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CONCORD ENVIRO SYSTEMS LTD.

16 October 2026 | 12:00

Industry >> Water Supply & Management

Select Another Company

ISIN No INE037Z01029 BSE Code / NSE Code 544315 / CEWATER Book Value (Rs.) 268.18 Face Value 5.00
Bookclosure 52Week High 499 EPS 9.55 P/E 26.87
Market Cap. 530.86 Cr. 52Week Low 235 P/BV / Div Yield (%) 0.96 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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 at
https://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 at
https://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 at
https://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 at
https://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 at
https://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 at
cs@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 at
https://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