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Director's Report

Concord Control Systems Ltd
Industry :  Electric Equipment
BSE Code
ISIN Demat
Book Value()
543619
INE0N0J01014
201.3330156
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
59.75
2471.25
EPS(TTM)
Face Value()
Div & Yield %
39.83
10
0
 
As on: Oct 29, 2026 01:30 PM

BOARDS' REPORT 2025-26

Your Directors are pleased to present the 16th Annual Report on the affairs of the Company together with the Audited Financial Statement and the Auditors' Report of your Company for the financial year ended on 31st March, 2026 prepared in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-["Listing Regulations"] as amended from time to time.

I. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company has recorded the following financial performance, for the year ended March 31, 2026:

Amount (in Lakhs)

Particulars

Standalone

Consolidated

For the year Ended March, 2026 For the year ended 31st March, 2025 For the year ended 31st March, 2026 For the year ended 31st March, 2025

Revenue (including Other Income)

21,372.93 12,795.49 21,373.00 12,795.49

Net Profit (Loss) Before Depreciation Interest and Tax

6124.29 3315.47 6425.63 3262.93

Less: Depreciation

250.50 166.02 367.73 166.02

Less: Interest P/Lfrom Associated Enterprises

208.40 252.95 211.72 -105.54 252.95 -52.54

Net Profit (Loss) Before Tax

5,665.39 2,896.50 5846.18 2843.96

Less: Tax Expenses

1477.25 578.47 1535.58 578.47

Profit (Loss) After Tax

4188.14 2318.03 4310.60 2265.49

II. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

We are delighted to announce that your Company has achieved the highest ever total revenue of Rs.21,047.45 Lacs in FY 2025-26 compared to Rs.12,446.10 lacs in FY 2024-25 representing a remarkable increase of approximately 40.86%.

In terms of profitability, it has earned a Net Profit of Rs.4,265.00 Lacs in FY 2025-26 compared to Rs.2265.49 Lacs in FY 2024-25, thereby recording an increase of 46.88%.

Further, your Directors are working hard to analyze prospective products, areas, etc. to lead the Company towards a better and more promising future.

LISTING OF EQUITY SHARES

Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on October 10, 2022. The Company got listing approval from BSE Limited (SME Platform) on October 7, 2022. The trading symbol of the Company is 'CNCRD'. Listing fees and the custodian charges to depositories, for the FY 2025- 26 have been paid to BSE, NSDL and CDSL respectively.

III. SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs.25,00,00,000/- (Rupees Twenty-Five Crores) divided into 2,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs.10/- each.

During the year under review, the Company has made the Following issues leading to increase in the paid up share capital of the Company from Rs.6,30,04,720/- divided into 63,00,472 Equity Shares of Rs.10/- each to Rs.10,38,34,040 divided into 1,03,83,404 Equity Shares of Rs.10/- each.:

S. No.

Date

Type of Issue

No of Shares Face Value (Rs.) Premium (Rs.) Issue price (Rs.) Aggregate Amount (Rs.)

1

27.06.2025

Preferential Issue (other than cash)

24,681 10 1408.08 1418.08 3,49,99,632.50

2

10.10.2025

Bonus Issue

37,95,089 10 - - 3,79,50,890

3

28.01.2026

Preferential Issue (other than cash)

24,662 10 2090 2100 5,17,90,200

4

28.01.2026

Preferential Issue (cash)

2,38,500 10 2090 2100 50,08,50,000

Total

40,82,932

Further, your Company is compliant on the Minimum Public Shareholding (MPS) requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulations) Rules, 1957.

Based on the market price of Concord Control Systems Limited as on December 31, 2025, it is placed on the top 2000 listed companies. As on December 31, 2025, Average market capitalization of your Company stood at Rs.1706.23 crores.

IV. TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to General Reserve.

V. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended on 31st March, 2026 in order to conserve resources for future development.

VI. FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED)

The Board of Directors of the Company has at its meeting held on May 13, 2026, had approved the Financial Statements for FY 2025-26 (standalone and Consolidated).

VII. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ JOINT VENTURES

During the year, the company has the following Subsidiary/Associates Companies as detailed below:

S. No.

Name of the Company

CIN

% of Holding

Category

1.

Concord Lab to Market Innovations Private Limited

U30204UP2023PTC191827

49%

Associate Company

2.

Progota India Private Limited

U72900DL2021PTC388443

46.5%

Associate Company

3.

Fusion Electronics Private Limited

U46521UP1994PTC017082

80%

Subsidiary Company

Performance of Subsidiary, Joint Venture and Associate Companies

Pursuant to the provisions of section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements which forms part of this Annual Report. A separate statement containing salient features of the financial statements of the Company's Subsidiary in prescribed form AOC-1 is annexed as ‘Annexure F' to this report.

VIII. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Regulation 34 of Listing Regulations, every Company shall place a copy of the annual return on the website of the Company for the financial year ended on March 31, 2026 and the same is placed on the website of the company at https:// concordgroup.in/annual-return.php.

IX. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, the Board of Directors of the Company have met 18 (Eighteenth) times i.e. on 14th day of May, 2025, 20th day of May 2025, 13th day of June 2025, 20th day of June 2025, 11th day of August 2025, 07th day of September 2025,19th day of September 2025, 11th day of October 2025,17th day of October 2025, 27th day of October 2025, 29th day of October 2025, 31st day of October 2025, 05th day of November, 2025, 25th day of November 2025,28th day of January 2026,10th day of February 2026,27th day of March 2026,31st day of March 2026. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

The names of the Directors, their attendance at Board Meetings during the year, attendance at the last AGM and the status of attendance of Board Meeting and AGM by each of Director is as follows:

Name of the Director

Total Meetings Held Total Meetings Attended % Attendance Attended AGM (30.09.2025)

Mr. Gaurav Lath

18 18 100% /

Mr. Nitin Jain

18 18 100% y

Mr. Govind Prasad Lath

18 18 100% y

Ms. Mahima Jain

18 18 100% y

Mr. Harsh Yadav*

18 17 100% y

Mr. Sunil Garg

18 18 100% y

*Resignation of Mr. Harsh Yadav w.e.f. 30th March 2026.

X. COMMITTEES OF THE BOARD

There are currently Four Committees of the Board, viz:

1. Audit Committee

Name

Position in the Committee

Designation

Mrs. Anuradha Garg *

Chairman

Independent Director

Ms. Mahima Jain

Member

Non-Executive Director (Non-Independent)

Mr. Sunil Garg

Member

Independent Director

*Mrs. Anuradha Garg was appointed to the committee as the Chairman w.e.f. 31st March 2026 after the Resignation of Mr. Harsh Yadav w.e.f. 30th March 2026.

2. Nomination & Remuneration Committee

Name

Position in the Committee

Designation

Mr. Sunil Garg

Chairman

Independent Director

Ms. Mahima Jain

Member

Non-Executive Director (Non Independent)

Mr. Madan Mohan Bhatia*

Member

Independent Director

* Mr. Madan Mohan Bhatia was appointed in the committee as the member w.e.f. 31st March 2026 after the Resignation of Mr. Harsh Yadav w.e.f. 30th March 2026.

3. Stakeholders Relationship Committee

Name

Position in the Committee

Designation

Mr. Sunil Garg

Chairman

Independent Director

Ms. Mahima Jain

Member

Non-Executive Director (Non Independent)

Mr. Gaurav Lath

Member

Managing Director (Non-Independent)

4. Corporate Social Responsibility Committee

Name

Position in the Committee

Designation

Ms. Mahima Jain

Chairman

Non-Executive Director (Non-Independent)

Mr. Shyam Bohra*

Member

Independent Director

Mr. Gaurav Lath

Member

Managing Director (Non-Independent)

* Mr. Shyam Bohra was appointed in the committee as the Member w.e.f. 31st March 2026 after the Resignation of Mr. Harsh Yadav w.e.f. 30th March 2026

XI. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The formal evaluation mechanism has been adopted for evaluating the performance of the Board as well as Committees and Individual Directors of the Board.

The exercise was carried out through a structured evaluation process covering various aspects such as composition of the Board & Committees, experience and competencies, performance of specific duties and obligations, attendance and contribution at Board meetings / Committee meetings / General meetings, preparedness for meetings, effective decision making ability, knowledge of sector where Company operates, understanding and avoidance of risk while executing functional duties, successful negotiating ability, initiative to maintain corporate culture, commitment, dedication of time, leadership quality, attitude, initiatives and responsibilities undertaken, achievements etc.

In a separate meeting of Independent Directors held on 24th January, 2026, performance of non-independent Directors, performance of Board as a whole and performance of the Chairman were evaluated taking into account the views of executive and non-executive Directors. The said meeting was attended by all the Independent Directors.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

XII. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of directors required by the directors for the effective functioning of the Board. The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy.

XIII. AUDITORS AND THEIR REPORTS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company had appointed M/s Seth & Associates, Chartered Accountants, FRN: 001167C on 29th September, 2022 as Statutory Auditors of the Company for a period of five years till the conclusion of the Annual General Meeting to be held in the year 2027.

The observations, if any, made by the Statutory Auditors in their Report together with the notes to accounts, as appended thereto, are self-explanatory and hence do not call for any further explanation. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Seth & Associates, Statutory Auditors, in their report.

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(l2) of the Companies Act, 2013, therefore, no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

b) Secretarial Auditors

The Company has appointed M/s Amit Gupta & Associates, Company Secretaries as Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2025-26. The Secretarial Audit has been conducted by M/s Amit Gupta & Associates, Practicing Company Secretaries and a Secretarial Audit Report has been issued in the format prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report of the Company for the year ended 31st March, 2026 in Form No. MR-3 is placed at Annexure -D. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditors

The Company has appointed Ms. Anu Agarwal w.e.f. March,31 2026 as the Internal Auditors of the Company under the provisions of section 138 of the Act, for conducting the internal audit of the Company for the financial year 2025-26. During the year, Ms. Avisha Sinha Resigned from the post of internal auditor.

d) Cost Audit

The provisions of the Cost Audit are applicable to the Company for the F Y 2026-27. The Company has appointed Mr. Aman Malviya, Cost Accountant, for the Audit Purpose.

XIV. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Board's report in this regard.

XV. PARTICULARS OF INTER-CORPORATE LOANS & INVESTMENTS

During the financial year 2025-26, the investments made and loans granted by the Company are mentioned in the Financial Statement. Further the Company has not given any guarantee or security to any person or body corporate.

XVI. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, the Board of your Company comprises of 8 Directors including 2 Managing Directors designated as Managing Directors, 2 Non- Executive Directors of which 1 being a woman director and 4 Independent Directors of which 1 being a Women Independent Director and 1 Company Secretary & Compliance Officer.

Board of Directors & Key Managerial Personnel (KMP) as on March 31,2026

The Board of Directors of the Company as on March 31, 2026 were:

S. No.

Name and DIN

Designation

1

Mr. Nitin Jain (DIN: 03385362)

Managing Director

2

Mr. Gaurav Lath (DIN: 00581405)

Managing Director and CFO

3

Mr. Govind Prasad Lath, (DIN:00272007)

Chairman & Non-Executive Director

4

Ms. Mahima Jain (DIN: 09688771)

Non- Executive Woman Director

5

Mr. Sunil Garg (DIN: 10835726)

Independent Director

6

Mrs. Anuradha Garg (DIN: 10640310)

Independent Director

7

Mr. Madan Mohan Bhatia, (DIN: 11610729)

Independent Director

8

Mr. Shyam Bohra (DIN: 11636260)

Independent Director

9

Ms. Puja Gupta (PAN: ATVPG4665K)

Company Secretary & Compliance Officer

Appointments and cessation of the Directors and KMP during and after close of the FY 2025-26

During the Financial Year 2025-26:

1. Mr. Madan Mohan Bhatia (DIN: 11610729), Mr. Shyam Bohra (DIN:11636260), and Mrs. Anuradha Garg (DIN:10640310) were appointed as an Independent Directors (id) on the Board of the Company. In terms of section 149 of the Companies Act, 2013, the provisions of section 152(6) and (7) in respect of retirement of directors by rotation shall not be applicable to IDs. Flowever, Mr. Flarsh Yadav (DIN: 09718679), has resigned as an Independent Director of the Company from the Board of Directors w.e.f. 30th March, 2026;

On the basis of representations received from the Directors, none of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act,2013. The Directors have also made necessary disclosures as required under provisions of section 184(l) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Company's Code of Conduct policy for the financial year 2025-26.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of the Independent Directors of the Company and the Board is satisfied about the integrity, expertise, and experience including proficiency in terms of Section 150(l) of the Act and applicable rules thereunder of the Independent Directors on the Board and proposes the Regularization of Mr. Sunil Garg (DIN: 10835726), Non- Executive Independent Director of the Company at the ensuing Annual General Meeting of the Company.

Retirement of Directors by Rotation

In terms of Section 152 of the Companies Act, 2013, the provisions in respect of retirement of Directors by rotation will not be applicable to the Independent Directors. In view of this, all directors (other than the Independent Directors) are considered for retirement by rotation. Accordingly, as per the provisions of the Companies Act, 2013 read with Article 145 Sub Article (b) of Articles of Association of the Company, Mr. Govind Prasad Lath (DIN: 00272007), Non-Executive Director of the Company is liable for retirement by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for re-appointment.

The details of such Director seeking re-appointment /appointment at the ensuing AGM are contained in the Notice convening ensuing AGM of the Company.

Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013

The Company has received necessary declarations from all the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(l)(b) and 25(8) of the LODR Regulations, and there has been no change in the circumstances which may affect their status as Independent Directors. The declarations have been noted by the Board of Directors.

The Ministry of Corporate Affairs (MCA) has issued notifications in October 2019, relating to the creation and maintenance of the data bank for independent directors by Indian Institute of Corporate Affairs at Manesar, Haryana (lICA). Under Section 150(l) of the Companies Act, 2013, IICA conducts Online Proficiency Self-Assessment for Independent Directors. Accordingly, all the Independent Directors of the Company are registered with data bank of IICA.

Separate Meeting of Independent Directors

In compliance with the provisions of Regulation 25(3) of LODR Regulations, Schedule IV of the Companies Act, 2013, one separate meeting of Independent Directors was held on January 24th, 2026, without the presence of other Board Members

XVII. DEPOSITS

The Company did not accept any deposits from the public during the financial year. Further, there were no unclaimed or unpaid deposits as on March 31, 2026.The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year 2025-26.

XVIII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is conscious of the limited nature of conventional sources and the importance of using energy resources wisely. The Company has been consistently laying emphasis on utilizing energy efficient equipment in its office premises and in various projects so as to minimally effect on the ecology and environment. Towards conservation of energy, it has taken following steps during previous years:

I. CONSERVATION OF ENERGY

a. The step taken or impact on conservation of energy.

It has installed LED Lights for energy conservation which reduces energy consumption by upto 50% in various projects

b. Impact of above measures:

The above measures have resulted in environment protection and more efficient utilization of power & reduction in energy consumption has considerably reduced the expenses and cost of production of goods.

c. The steps taken by the company for utilizing alternate source of the energy: NA

II. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption

Efforts are being made towards improvements

b. The benefits derived like product improvement, cost reduction, product development or import substitution.

• Improved quality and productivity.

• Conservation of fuel & reduced emissions

c. In case of imported technology: NIL

XIX. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2026, all transactions with the Related Parties as defined under section 188 of the Companies Act, 2013 read with Rules framed there-under and Regulation 23 of the Listing Regulations were in the 'ordinary course of business' and 'at arm's length' basis.

During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members All Related Party Transactions of your Company had prior approval of the Board of Directors, as required under the Companies Act, 2013. Subsequently, the Board has reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Necessary disclosures required under the AS 18 have been made in the Financial Statements for the year ended March 31, 2026.

XX. SECRETARIAL STANDARDS

During the financial year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (iCSl).

XXI. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Subsequent to the close of the financial year and up to the date of this Report, the Hon'ble National Company Law Tribunal (NCLT) has approved the Scheme of Amalgamation for the merger of Advanced Rail Controls Limited, a wholly owned subsidiary of the Company, with and into Concord Control Systems Limited dated 15th April, 2026. The amalgamation is expected to result in operational efficiencies, streamlined management, and optimization of resources within the Company.

Except as stated above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

XXII. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to provide protection against sexual harassment of women at the workplace and for prevention and redressal of complaints of sexual harassment, the Company has constituted an Internal Complaint Committee to prohibit & prevent the social evil of Sexual Harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The following are the members who form part of the Internal Complaint Committee:

1. Mahima Jain (Presiding Officer)

2. Pankhuri Lath

3. Simran (External Member)

4. Aparajita Bansal (External Member)

The objective of the Committee is to provide women a workplace free from harassment, to ensure that every woman is treated with dignity and respect and to provide a speedy redressal mechanism to women who have been subjected to sexual harassment.

For the said purposes, your Company has an Internal Complaints Committee (ICC) in place at its Office which is responsible to:-

• Investigate every formal written complaint of sexual harassment.

• Meet at regular intervals.

• Prepare an Annual Report containing the details of complaints of sexual harassment pursuant to the provisions of the Act and provide the same to the employer.

• Take appropriate remedial measures to respond to any substantial allegations of sexual harassment.

The following is the summary of Sexual Harassment Complaints received and disposed off during the Calendar Year 2026:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA

XXIII. THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, which safeguards the employment and welfare of women during maternity. Although no woman employee was eligible to avail maternity benefits during the year under review 2025-26, the Company remains fully committed to complying with all applicable provisions of the Act.

XXIV. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Subsequent to the close of the financial year and up to the date of this Report, the Hon'ble National Company Law Tribunal (NCLT) has approved the Scheme of Amalgamation for the merger of Advanced Rail Controls Limited, a wholly owned subsidiary of the Company, with and into Concord Control Systems Limited dated 15th April, 2026. The amalgamation is expected to result in operational efficiencies, streamlined management, and optimization of resources within the Company.

Except as stated above, no other material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

XXV. INTERNAL FINANCIAL CONTROLS

The Company has maintained an adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations.

XXVI. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been set out as Annexure - 'C' to this Report, attached hereto.

XXVII. CHANGE IN THE NATURE OF BUSINESS

The Company is in the business of manufacturing electrical and electronic Products for Indian Railways, and it is doing its regular business without any deviation from other objects.

XXVIII. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

XXIX. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis (MDA) Report, as mandated by Regulation 34 read with Schedule-V to the LODR Regulations and DPE Guidelines, has been included as an annexure A to this report. It is hereby incorporated by reference and serves as an integral component of this report. The MDA Report provides a comprehensive review of various aspects including the global and Indian economy, industry analysis, future outlook, Company overview, legal status and autonomy, business divisions/ units, financial and operational performance, projects executed during FY 2025-26, upcoming projects, strengths, scope and opportunities, key concerns, business strategies, risk management, adequacy of internal control systems, and significant developments in human resources.

XXX. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Our commitment extends beyond building a profitable business; we are dedicated to creating a positive impact on society through our Corporate Social Responsibility (CSR) initiatives. The Company's CSR activities are focused on areas such as healthcare, nutrition, education, women empowerment, and sustainable development.

During the Financial Year 2025-26, the Company spent a total amount of 540,00,000 towards CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013. The CSR expenditure was incurred as under:

S. No. Name of Implementing Agency

Amount (Rs.)

1 Samarpan Sewa Samiti, Mahanagar Extension, Lucknow - 226006

15,50,000

2 Samta Girls Education Society

20,00,000

3 Samarpan Sewa Samiti (through Advanced Rail Controls Private Limited, amalgamated with the Company pursuant to the Scheme of Amalgamation approved by the Hon'ble National Company Law Tribunal)

4,50,000

Total

40,00,000

The expenditure incurred through Advanced Rail Controls Private Limited has been considered as CSR expenditure of the Company consequent to the amalgamation of Advanced Rail Controls Private Limited, a wholly-owned subsidiary, with and into Concord Control Systems Limited pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble National Company Law Tribunal.

The CSR Policy, which provides comprehensive guidelines for conducting CSR activities, is available on our Company's website: www.concordgroup.in Furthermore, the Annual Report on CSR & Sustainability activities, in compliance with Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is appended to this report, forming an integral part of it.

XXXI. RISK MANAGEMENT

Every business is subject to risks, uncertainties that could cause actual results to differ materially from those contemplated. The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the management Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

XXXII. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The Policy can be accessed on the website of the Company at https://concordgroup.in/ policies.php.

XXXIII. CORPORATE GOVERNANCE

As the Company is listed on BSE SME platform, the Company is exempt from applicability of certain regulations pertaining to 'Corporate Governance' under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, The Company places great emphasis on adhering to corporate governance guidelines and best practices, recognizing their significance in enhancing long-term shareholder value and upholding minority rights. It considers it a fundamental obligation to provide timely and accurate information regarding the Company's operations, performance, leadership, and governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Annexure B.

XXXIV. DETAILS ON ONE TIME SETTLEMENT

There is nothing to report under this for the year under review.

XXXV. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, as amended, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 the end of the financial year and of the profit of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XXXVI. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation and gratitude to the Indian Railways, Government of India, the stakeholders, and bankers and to all the State Governments, Local Bodies, Employees, Customers, Suppliers, Government Agencies, Financial Institutions, Bankers, Shareholders, and Regulatory authorities for their continued cooperation and invaluable support and confidence in the Company during the period under review and look forward to their continued co-operation in the years to come.

Your Directors express their deep appreciation for the hard work and dedicated efforts put in by the employees at all levels and look forward to their continued contribution in achieving the mission and objective of the Company.

For & on behalf of the Board

Concord Control Systems Limited

Sd /-

Govind Prasad Lath

Date: September 07,2026

Chairman & Non-Executive Director

Place: Lucknow

DIN: 00272007

   

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