Your directors take pleasure in presenting the 26th Annual Report of the Company, together with the Standaloneand Consolidated Audited Financial Statements for the Financial Year ended 31st March 2025.
A summary of the financial performance of the Company for the FY 2024-25 and a comparison with theprevious financial year is detailed below:
Particulars
Consolidated
Standalone
31st March 2025
31st March 2024
Revenue from operations
5,944.39
4,968.59
565.84
389.71
Other income
47.24
148.47
33.44
13.21
Total income
5,991.63
5,117.06
599.28
402.92
Profit/(loss) before tax from continuingoperations
644.65
986.72
40.18
(2.10)
Tax expense
62.72
25.58
8.86
(25.32)
Profit/(loss) after tax from continuingoperations
581.93
961.14
31.32
23.22
Profit/(loss) after tax from discontinuedoperations
(67.00)
(546.75)
0
Profit/ (loss) for the year fromcontinuing operations and discontinuedoperations
514.93
414.39
Balance brought forward from previousyears
3,134.54
2,718.61
343.73
320.64
Other items classified to othercomprehensive income
(24.48)
1.54
(0.6)
(0.13)
Other adjustment
1,608.28
1,605.23
Profit available for appropriation
5,233.27
1,979.68
Less: Appropriation
(i) Dividend on equity
-
(ii) Dividend on preference shares
(ii) Tax on dividend
(iv) Transferred to/(from) debentureredemption reserve
Balance Carried Forward to BalanceSheet
(a) Standalone Results
Your Company has achieved total incomeof ' 599.28 million for the year compared tothe previous year's ' 402.92 million showingincrease of 48.73%. The Profit before Tax forthe year was ' 40.18 million compared to a lossof ' 2.10 million in the previous year resultingin an increase of 2013.33%. The Profit after Taxfor the year was ' 31.32 million compared to' 23.22 million in the previous year resulting inan increase by 34.88%.
(b) Consolidated Results
Your Company achieved total income of' 5991.63 million for the year compared to theprevious year's ' 5117.06 million showing anincrease of 17.09%. The EBIDTA for the yearwas ' 870.82 Millions compared to ' 750.51Millions in the previous year resulting in anincrease by 16.03%. The Consolidated Profitbefore Tax for the year was ' 644.65 millioncompared to ' 986.72 million in the previousyear resulting in a decrease of 34.67%. TheConsolidated Profit after Tax for the year was' 514.93 million compared to ' 414.39 millionin the previous year resulting in a increaseby 24.26%. All intercompany transactions are
netted out at the time of consolidation andhence, the profits and revenues are reducedto that extent.
(c) Transfer to General Reserve
During the year under review, your companyhas not transferred any amounts to theGeneral reserve. Comprehensive informationregarding movement in Reserves and Surplusduring the financial year ended 31st March2025, can be referred from the ‘Statement ofChanges in Equity' included in the standaloneand consolidated financial statements of thisAnnual report.
(d) Overview on operations
The year under review, marked a strong yearfor the Company, with revenues rising 20%to ' 5,944 Mn. Backed by a healthy orderbook of ' 5,327 Mn and a strategic pushinto emerging sectors such as CBG, carboncapture, semiconductors, and green hydrogen,the Company is confident in sustaining thismomentum. Margin expansion alongsiderobust top-line growth highlights the strengthand adaptability of the Company's businessmodel. The Company remains focused ondelivering high-impact, value-driven solutionswhile scaling sustainably and fosteringinnovation.
Some of the operational highlights include:
Strategic Client Wins: Onboarded marqueeclients across aerospace, sustainablepackaging, aluminum packaging, andcompressed biogas (CBG), underscoringCompany's role as a trusted sustainabilitypartner.
Robust Growth in Product Business: Achievedaround ' 77.5 Mn in membrane sales in FY25via the distributor model; projected to scale toaround ' 300 Mn in FY26 and reach ' 850 Mnover the next three years.
Innovation-Driven Growth: As of 31st March2025, secured 9 patents and filed 21 newapplications reflecting a strong innovationpipeline.
Expanding Presence in EmergingTechnologies: Developing a strong pipelinein Solar PV, Green Hydrogen, Carbon Captureand Semiconductors, with ongoing discussionswith leading clients to deliver advancedsustainable solutions.
Expanding Geographical Footprint: The
Company marked its presence in the USMarket in FY25. This is expected to ramp up inthe years to come.
3. I nitial Public Offering of Equity Shares andUtilisation of Issue Proceeds
a. Initial Public Offering
During the year under review, the Companyhas made an Initial Public Offering ('IPO')aggregating to ' 500.33 crores comprising of7,137,321 equity shares of face value of ' 5 eachat an issue price of ' 701 per share (includinga share premium of ' 696 per share). Theissue comprised of a fresh issue of 2,496,433equity shares aggregating to ' 175 Crore andoffer for sale of 4,640,888 equity shares byselling shareholders aggregating to ' 325.33Crore. Pursuant to the IPO, the equity sharesof the Company were listed on National StockExchange of India Limited (NSE) and BSELimited (BSE) on 27th December 2024.
b. Proceeds from the IPO
The net proceeds of IPO have been partiallyutilized during FY 2024-25, in line with theobjects of the offer. The details of the utilisationof Issue proceeds of the IPO are submittedto Stock Exchanges on a quarterly basis andare available on their websites and also on thecompany website at https://concordenviro.in/investors.php.
As on 31st March 2025, there was no deviationin utilisation of the issue proceeds fromthe object stated in offer documents andsubmitted to Stock Exchanges.
The following table sets forth details of theutilisation of the Net Proceeds of the fundsraised through IPO:
Utilisation of the Net Proceed of the Object of theIssue
EstimatedAllocation (asper the OfferDocument)
Revision
Allocation
Amountutilised asof 31st March2025
AmountUnutilised asof 31st March2025
Investment in our wholly owned Subsidiary, CEFfor financing its capital expenditure requirementsfor the greenfield project to develop anassembly unit to assemble systems and plantsfor treatment of water, waste water and relatedmembrane modules
250.00
Investment in our wholly owned Subsidiary,Rochem Separation Systems (India) PrivateLimited (“RSSPL") for financing its capitalexpenditure requirements for the brown fieldproject to expand the manufacturing facilities,storage and supporting activities
105.05
Funding capital expenditure requirements of ourCompany for purchase of plant and machinery
32.07
Investment in our wholly owned Subsidiary,Concord Enviro FZE for prepayment orrepayment, in full or in part, of all or a portion ofcertain outstanding borrowings availed by CEF
500.00
Investment in our wholly owned Subsidiary, CEF,for funding working capital requirements of CEF
200.00
50.00
150.00
Investment in our joint venture, Roserve EnviroPrivate Limited to grow our pay per use/pay asyou treat business
100.00
Investment in technology and other growthinitiatives for access to new markets
235.00
General corporate purposes (Net of issueexpense)
206.80
198.64
94.50
104.14
Total of the Net Proceed
1,628.92
1,620.76
644.50
976.26
a. Authorised Share Capital
As at 31st March 2025, the Authorised Share Capitalof the Company was ' 42.5 crores comprising of4,00,00,000 Equity Shares of face value ' 5 eachaggregating to ' 20,00,00,000 and 225,000Compulsorily Convertible Preference Shareof face value of ' 1,000 each aggregating to' 22,50,00,000.
b. Change in the Issued, Subscribed and Paid-upShare Capital
During FY 2024-25, pursuant to the fresh Issueof 2,496,433 Equity Shares of face value of ' 5each the Issued, Subscribed and Paid-up EquityShare Capital of the Company was increased from' 9,09,99,000/- to ' 10,34,81,165/- as on 31st March2025.
The Paid-up capital of the Company as on 31stMarch 2025 stood at 2,06,96,233 equity shares of' 5/- each aggregating to ' 10,34,81,165 (Rupees
Ten Crores Thirty Four Lakhs Eighty One ThousandOne Hundred and Sixty Five only).
During the year under review, your Company hasnot issued any shares with differential rights, sweatequity shares and /or Preference shares.
The Board does not recommend any dividendfor the financial year ended 31st March 2025considering the requirement of funds for fulfillingfinancial obligations.
During the year under review, the Company has notaccepted or renewed any deposits falling withinthe purview of Section 73 of the Act read with theCompanies (Acceptance of Deposit) Rules, 2014.
(a) As at 31st March 2025, our Company had fiveSubsidiaries, two step down subsidiaries andand three Joint Ventures.
(b) Pursuant to the provisions of Section 129 of theAct and other applicable provisions, if any readwith Rule 5 of Companies (Accounts) Rules,2014, a separate statement containing salientfeatures of the financial statements of theCompany's subsidiaries, associate companyand joint venture in prescribed Form AOC-1 isattached to this report as “Annexure A”.
(c) The Consolidated Financial Statementspresented by the Company include financialstatement of the Subsidiaries prepared inaccordance with the applicable accountingstandards.
(d) In accordance with Section 136 of the Act andthe Rules framed thereunder, the AuditedFinancial Statement, including the Standaloneand Consolidated Financial Statements andthe related information of the Company aswell as the Audited Financial Statement ofthe subsidiary companies, are available onthe website of the Company at https://www.concordenviro.in/investors.php.
The Audited Financial Statement of thesubsidiary companies are not attached withthe Financial Statements of the Company. TheCompany will make available the FinancialStatements of the subsidiary companies andthe related information to any member of theCompany who may be interest in obtaining thesame.
(e) The Company has formulated a policy onidentification of material subsidiaries inaccordance with Regulation 16(1)(c) of theSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI ListingRegulations”) and the same is placed on theCompany's website at https://concordenviro.in/assets/download/policy-for-determining-material-subsidiaries.pdf. As at 31st March2025, following are the material subsidiariesof the Company:
1. Rochem Separation Systems (India)Private Limited (“RSSPL”), India
2. Concord Enviro FZE (“CEF”), United ArabEmirates
3. Blue Water Trading & Treatment (FZE),United Arab Emirates
4. Concord Enviro S.A. De. C.V. Mexico(“CES”), Mexico
There are no material changes in the nature of
business of the Company or any of its subsidiaries
or associates or joint ventures. During the yearunder review, no company became or ceasedto be subsidiary/associate/Joint Venture of theCompany.
Your Company, guided by its core values, adopts avery transparent approach to business, embracinga responsible and self-regulatory framework. It iscommitted to upholding the highest standards ofcorporate governance to foster integrity, ensureaccountability, and create sustainable value for allstakeholders.
In terms of Regulation 34 of the SEBI ListingRegulations, a separate report on the CorporateGovernance for FY 2024-25, together with acertificate from M/s. Martinho Ferrao & Associates,Practicing Company Secretaries confirmingcompliance with the Corporate Governance are setout and collectively form part of this Annual Reportas “Annexure B”.
As per Regulation 34 of the SEBI Listing Regulations,the Management Discussion and Analysis Reportgiving details of the company's performance forthe year under review, forms part of this AnnualReport as “Annexure C”.
The Board of the Company is duly constituted inaccordance with the requirements of Section 149of the Act and Regulation 17 of the SEBI ListingRegulations.
i. As on 31st March 2025, your Board comprisesof 6 Directors (i.e. 2 Executive Directors, 3Independent Directors and 1 Non-ExecutiveNon-Independent Director) as detailed below.
Name of theDirector
DIN
Designation
Prayas Goel
00348519
Managing Director
Prerak Goel
00348563
Executive Director
Prakash
Shah
00286277
Non-Executive -Independent Director
Shiraz
Bugwadia
01213884
Kamal
Shanbhag
09578441
Rajesh Pai
02930658
Non-Executive - NonIndependent Director
ii. Pursuant to the provisions of Section 2(51)and 203 of the Act, read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 as amended from timeto time the following are the Key ManagerialPersonnel of the Company as on 31st March2025:
Name of the KeyManagerial Personnel
Mr. SudarshanKamath
Chief Financial Officer
Ms. Priyanka
Company Secretary and
Aggarwal
Compliance Officer
Mr. Prayas Goel
Mr. Prerak Goel
During the year under review and upto the date ofthis report, the following changes took place in thecomposition of the Board:
i. Mr. Rajesh Pai (DIN 02930658), (Non-executiveNon-Independent Director) ceased to bea Director of the Company with effect from19th May 2025 on account of resignation dueto his pre-occupation and other personalcommitments.
ii. Based on the recommendation of theNomination and Remuneration Committee,the Board approved the appointment ofMs. Namrata Prayas Goel (DIN 00349113)who was appointed as Additional Director(Non-Executive, Non-Independent Director)of the Company w.e.f. 19th May 2025. Herappointment as a Director (Non-Executive,Non-Independent Director) of the Company,liable to retire by rotation was proposedfor shareholders' approval by the wayof postal ballot, in accordance with theapplicable provisions of the Act and the SEBIListing Regulations and the shareholdershave accorded their approval for the saidappointment. The results of the postal ballotwere duly declared on 4th August 2025,confirming the appointment of Ms. NamrataGoel as Director (Non-Executive, Non¬Independent Director) of the Company.
iii. Mr. Prayas Goel (DIN: 00348519), ManagingDirector of the Company is liable to retireby rotation at the ensuing 26th AGM of theCompany and being eligible offers himself forre-appointment. The Board of Directors of theCompany based on the recommendation ofNomination and Remuneration Committee haverecommended his re-appointment.
iv. Ms. Priyanka Aggarwal resigned as CompanySecretary and Compliance Officer of the
Company with effect from closure of businesshours of 19th June 2025 in order to seek newcareer opportunities and ceased to be the KeyManagerial Personnel of the Company.
v. Based on the recommendation of theNomination and Remuneration Committee,Ms. Jyoti Nikunj Chawda (Membership no.A40074) has been appointed as CompanySecretary and Compliance Officer of theCompany with effect from 11th August 2025.
12. POLICY ON APPOINTMENT ANDREMUNERATION OF DIRECTORS, KEYMANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL
In terms of the provisions of sub-section (3) ofSection 178 read with clause (e) of sub-section (3) ofSection 134 of the Act and SEBI Listing Regulationsand on the recommendation of the Nomination andRemuneration Committee of the Company, theBoard has adopted a Nomination and RemunerationPolicy dealing with the criteria for determining thequalification, positive attributes, independence andother matters for the appointment and remunerationof Directors, Key Managerial Personnel and SeniorManagement Personnel. Further the assessmentand appointment of the members to the Board isbased on a combination of criterion that includespersonal and professional stature, domain expertiseand specific qualifications required for the position.The potential Independent Board member is alsoassessed on the basis of independence criteriaas per Section 149(6) of the Act and Regulation16(1)(d) of the SEBI Listing Regulations. The saidPolicy 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 theCompany is as per the terms laid out in theNomination and Remuneration Policy.
13. STATEMENT ON EVALUATION OFPERFORMANCE OF BOARD, ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
During the year, in compliance with the provisionsof the Act and SEBI Listing Regulations, the Boardhas carried out an annual performance evaluationof its own, Committees of the Board, the IndividualDirectors and the Chairman of the Company.
The evaluation was carried out through systemdriven structured questionnaire taking intoconsideration various aspects of the Board'sfunctioning and discharge of fiduciary duties by theBoard, time devoted by the Board to Company'slong term strategic issues, quality and transparencyof Board discussions, timeliness of the informationflow between Board members and management,Board's effectiveness in disseminating informationto shareholders etc. The performance evaluation
of the Independent Directors was carried out bythe entire Board.
The Directors expressed their satisfaction with theevaluation process.
The Independent Directors meet at least once in ayear. During the year under review, one (1) meetingof Independent directors was held on 31st March2025, without the presence of Executive Directorsor Management representatives, whereat theIndependent Directors reviewed the performanceof the Board of Directors as whole, performanceof the Non-Independent Directors (both Non¬executive and Executive) and performance of theChairman of the Company, taking into account theviews of Executive Directors and Non-ExecutiveDirectors and also assess the quality, quantity andtimeliness of the flow of information between theCompany' Management and the Board of Directorsthat is necessary for the Board of Directors toeffectively and reasonably perform its duties.
The Company has received declaration ofIndependence as stipulated under section 149(7)of the Act and Regulation 25(8) of the SEBI ListingRegulations from all the Independent Directorsconfirming that they;
i) meet the criteria of independence asprescribed under Section 149(6) of the Act andunder Regulation 16(1)(b) of the SEBI ListingRegulations;
ii) continue to comply with the Code of Conductlaid down under Schedule IV of the Act;
iii) are registered in the Independent Director'sDatabank maintained by Indian Institute ofCorporate Affairs (IICA); and
iv) has in terms of section 150 of the Act readwith Rule 6(4) of the Companies (Appointmentand Qualification of Directors) Rules 2014,undertaken / exempted from undertakingthe online proficiency self-assessment testconducted by the IICA.
Accordingly, based on the declarations receivedfrom all Independent Directors, the Board hasconfirmed that Independent Directors of yourCompany fulfils the conditions specified in the Actand SEBI Listing regulations and are independentof management.
Your Company issued formal letter of appointmentto the Independent Directors at the time oftheir appointment. The terms and conditions ofthe appointment of Independent Directors are
available on the Company's website at https://www.concordenviro.in/investors.php
All the Directors have confirmed that they are notdisqualified from being appointed as Directorsin terms of Section 164 of the Act, and are notdebarred from holding the office of Director byvirtue of any SEBI order or any other such authority.None of the Directors of the Company are relatedto each other.
Your Company has obtained a certificate from aCompany Secretary in practice confirming thatnone of the Directors on the Board of the Companyhave been debarred or disqualified from beingappointed or continuing as Directors of companiesby Securities Exchange Board of India (“SEBI”)/Ministry of Corporate Affairs (“MCA”) or any suchstatutory authority. The same forms part of thisAnnual Report as "Annexure D".
The Company holds at least four Board Meetingsin a year, one in each quarter and the dates of theBoard Meetings are finalized well in advance afterseeking concurrence of all the Directors. All thedecisions and urgent matters approved by wayof circular resolutions are placed and noted at thesubsequent Board Meeting.
During the period under review, 10 (Ten) meetingsof the Board of Directors were conveyed and held.The details of the meetings of the Board, are givenin the Corporate Governance Report which formspart of this Annual Report and hence, not repeatedhere to avoid duplication in the report.
The intervening gap between the meetings waswithin the period prescribed under the Act andListing Regulations.
In compliance with the provisions of the Act readwith Rules framed thereunder and the SEBI ListingRegulations, your Board has constituted requisiteCommittees namely Audit Committee, Nominationand Remuneration Committee, Stakeholder'sRelationship Committee, Risk ManagementCommittee. The Company had also constitutedIPO Committee, for matters related to Initial PublicOffering of the Company which stands dissolvedwith effect from 8th August 2025.
The composition of all such Committees, numberof Meetings held during the year under review,brief terms of reference etc. are given in details inCorporate Governance Report of your Companywhich forms part of this Annual Report and hence,not repeated here to avoid duplication in the report.
The minutes of the meetings of all Committees arecirculated to the Board for discussion and noting.
During the year, all recommendations of theCommittees were accepted by the Board.
Pursuant to the requirement under Section 134 ofthe Act, your Directors hereby state and confirmthat:
a. In the preparation of the annual accounts forthe year ended 31st March 2025, the applicableaccounting standards had been followed alongwith proper explanation relating to materialdepartures if any;
b. They had selected such accounting policiesand applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair viewof the state of affairs of the Company at 31stMarch 2025 and of the profit of the Companyfor that period;
c. They had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Act, for safeguarding the assets of thecompany and for preventing and detectingfraud and other irregularities;
d. They had prepared the annual accounts on agoing concern basis;
e. They had laid down internal financial controlsto be followed by the Company and that suchinternal financial controls are adequate andare operating effectively; and
f. They had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequateand operating effectively.
Pursuant to the Listing of the Company and interms of Regulation 25(7) of the SEBI ListingRegulations, the details of familiarisation programfor the independent directors are mentionedin Corporate Governance Report which formspart of this report and the said details are alsohosted on the website of the Company at https://www.concordenviro.in/investors.phphttps://concordenviro.in/assets/download/familiarisation-program-for-independent- directors.pdf
Pursuant to Regulation 25(10) of the SEBI ListingRegulations, the Company has taken the Directors
and Officers Liability Insurance (‘D&O Insurance')policy for all the Directors including IndependentDirectors of the Company for indemnifying themagainst any liability in respect of any negligence,default, misfeasance, breach of duty, or breach oftrust for which they maybe guilty in relation to theCompany.
The Nomination and Remuneration Committee ofthe Company oversees matters related to successionplanning of Board and Senior Management of theCompany. The Company understands that soundsuccession planning is essential for sustainedgrowth of the Company. Accordingly, the Companyhas an effective mechanism for successionplanning which focuses on orderly succession ofDirectors, Key Management Personnel and SeniorManagement.
23. MATERIAL CHANGES AND COMMITMENTS,IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:There have been no material changes andcommitments, which affect the financial positionof the company which have occurred betweenthe end of the financial year to which the financialstatements relate and the date of the report.
(a) STATUTORY AUDITORS AND THEIR REPORT
i. M/s. Deloitte Haskins & Sells LLP., CharteredAccountants (ICAI Firm RegistrationNo.117366W/W-100018) (''DHS'') havebeen appointed as the Statutory Auditorsof the Company for period of 5 years fromFY 2024-25 to FY 2029-30. DHS beingthe Statutory Auditors of the Company,have conducted Statutory Audit of theStandalone and Consolidated Financialof the Company for FY 2024-25.
ii. The Audited Standalone and ConsolidatedFinancials of the Company for FY 2024¬25 along with the Auditors report havebeen approved by Audit Committee andBoard of Directors of the Company attheir respective meetings held on 24thMay 2025. The Statutory Auditor's Reportof the Company for FY 2024-25 does notcontain any qualification, reservationsor adverse remarks. The Notes on theFinancial Statement referred to in theAuditors' Report are self-explanatory anddo not call for any further comments.
(b) SECRETARIAL AUDITORS AND THEIRREPORT
Pursuant to Section 204 of the Act and theCompanies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, theCompany has appointed M/s MartinhoFerrao & Associates, Company Secretariesin Practice to undertake the Secretarial Auditof the Company for the FY 2024-25. TheReport of the Secretarial Auditor is enclosedas “Annexure E” of this Board Report. TheSecretarial Audit Report does not contain anyqualifications, reservations or adverse remark.
Further, M/s. Martinho Ferrao & Associates,Company Secretaries in Practice, also actedas Secretarial Auditors for Rochem SeparationSystems (India) Private Limited (“RSSPL”),material unlisted subsidiary of the Companyfor FY 2024-25. The secretarial audit report ofRSSPL is annexed as "Annexure E1"
As per the recommendation of the AuditCommittee, the Board of Directors at theirmeeting held on 8th August 2025 appointedM/s Martinho Ferrao & Associates, CompanySecretaries in Practice, as the SecretarialAuditor of the Company for the term of five (5)years effective from the ensuing Twenty Sixth(26th) Annual General Meeting to be held tillthe conclusion of the Thirty First (31st) AnnualGeneral Meeting to be held in the calendaryear 2030 to undertake the Secretarial Auditof the Company subject to the approval ofshareholders.
The Members consent is sought at the ensuingAnnual General Meeting for appointment ofand payment of remuneration to the SecretarialAuditor.
(c) COST AUDITOR
During the year under review, maintenanceof cost records as specified by the Centralgovernment under sub-section (1) of section148 of the Act is not applicable for the company.
(d) REPORTING OF FRAUDS
Pursuant to the provision of section 143(12) ofthe Act, neither the Statutory Auditors nor theSecretarial Auditor has reported any incidentof fraud during the year under review.
The Directors have devised proper systems toensure compliance with the provisions of allapplicable Secretarial Standards issued by theInstitute of Company Secretaries of India andthat such systems are adequate and operatingeffectively. During the year under review, the
Company has complied with applicable SecretarialStandards.
Your Company has adopted accounting policieswhich are in line with the Accounting Standardsprescribed in the Companies (AccountingStandards) Rules, 2006 that continue to applyunder section 133 and other applicable provisions,if any, of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.
The Internal Financial Controls with reference tofinancial statements as designed and implementedby the Company are adequate. The Company'sinternal financial controls ensure the reliabilityof data and financial information, accuracy &completeness in maintaining accounting recordsand prevention & detection of frauds & errors.During the year under review, no material or seriousobservation has been received from the StatutoryAuditors and the Internal Auditors of the Companyon the inefficiency or inadequacy of such controls.
The Audit Committee of the Board actively reviewsthe adequacy and effectiveness of the internalcontrol system and suggests improvements tostrengthen the same. The Company has robustmanagement information system, which is anintegral part of the control mechanism.
The provisions of Section 125(2) of the Act do notapply as there was no dividend declared and paidduring previous years.
28. PARTICULARS OF CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information required to be disclosed under Section134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules, 2014 in respect ofconservation of energy, technology absorption,foreign exchange earnings and outgo with respectto the Company and its subsidiaries is enclosed as
“Annexure F”.
The details of any loans given, investments made,guarantees given and securities provided, are givenin the Standalone Financial Statements (Pleaserefer to Note Nos. 6 and 13 to the StandaloneFinancial Statements).
All contracts / arrangements / transactions enteredinto by the Company during the year under reviewwith related parties were in the ordinary course of
business and on an arm's length basis. The Companydid not enter into any contract/ arrangement/transaction with related parties which could beconsidered material in accordance with the policyof the Company on materiality of related partytransactions or which is required to be reportedpursuant to the provision of Section 134(3)(h) of theAct. Therefore AOC-2 is not applicable and doesnot form part of this Annual Report
The Related Party Transactions which are in theordinary course of business and on an arm's lengthbasis, of repetitive nature and proposed to beentered into during the financial year are placedbefore the Audit Committee for prior omnibusapproval.
A statement giving details of all related partytransactions, is placed before the Audit Committeefor review on a quarterly basis.
The details of transactions/contracts/arrangementsentered into by the Company with Related Partiesduring the financial year under review are setout in the Note 39 of the Standalone FinancialStatements and Note 56 of the ConsolidatedFinancial Statements, respectively forming part ofthis Annual Report.
During the year under review, the Company hasa Policy in place for dealing with Related PartyTransactions in accordance with the amendmentsto applicable provisions of law/Listing Regulations.
The Company's Policy on dealing with RelatedParty Transactions, as approved by the Board, isavailable on the website of the Company at the link:https://concordenviro.in/assets/download/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf
Pursuant to the provisions of Section 134(3)(a) andsection 92 (3) of the Act read with the Companies(Management and Administration) Rules, 2014, theextract of the Annual Return of the Company ason 31st March 2025 in Form MGT - 7, is availableon the website of the Company at https://www.concordenviro.in/investors.php
The Company has a Vigil Mechanism Policy/Whistle Blower Policy and has established thenecessary vigil mechanism, as envisaged under theprovisions of sub-section (9) of Section 177 of theAct, the Rules framed thereunder and Regulation22 of SEBI Listing Regulations to provide a channelto the directors and employees to report genuineconcerns about unethical behaviour, actual orsuspected fraud or violation of the business ethicsof the Company or the leak of UPSI.
The Policy provides for protecting confidentialityof those reporting violation(s) as well as evidencesubmitted and restricts any discriminatory practicesagainst complainants. The Policy also providesfor adequate safeguards and protection againstvictimization of persons who avail such mechanism.The Policy also facilitates direct access to theChairperson of the Audit Committee. The Policycan be accessed on the Company's website athttps://concordenviro.in/assets/download/policy-on-whistle-blower-and-vigil-mechanism.pdf.
The Company is a global provider of water andwastewater treatment and reuse solutions,including zero liquid discharge (“ZLD”) technologyand is exposed to various risks in the areasit operates. In a fast changing and dynamicbusiness environment, the risk of geo-politicaland economic uncertainties, commodity pricevariation and currency fluctuation, interest ratefluctuation and cyber threats have increasedmanifold. The Company's Risk Management Policyoutlines guidelines in identification, assessment,measurement, monitoring, mitigating andreporting of key business risks associated withthe activities conducted. The risk managementmechanism forms an integral part of the businessplanning and review cycle of the Company. TheCompany has formulated and implemented a RiskManagement Policy, the said Risk Managementpolicy is available on the website of the Companyat https://concordenviro.in/assets/download/risk-management-policy.pdf. The policy is designed toprovide reasonable assurance towards achievementof its goals by integrating management control intodaily operations, ensuring compliance with legaland safeguarding the integrity of the Company'sfinancial reporting and the related disclosures.
The Company has a mechanism in place to informthe Risk Management Committee and the Boardmembers about risk assessment, minimizationprocedures and periodical review thereof. TheRisk Management Committee of the Companyinter alia reviews Risk Management functions of theCompany and ensures appropriate methodology,processes and systems are in place to monitor andevaluate risks associated with the business of theCompany.
The Committee periodically validates, evaluatesand monitors key risks and reviews the measurestaken for risk management and mitigation. Thekey business risks faced by the Company and thevarious mitigation measures taken by the Companyare detailed in the Management Discussion andAnalysis section which forms a part of this AnnualReport.
Disclosure pertaining to remuneration and otherdetails as required under Section 197 (12) of the Actread with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014 is annexed to the Report as “Annexure G”.
The statement containing particulars of top 10employees and particulars of employees asrequired under Section 197(12) of the of the Actread with Rule 5(2) and (3) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of the AnnualReport. In terms of sub-section (1) of Section 136of the Act, the Annual Report is being sent to theMembers and others entitled thereto, excludingthe aforesaid information. The said information isopen for inspection and any Member interestedin obtaining a copy of the same may write to theCompany at cs@concordenviro.in.
Provisions of the Act relating to Corporate SocialResponsibility do not apply to the Company as theCompany does not meet profit, turnover or networth criteria prescribed in this regard.
36. DISCLOSURES UNDER SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company has zero tolerance for sexualharassment at workplace and has adopted a policyfor protection of the rights of Women at Workplace.An Internal Complaints committee has also beenset up to redress complaints received regardingsexual harassment. All employees (permanent,contractual, temporary, trainees) are coveredunder this policy and the Policy is gender neutral.
The Company provides an equal employmentopportunity and is committed for creating a healthyworking environment that enables employees towork without fear of prejudice, gender bias andsexual harassment. The Company also believesthat all employees of the Company have theright to be treated with dignity. The Companyperiodically conducts sessions for employeesacross the organization to build awareness aboutthe Policy and the provisions of Prevention ofSexual Harassment Act.
Further, in terns with the Companies (Accounts)Rules, 2014, please find below details during theyear under review:
a. No. of Sexual Harassment complaints pendingat the beginning of the financial year: Nil
b. No. of Sexual Harassment complaints receivedduring the FY 2024-25: Nil
c. Number of complaints disposed off during thefinancial year: Nil
d. No. of Sexual Harassment complaintsunresolved at the end of the financial year: Nil
e. Number of cases pending more than 90 days:Nil
The Company has complied with the provisions ofMaternity Benefits Act, 1961.
There are no significant / material orders passedby the Regulators / Courts which would impact thegoing concern status of the Company and its futureoperations.
The Company has adopted the Concord EnviroEmployee Stock Option Plan 2022 (the “ESOP2022 Scheme”) for a pool of 20,600 options. Asper the requirements of Ind AS 102, our Companyis required to follow the fair value of option grantedunder ESOP 2022 Scheme on the date of the grantfor the accounting of employee compensationcost and recognizes the charge over the vestingperiod with corresponding credit to equity on astraight line basis, factoring the possible impact ofattrition. The Company has not made any grantsunder the ESOP 2022 Scheme and it is proposedto amend this Scheme subject to shareholdersapproval. A certificate pursuant to Regulation 13of the Securities and Exchange Board of India(Share Based Employee Benefits and SweatEquity) Regulations, 2021 has been obtained fromMartinho Ferrao & Associates, Secretarial Auditorsof the Company, and is annexed to this Report as“Annexure H”.
a) No disclosure or reporting is required inrespect of the following items as there wereno transactions on these items during the yearunder review:
• Buyback of shares.
• Scheme of provision of money for thepurchase of Company's own shares byemployees or by trustees for the benefitof employees
b) The Managing Director and the ExecutiveDirector of the Company received a totalremuneration of ' 56 million for FY 2024¬25 from Rochem Separation Systems (India)Private Limited, wholly owned subsidiary ofthe Company.
c) During year under review no application wasmade or any proceeding pending against thecompany under the Insolvency and BankruptcyCode, 2016 (IBC Code).
d) During the year under review, there has beenno instance of one time settlement with Banksor financial institutions, hence the disclosurerelating to the details of difference betweenamount of the valuation done at the time ofone time settlement and the valuation donewhile taking loan from the banks or financialinstitutions along with the reasons thereof isnot applicable.
e) There has been no material changes andcommitments affecting the financial positionof the Company which have occurred betweenthe end of the financial year of the Company towhich the financial statements relate and thedate of this Report.
Subject to the applicable provisions of the Act andapplicable law, all documents, including the Noticeand Annual Report shall be sent through electronictransmission in respect of members whose emailIDs are registered in their demat account or areotherwise provided by the members. A membershall be entitled to request for physical copy of anysuch documents.
Your directors take this opportunity to thankall the government and regulatory authorities,financial institutions, banks, auditors, JVPartners, Consortium Partners, customers,vendors, suppliers, sub-contractors and all otherstakeholders for their valuable continuous support.
The directors wish to place on record its sincereappreciation for the committed and loyal servicesrendered by the Company's executives, staff andworkers. You directors also would like to particularlythank and place on record their gratitude to allthe members of the Company for their faith in themanagement and continued affiliation with theCompany.
For and on behalf of the Board of Directors ofConcord Enviro Systems Limited
sd/- sd/-
Prayas Goel Prerak Goel
Chairman and Managing Executive DirectorDirector
DIN 00348519 DIN 00348563
Date: 8th August 2025Place: Mumbai