2. State Of Company's Affairs And Future Outlook

We are delighted to announce that your Company has achieved highest ever total income of Rs. 6660.57 in FY 2023-24 compared to Rs. 4960.64 lakhs in FY 2022-23 representing a remarkable increase of approximately 34.26% In terms of profitability, it has earned a Net Profit of Rs.1304.25 in FY 2023-24 compared to Rs.544.62 in FY 2022-23 thereby recording an increase of 139.48%. 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 202324 have been paid to BSE, NSDL and CDSL respectively. Peferential Allotment / Private Placement During the year under review, your Company has successfully completed the Preferential Allotment / Private Placement of 2.70.000 (Two Lakh Seventy Thousand) equity shares of face value of Rs.10/- (Rupees Ten only) each, at a price of Rs. 450/- per equity share (including a premium of Rs. 440/- per equity share) ("issue price") aggregating Rs. 1215.00 lakhs ("the issue").

Dematerialization Of Shares

All the Shares of your Company are in Dematerialization mode as on 31st March, 2024. The ISIN of the Equity Shares of your Company is INE0N0J01014.

Share Capital

As on March 31, 2024, 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 2023-24, the paid up and subscribed Equity Share Capital of the Company has been increased from Rs.5,71,20,000/- (Rupees Five Crores Seventy-One Lakh Twenty Thousand only) divided into 57,12,000 (Fifty-Seven Lakhs Twelve Thousand) Equity Shares of Rs. 10/- each to 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. 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 March 31, 2024, it is placed on the top 2000 listed companies. As on March 31, 2024, the market

Transfer To Reserves

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

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended on 31st March, 2024 in order to conserve resources for future development.

Financial Statements (standalone And Consolidated)

The Board of Directors of the Company has, at its meeting held on May 28, 2024, had approved the Financial Statements for FY 2023-24 (Standalone and Consolidated).

Information About Subsidiaries/ Associate Company/ Joint Ventures

During the year, Drivetrain Solutions Pvt Ltd and Rangetech Systems India Pvt Ltd has ceased to be the Subsidiary Companies of the Company. Further, as on the year closing date the company has acquired 2 Companies as detailed below

Performance of Subsidiary, Joint Venture and Associate Companies

Extract Of Annual Return

Number of Meetings of The Board

I. COMMITTEES OF THE BOARD

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 its 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 6 th February 2024, 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)

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 Auditor's 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 2023-24, 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 2023-24. 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 31st March, 2024 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 M/s. Musheer & Associates, Chartered Accountants, Lucknow (FRN: 021183C) 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 2023-24.

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 2023-24, the investments made and loans granted by the Company are mentioned under note no. 13, 14, 16 and 20 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 31st March, 2024, the Board of your Company comprises of 6 Directors including 2 Whole-time Directors designated as Joint Managing Directors, 2 Non- Executive Directors of which 1 being a woman director and 2 Independent Directors.

Board of Directors & Key Managerial Personnel (KMP) as on March 31, 2024 The Board of Directors of the Company as on March 31, 2024 were Executive (Functional) Directors viz.- Joint Managing Director, 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. Sanjeev Mital (DIN:09255627).

Appointments and cessation of the Directors and KMP during and after close of the FY 2023-24 During the Financial Year 2023-24:

1. Mr. Harsh Sachdev (DIN:09720531), was reappointed 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 by rotation shall not be applicable to IDs. However, he resigned as an Independent Director of the Company from the Board of Directors at its Meeting w.e.f. 6th February, 2024;

2. During the year 2023-24, Mr. Harsh Yadav (DIN: 09718679), was re-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 by rotation shall not be applicable to Ids;

3. Mr. Sanjeev Mittal (DIN: 09255627), was reappointed 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 by rotation shall not be applicable to IDs. However, he resigned as an Independent Director of the Company from the Board of Directors at its Meeting w.e.f. 5th August, 2024; 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 2023-24.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 their re-appointment at the ensuing Annual General Meeting.

Retirement of Directors by Rotation

The details of such Director seeking reappointment /appointment at the ensuing AGM are containedin 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(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 06, 2024 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, 2024.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 2023-24.

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 revious 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

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

III. Foreign Exchange Earning & Outgo

XIX. Related Party Transactions

During the financial year ended March 31, 2024, 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

XX. Secretarial Standards the interest of the Company. Necessary disclosures required under the AS 18 have been made in Note No. 39 of the Notes to the Financial Statements for the year ended March 31, 2024 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.

There are no material changes and commitments affecting the financial position of the Company, during and after the close of the financial year of the Company upto 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 l harassment, the Company has in place a system 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. The objective 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 Act and provide the same to employer.

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

During the financial year 2023-24, no complaints were received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

XXIII. 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.

XXIV. 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.

XXV. 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 - 'E' to this Report, attached hereto.

XXVI. 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.

XXVII. 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.

XXVIII. 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.

This includes wide range of areas, health, education, employment and skill development, environmental sustainability, clean water and sanitation, sports, culture and heritage. 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.

XXX. Risk Management

XXXII. 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 longterm 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.

XXXIII. Details On One Time Settlement

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

XXXIV. Awards & Accolades

Through the receipt of top 5 SME Companies. During FY 2023-24, our company achieved remarkable success and garnered recognition

XXXV. Directors' Responsibility Statement

In terms of the provisions of section 134(3)? 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 cooperation 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.