness, significant deficiency or reportable observation relating to the adequacy or effectiveness of the Internal Financial Controls was reported by the Statutory Auditors or the Internal Auditors of the Company.
The Audit Committee regularly reviews the adequacy and effectiveness of the internal control framework and monitors the implementation of corrective actions and process improvements, wherever required. The Company also has a robust Management Information System (MIS), which forms an integral part of its internal control and monitoring mechanism.
27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The provisions of Section 125(2) of the Companies 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 Companies 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 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 12 to the Standalone Financial Statements).
30. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into by the Company during the year under review were in the ordinary course of business and on an arm's length basis. The Company did not enter into
any contract, arrangement or transaction with related parties that could be considered material in accordance with the Company's Policy on Materiality of Related Party Transactions or that required disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Annual Report.
I n accordance with the provisions of the Act, the SEBI Listing Regulations and the Company's Related Party Transactions Policy, all Related Party Transactions are placed before the Audit Committee for its prior approval. Repetitive transactions of a routine nature proposed to be entered into during the financial year are approved by the Audit Committee through omnibus approvals, subject to the applicable statutory provisions.
A statement containing the details of all Related Party Transactions entered into pursuant to the omnibus approvals granted by the Audit Committee is placed before the Audit Committee on a quarterly basis for its review.
The details of transactions, contracts and arrangements entered into with Related Parties during the financial year under review are disclosed in Note 43 to the Standalone Financial Statements and Note 56 to the Consolidated Financial Statements forming part of this Annual Report.
During the year under review, the Related Party Transactions Policy of the Company was amended and approved by the Audit Committee and the Board of Directors at their respective meetings held on 12th February 2026, to align the same with the applicable provisions of the Act and the SEBI Listing Regulations.
The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the website of the Company at:https:// concordenviro.in/assets/download/policy-on- materiality-of-and-dealing-with-related-party- transactions.pdf
31. 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 Annual Return of the Company as on 31st March 2026 in Form MGT - 7, is available on the website of the Company athttps://www.concordenviro.in/ investors.php
32. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Sections 177(9) and 177(10) of the Companies Act, read with the Rules framed thereunder and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism and Whistle Blower Policy to provide a robust and transparent framework for Directors, employees and other stakeholders, as applicable, to report genuine concerns relating to unethical conduct, actual or suspected fraud, violations of the Company's Code of Conduct, applicable laws and regulations, or any actual or suspected leak of Unpublished Price Sensitive Information (“UPSI”).
The Policy is designed to promote responsible and secure whistle blowing and ensures that concerns raised in good faith are addressed appropriately. It provides adequate safeguards against victimisation of whistle blowers and ensures strict confidentiality of the identity of the complainant, the information reported and the evidence submitted during the course of investigation.
The Vigil Mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional circumstances. During the year under review, no person was denied access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the website of the Company 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 business, operational, financial and regulatory risks inherent to the industries and geographies in which it operates. In an increasingly dynamic and evolving business environment, risks arising from geopolitical and economic uncertainties, fluctuations in commodity prices, foreign exchange rates and interest rates, as well as cyber security threats, continue to require focused attention and proactive management.
To effectively manage such risks, the Company has adopted a comprehensive Risk Management Policy, which provides a structured framework for the identification, assessment, evaluation, monitoring, mitigation and reporting of key business risks. The risk management framework forms an integral part of the Company's strategic planning, decision-
making and business review processes. The Policy is designed to provide reasonable assurance towards the achievement of the Company's objectives by integrating risk management and internal controls into day-to-day operations, ensuring compliance with applicable laws and regulations, safeguarding assets and maintaining the integrity of financial reporting and related disclosures.
The Risk Management Policy is available on the website of the Company at:
https://concordenviro.in/assets/download/risk-
management-policy.pdf
The Company has established appropriate processes for periodic risk assessment and review, and significant risks along with mitigation measures are regularly reported to and reviewed by the Board of Directors. During the year under review, the Risk Management Committee, inter alia, reviewed the Company's risk management framework and monitored the effectiveness of the systems and processes established for identifying, evaluating and mitigating risks associated with the Company's business operations.
As the constitution of a Risk Management Committee is not mandatory for the Company under the applicable provisions of the SEBI Listing Regulations, the Board of Directors, after reviewing the Company's governance framework and risk oversight mechanisms, approved the dissolution of the Risk Management Committee at its meeting held on 22nd May 2026. Consequently, the oversight and monitoring of the Company's risk management framework shall continue to be undertaken directly by the Board of Directors.
The key business risks faced by the Company and the mitigation measures adopted to address such risks are discussed in detail in the Management Discussion and Analysis Report, which forms 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”.
Further the gender-wise breakdown of employees as on 31st March 2026, is mentioned below:
Male - 21 Female - 4 Transgender - 0
The statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) 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 atcs@concordenviro.in.
35. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility (“CSR”) under Section 135 of the Companies Act were not applicable to the Company during the financial year ended 31st March 2026, as the Company did not meet the prescribed thresholds as on 31st March 2025.
However, based on the financial performance of the Company during the financial year ended 31st March 2026, the provisions of Section 135 of the Companies Act have become applicable to the Company with effect from the financial year 2026-27. Accordingly, the Board of Directors, at its meeting held on 6th July 2026, approved and adopted the CSR Policy of the Company in compliance with the requirements of the Companies Act and the rules made thereunder. The CSR Policy is available on the website of the Company athttps://www.concordenviro.in/ assets/download/Policy-on-Corporate-Social- Responsibility.pdf
Further, in terms of the provisions of Section 135 of the Companies Act, the requirement to constitute a Corporate Social Responsibility Committee is not applicable to the Company, as the Company does not meet the criteria prescribed for the constitution of such Committee. Accordingly, the CSR functions shall be discharged by the Board of Directors of the Company.
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 thatenablesemployeestowork 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 terms 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 2025-26: 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 is committed to providing a supportive and inclusive work environment for its employees and has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company extends maternity benefits and related entitlements to eligible employees in accordance with the applicable statutory requirements and continues to promote the well-being, health, and welfare of women employees during and after maternity.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, the Board of Directors, at its meeting held on 08th August 2025, approved a Scheme of Financial Restructuring of the Company. Pursuant to the said approval, the Company filed an application before the National Company Law Tribunal (''NCLT'') seeking approval of the Scheme.
Subsequently, vide order dated 11th March 2026, the NCLT directed the Company to convene a meeting of its shareholders for considering and approving the proposed Scheme. In compliance with the said order, the shareholders' meeting was
duly held on 28th April 2026, and the requisite reports and documents were thereafter submitted to the NCLT.
The petition in relation to the Scheme has been admitted by the NCLT and is presently pending for further consideration. The matter is currently listed for hearing on 20th August 2026.
Other than the aforesaid proceedings relating to the proposed financial restructuring, there are no significant or material orders passed by any regulator, court, tribunal, or other authority during the year under review which would adversely impact the going concern status of the Company or materially affect its future operations.
39. EMPLOYEES’ STOCK OPTION SCHEME
The Company had adopted the Concord Enviro Employee Stock Option Plan, 2022 (“ESOP 2022 Plan”) comprising a pool of 20,600 stock options for the benefit of eligible employees. During the year under review, the members of the Company, at the 26th Annual General Meeting held on 19th September 2025, approved amendments to the ESOP 2022 Plan, inter alia, incorporating provisions relating to amendment and termination of the Plan.
Subsequently, the Board of Directors, at its meeting held on 7th November 2025, approved the termination of the ESOP 2022 Plan. Accordingly, the ESOP 2022 Plan stands terminated with effect from the said date.
No stock options were granted under the ESOP 2022 Plan during its tenure and, therefore, no employee compensation expense was recognised in relation thereto under the applicable provisions of Ind AS 102 - Share-based Payment.
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; and
• 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 ' 27.66 million for FY 2025¬ 26 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 Companies 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 thank the Members, Customers, Supply Chain Partners, Employees, Financial Institutions, Banks, Central and State Governments, Government authorities, Regulators, Stock Exchanges and various other stakeholders for their continued co-operation and support to the Company. Your Directors also record their appreciation for the continued co-operation and support received from the Joint Venture Partners and Associates.
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: 11th August 2026 Place: Mumbai
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