Your Directors are pleased to present the 15^th 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 31^st March, 2025 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, 2025:

Amount (in Lakhs)

II. STATE OF COMPANY'S AFFAIRS AND
FUTURE OUTLOOK

We are delighted to announce that your
Company has achieved highest ever total
revenue of Rs. 7,783.99 Lacs in FY 2024¬
25 compared to Rs. 6660.57 lacs in FY
2023-24 representing a remarkable
increase of approximately 16.87%.

In terms of profitability, it has earned a
Net Profit of Rs.1507.08 Lacs in FY 2024¬
25 compared to Rs. 1304.25 Lacs in FY
2023-24 thereby recording an increase of
15.56%.

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 2024-25 have
been paid to BSE, NSDL and CDSL
respectively.

III. SHARE CAPITAL

As on March 31, 2025, the Authorized
Share Capital of the Company stood at
Rs. 10,00,00,000/- (Rupees Ten Crores)
divided into 1,00,00,000 (One Crore)
Equity Shares of Rs. 10/- each. However,
during FY 2024-25, the paid up and
subscribed Equity Share Capital of the

Company has been increased from Rs.
5,98,20,000/- (Rupees Five Crores Ninety-
Eight Lakhs Twenty Thousand only) divided
into 59,82,000 (Fifty-Nine Lakhs Eighty-Two
Thousand) Equity Shares of Rs. 10/- each to
Rs.6,30,04,720 (Six crore thirty Lakh Four
thousand seven hundred twenty) divided
into 63,00,472 (Sixty-Three Lakh Four
Hundred Seventy-Two) Equity Shares of
Rs.10/- each.

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,
2024, it is placed on the top 2000 listed
companies. As on March 31, 2025, the
market capitalization of your Company
stood at Rs. 705.02 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
31^st March, 2025 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 14, 2025, had
approved the Financial Statements for FY 2024-25 (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:

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 2' 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, 2025
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 2024-25, the Board of Directors of the Company have met 15
(Fifteenth) times i.e. on 05^th day of April, 2024, 02^nd day of May 2024, 05^th day of May
2024, 19^th day of May 2024, 28^th day of May 2024, 03^rd day of June 2024, 22^nd day of July
2024, 05^th day of August 2024, 02^nd day of September 2024, 09^th day of November 2024,
13^th day of November 2024, 14^th day of November 2024, 20^th day of January 2025, 10^th
day of March 2025, 31^st day of March 2025. 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:

X. COMMITTEES OF THE BOARD

There are currently Four Committees of the Board, viz:

1. Audit Committee

*Mr. Sunil Garg was appointed in the committee w.e.f. 14^th November 2024.

2. Nomination & Remuneration Committee

* Mr. Sunil Garg was appointed in the committee w.e.f. 14th November 2024.

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

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 04^th February, 2025,
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
SECIiONi34(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 29^th September, 2022 as Statutory
Auditors of the company for a period of five
years till the conclusion of Annual General
Meeting to be held in year 2027.

The observations, if any, made by the
Statutory Auditors in their Report together
with the notes to accounts, as append thereto
are self-explanatory and hence does 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 2024-25, the
Auditors have not reported any matter under
section 143(12) 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 2024-25.

The Secretarial Audit has been conducted
by M/s Amit Gupta & Associates,
Practicing Company Secretaries and issued
a Secretarial Audit Report in the format
prescribed under Companies

(Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Secretarial Audit report of the
Company for the year ended 31^st March,
2025 in Form no. MR-3 is placed at

Annexure -C. The Secretarial Audit Report
does not contain any qualification,
reservation or adverse remark.

c) Internal Auditors

The Company has appointed Mrs. Avisha
Sinha w.e.f. November 09, 2024 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 2024-25.

d) Cost Audit

The provisions of the Cost Audit were not
applicable to the Company during the year
under report. The Company has duly
maintained cost records in terms of
applicable provisions of law.

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 2024-25, the
investments made and loans granted by the
Company are mentioned under note no. 13,
14, and 19 respectively. Further the Company
has not given any guarantee or security to any
person or body corporate.

XVI. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31^st March, 2025, the Board of your
Company comprises of 6 Directors including 2
Managing Directors designated as Joint
Managing Directors, 2 Non- Executive
Directors of which 1 being a woman director
and 2 Independent Directors and 1 Company
Secretary & Compliance Officer.

Board of Directors & Key Managerial
Personnel (KMP) as on March 31. 2025

The Board of Directors of the Company as on
March 31, 2025 were Executive (Functional)
Directors viz.- Joint Managing Director and
CFO, Mr. Gaurav Lath (DIN: 00581405), Joint
Managing Director, Mr. Nitin Jain (DIN:
03385362), Chairman & Non-Executive
Director, Mr. Govind Prasad Lath,
(DIN:00272007), Non- Executive Woman
Director,

Ms. Mahima Jain (DIN: 09688771),
Independent Director, Mr. Harsh Yadav
(DIN: 09718679), Independent Director,
Mr. Sunil Garg (DIN: 09255627) and
Company Secretary & Compliance Officer,
Ms. Puja Gupta (PAN: ATVPG4665K)

Appointments and cessation of the
Directors and KMP during and after
close of the FY 2024-25

During the Financial Year 2024-25:

1. Mr. Sunil Garg (DIN: 10835726), was
appointed as Independent Director (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
byrotation shall not be applicable to IDs.
However, Mr. Sanjeev Mittal (DIN:
09255627), has resigned as an Independent
Director of the Company from the Board of
Directors w.e.f. 5^th August, 2024;

2. During the year 2024-25, Ms. Puja Gupta
(PAN: ATVPG4665K) was appointed as
Company Secretary & Compliance Officer of
the Company w.e.f 09^th day of November
2024 and Ms. Lavisha Wadwani (PAN:
AMHPL8178K) had ceased to be the
Company Secretary and Compliance Officer
of the Company w.e.f 25^th day of October
2024.

3. During the year 2024-25, Mr. Mayank
Modi (PAN: DVSPM8623P) has resigned
from the post of Chief Financial Officer of
the Company w.e.f. 20^th December, 2024
and Mr. Gaurav Lath, Joint Managing
Director of the Company has been
appointed as Chief Financial Officer of the
Company w.e.f. 10^th March, 2025.

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(1) 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 2024-25.

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(1) of the Act and applicable
rules thereunder of the Independent
Directors on the Board and proposes the
Regularization of Mr. Sunil Garg (DIN:
09720531), 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
provisions of the Companies Act, 2013 read
with Article 145 Sub Article (b) of Articles of
Association of the Company,

Ms. Mahima Jain (DIN: 09688771), 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 herself
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 149f6) 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(1)(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 (IICA).

Under Section 150(1) 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 February 04, 2025, 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, 2025.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 2024-25.

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

Ý Improved quality and productivity.

Ý Conservation of fuel & reduced emissions

c. In case of imported technology: NIL

XIX. RELATED PARTY TRANSACTIONS

During the financial year ended March 31,
2025, 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 Note No. 37 of the
Notes to the Financial Statements for the
year ended March 31, 2025.

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 (ICSI).

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 end of the financial
year and upto the date of this report, the
Board of Directors of the Company has
approved a Scheme of Amalgamation for
the proposed merger of Advanced Control
Systems Private Limited, a wholly owned
subsidiary of the Company, with Concord
Control Systems Limited (Our Company),
subject to the requisite approvals from
shareholders, regulatory authorities, and
the Hon'ble National Company Law
Tribunal (NCLT).

As the merger involves a wholly owned
subsidiary, the amalgamation is in the
nature of an internal restructuring exercise
aimed at achieving operational efficiency
and streamlining of the corporate
structure. This constitutes a material
change which may have an impact on the
financial position of the Company.

Apart from the above, there are no other
material changes and commitments
affecting the financial position of the
Company which 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 workplace
and for prevention and redressal of
complaints of sexual harassment, the
Company has constituted Internal
Complaint Committee to to prohibit &
prevent the social evil of Sexual
Harassment at Workplace in accordance
with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made
thereunder.

Following are the members who forms part
of Internal Complaint Committee:

1. Mahima Jain (Presiding Officer)

2. Pankhuri Lath
3.Simran (External Member)

4.Aprajita 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 aspeedy
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 Act and provide the same to
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 2025:

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. DISCLOSURE UNDER MATERNITY
BENEFITS ACT.1961

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 2024-25, 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

During the year under review there has been
no such significant and material orders
passed by the Regulators/Courts/Tribunals
impacting the going concern status and
company's operations in future.

XXV. INTERNAL FINANCIAL CONTROLS

The Company has maintained 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 has been set out as Annexure -
'D' to this Report, attached hereto.

XXVII. CHANGE IN THE NATURE OF
BUSINESS

The Company is in the business of
manufacturing of electrical and electronic
Products for Indian railways and it is doing
its regular business without any deviation to
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 Bankruptcy Code, 2016.

XXIX. MANAGEMENT DICSUSSION 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 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 2024-25, 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
making a positive impact on society
through our Corporate Social
Responsibility (CSR) initiatives.

Our CSR endeavours primarily focus on
areas such as health, nutrition, education,
economic empowerment of women, and
sustainability.

In FY 2024-25, our company allocated an
amount of Rs. 21 lakh to Gyan Foundation
having its office at Mahanagar Extension,
Lucknow - 226006, towards CSR activities.

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.

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
Chairman & Non-Executive Director

Date: September 07, 2025

DIN:00272007

Place: Lucknow

1

Mr. Sunil Garg has appointed as an additional independent director w.e.f. 14^th
November, 2024.