Concord Enviro Systems Limited — Proxy Solicitation & Information Statement 2026

Mar 24, 2026

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Concord Enviro Systems Limited 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India T +91 22 6704 9000 F +91 22 6704 9010 E cs@concordenviro.in W www.concordenviro.in CIN L45209MH1999PLC120599

Date: 24[th] March 2026

To,

National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Bandra Kurla Phiroze Jeejeebhoy Towers Dalal Street, Complex Bandra (E), Mumbai – 400 051 Mumbai – 400 001 Symbol: CEWATER Scrip Code: 544315

Dear Sir/Madam,

Sub: Notice of the Extra-Ordinary General Meeting (‘EGM’) of Concord Enviro Systems Limited (“Company”) being convened pursuant to the Order of the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench, dated March 11, 2026, in the matter of Scheme of Arrangement between Concord Enviro Systems Limited and its Shareholders (“the Scheme”).

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 enclosed herewith is the Notice dated March 24, 2026 for convening the EGM of the Equity Shareholders of Concord Enviro Systems Limited as directed by the Mumbai Bench9/ of the NCLT scheduled to be held on Tuesday, April 28, 2026 at 10:00 A.M. (IST) through Video Conferencing ( “VC” ) /Other Audio-Visual Means ( “OAVM” ), to consider, and if thought fit, to approve, with or without modification(s), the Scheme of Arrangement between Concord Enviro Systems Limited and its shareholders (“ the Scheme ”).

Further, we hereby confirm that the Notice of this NCLT convened meeting, together with the Explanatory Statements and Annexures ( “Notice and Annexures” ), will be send through electronic mode to the Members of the company whose names appear in the register of members as on Friday, March 20, 2026 and whose e-mail addresses are registered with the Company/ Depository/ Depository Participant/ Registrar and Transfer Agent (‘ RTA’ ) as on the said date. Members who have not registered their e-mail address with the Company/Depository/Depository Participant/RTA , are requested to download the Notice and Annexures from the website of the company from the link www.concordenviro.in.

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We hereby confirm that the dispatch of the Notice and Annexures of the EGM to the members of the Company through electronic mode is being commenced and completed on Tuesday, March 24, 2026.

Further, in compliance with the provisions of the Orders passed by NCLT and Section 108 and other applicable provisions of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars, Secretarial Standard-2, and in accordance with the circulars/notifications issued by the Ministry of Corporate Affairs (MCA) for holding general meetings through VC/OAVM, the company is providing the e-voting facility to its members, who hold shares as on Tuesday, 21 April, 2026 (End of Day), being the cut-off date fixed for determining the members who would be entitled to exercise their right to vote through e-voting process, on the items of business specified in the Notice of the EGM.

The Company has engaged National Securities Depository Limited (“NSDL”) for providing the facility to the members for joining the EGM electronically as well as for facilitating the e-voting.

Commencement of remote e-voting period	Saturday, 25 April, 2026 at 9:00 A.M. (IST)
End of remote e-voting period	Monday, 27 April, 2026 at 5:00 P.M. (IST)

We further inform that NCLT has appointed Mr. Martinho Ferrao, of Martinho Ferrao & Associate, Practicing Company Secretary, having Membership No. F6221 as the Scrutinizer for the above EGM.

A copy of the aforesaid Notice and Annexures are enclosed herewith and this intimation shall be available on the website of the company at www.concordenviro.in.

We request you to take note of the above.

Thanking You,

Yours faithfully

For Concord Enviro Systems Limited

PRERA Digitally signed by PRERAK GOEL Date: 2026.03.24 K GOEL 15:13:37 +05'30'

Prerak Goel Director DIN: 00348563

Enclosed: As above

Concord Enviro Systems Limited

(CIN: L45209MH1999PLC120599)

Registered Office: 101, HDIL Towers, Anant Kanekar Marg, Bandra (E),

Mumbai – 400 051, Maharashtra, India.

Tel No : +91 22 6704 9000 Email: cs@concordenviro.in Website: www.concordenviro.in

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF CONCORD ENVIRO SYSTEMS LIMITED AS PER THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (‘NCLT’ OR ‘TRIBUNAL’)

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Day Tuesday
Date 28 [th] April, 2026
Time 10:00 A.M. (IST)
Mode of Meeting As per the directions of the Hon’ble National Company Law Tribunal, Mumbai
Bench, the meeting shall be conducted through Video Conferencing (“ VC ”) or
Other Audio-Visual Means (“ OAVM ”). The deemed venue shall be the
Registered Office of the Company situated at 101, HDIL Towers, Anant
Kanekar Marg, Bandra (E), Mumbai – 400 051, Maharashtra, India.
Cut-off date for Friday, 20 [th] March, 2026
determining eligibility of
shareholders for sending
Notice
Cut-off date for Tuesday, 21 [st] April, 2026
ascertaining entitlement of
shareholders for e voting
REMOTE E-VOTING PERIOD
Start Date on and Time Saturday, 25 [th] April, 2026 09:00 A.M. (IST)
End Date and Time Monday, 27 [th] April, 2026 05:00 P.M. (IST)
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Volume 1 – Notice and Explanatory Statement

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S. No. Contents Pages
1. Notice convening meeting of the equity shareholders of Concord Enviro Systems 1-3
Limited under Section 230 read with Section 52 and Section 66 and other applicable
provisions of the Companies Act, 2013 (‘ Act’ ) and Rule 6 of the Companies
(Compromise, Arrangement and Amalgamations) Rules, 2016 (‘ CAA Rules ’)
pursuant to Order dated 11 [th] March 2026 of the NCLT (the ‘ Notice ’)
2. Explanatory Statement under Section(s) 102 and 230 and other applicable 4-28
provisions of the Act read with Rule 6 of CAA Rules, 2016
Annexures
3. Annexure A 29-47
Scheme of Arrangement between Concord Enviro Systems Limited and its
shareholders (“ Scheme ”)
4. Annexure B1 and B2 48-103
Audited Financial Statements of Concord Enviro Systems Limited as on March 31 [st] ,
2025 and Unaudited Financial Results of Concord Enviro Systems Limited as on
31 [st] December 2025
5. Annexure C 104-114
Copy of Order dated 11 [th] March 2026 passed by the NCLT (hereinafter referred to
as ‘ NCLT Order ’)
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6.	Annexure D Copyof the Audit Committee Report of the Applicant Company	115-118
7.	Annexure E Copy of the Board Resolution of the Applicant Company approving the Scheme of Arrangement	119-123
8.	Annexure F Certificate issued by the Statutory Auditors of the Applicant Company to the effect that the accounting treatment proposed in the Scheme is in conformity with the AccountingStandardsprescribed under Section 133 of the Act	124-126

This document along with Notice and Explanatory Statement of the meeting, issued pursuant to Section 230 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules (page nos. 1 to 28) and Annexure A to Annexure F (page nos. 29 to 126) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH CA(CAA)/260/(MB)/2025

IN THE MATTER OF SECTION 230 READ WITH SECTION 52 AND SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN CONCORD ENVIRO SYSTEMS LIMITED AND ITS SHAREHOLDERS

Concord Enviro Systems Limited, a Public Limited Listed Company incorporated under the provisions of Companies Act, 1956 having its registered office at 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India. CIN: L45209MH1999PLC120599 }

… Applicant Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF CONCORD ENVIRO SYSTEMS LIMITED

To, The Equity Shareholders of Concord Enviro Systems Limited

1. NOTICE is hereby given that, in accordance with the Order dated 11[th] March 2026 (the ‘ NCLT Order ’) in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench, a meeting of the Equity Shareholders of the Applicant Company, will be held “through video conferencing (“ VC” ) or Other Audio-Visual Means (“ OAVM ”)” for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Concord Enviro Systems Limited and its shareholders (‘Scheme’ or ‘the Scheme’) under Section 230 read with Section 52 and Section 66 and other applicable provisions of the Companies Act, 2013 (‘ Act ’) on Tuesday, 28[th] April, 2026 at 10:00 A.M. (IST).

2. Pursuant to the said Order and as directed therein, the Meeting of the Equity Shareholders of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,s 2015 (“ SEBI Listing Regulations ”) read with circulars issued by Securities and Exchange Board of India and following the operating procedures (with requisite modifications as may be required) referred to in General Circular Nos. (i) 20/2020 dated 5[th] May 2020 (AGM Circular), (ii)14/2020 dated 8[th] April 2020 (EGM Circular – I) and (iii) 17/2020 dated 13[th] April 2020 (EGM Circular -II) and subsequent circulars issued in this regard, the MCA latest Circular dated 22[nd] September, 2025 regarding holding of AGM and EGM through VC and OAVM issued by the Ministry of Corporate Affairs (“ MCA ”), Government of India (collectively referred to as “ MCA Circulars ”), and in compliance with Secretarial Standard on General Meetings, the Equity

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Shareholders of the Applicant Company are requested to attend, to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230 read with Section 52 and Section 66 and other applicable provisions of the Act, as amended:

“ RESOLVED THAT pursuant to the provisions of Section 230 read with Section 52 and Section 66 and other applicable provisions, if any, of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re‐enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), any other Circulars/ Guidelines issued by SEBI applicable to scheme of arrangement from time to time, and all other provisions of applicable laws, or any amendments thereto or modifications thereof, and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Concord Enviro Systems Limited and its shareholders (“ Scheme ”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason, whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal, while sanctioning the arrangement embodied in the Scheme or by any authorities under the law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts, as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

1. TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes(a) through e‐voting system available at the Meeting, to be held virtually ( “e‐Voting at the Meeting” ); or (b) by remote electronic voting ( “remote e‐ Voting” ), during the period, as stated below:

	REMOTE E-VOTING PERIOD
Commencement of voting	Saturday,25thApril,2026 09:00 A.M.(IST)
End of voting	Monday,27thApril,2026 05:00 P.M.(IST)

1. TAKE FURTHER NOTICE that the facility of appointment of proxies by the Equity Shareholders will not be available for the meeting as the meeting is being held through VC / OAVM. However, a body corporate/ institutional shareholder which is an Equity Shareholder of the Applicant Company may attend and vote at the said meeting either in person or through authorised representative provided that the copy of authorisation / power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorising such representative to attend and vote at the Meeting through VC / OAVM on its behalf along with the attested specimen signature of the duly authorised signatory(ies) who are authorized to vote, is emailed to the Scrutinizer at mferraocs@gmail.com with a copy marked to cs@concordenviro.in, or deposited at the registered office of the Applicant Company at 101, HDIL Towers,

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Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India in the State of Maharashtra, not later than 48 (Forty-eight) hours before the time fixed for the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Please note that attending the meeting and voting at the meeting by proxy, is not permissible in case of meeting by VC / OAVM.

1. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut‐off date, i.e., Tuesday, 21[st] April, 2026 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the cut‐off date, should treat the Notice for information purpose only.

2. In compliance with the provisions of Section 230 of the Act read with the rules framed there under and other applicable provisions, voting by the Equity Shareholders of the Applicant Company to the Scheme shall be carried out through remote e-voting and e-voting at the time of the meeting as arranged by the Applicant Company through National Securities Depository Limited (NSDL) for the meeting to be held on Tuesday, 28[th] April, 2026. The Equity Shareholders may refer to the ‘Notes’ to this Notice for detailed instructions on remote e-voting, attending the Meeting through VC / OAVM and e-voting during the Meeting.

3. A copy of the said Scheme, statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are appended. A copy of this Notice and the accompanying documents are also placed on the website of the Company at www.concordenviro.in and can be accessed at the website of NSDL https://www.evoting.nsdl.com, being the agency appointed by the Company to provide the e‐voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and National Stock Exchange of India Limited (“NSE”) viz. https://www.nseindia.com/.

4. The Tribunal has appointed V. Nallasenapathy, to be the Chairperson for the Meeting and Mr. Martinho Ferrao, of Martinho Ferrao & Associates to be the Scrutinizer.

5. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Date: 24[th] March, 2026 Sd/Place: Mumbai Chairperson Appointed by the Tribunal for the Meeting

CONCORD ENVIRO SYSTEMS LIMITED

CIN: L45209MH1999PLC120599 Registered Office: 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India. Website: www.concordenviro.in E-mail: cs@concordenviro.in Tel.: +91 22 6704 9000

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH FORM NO. CAA. 2

[PURSUANT TO SECTION 230 (3) AND RULE 6 AND 7)] CA(CAA)/260/(MB)/2025

IN THE MATTER OF SECTION 230 READ WITH SECTION 52 AND SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN

CONCORD ENVIRO SYSTEMS LIMITED AND ITS SHAREHOLDERS

Concord Enviro Systems Limited, a Public Limited Listed Company incorporated under the provisions of Companies Act, 1956 having its registered office at 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India. CIN: L45209MH1999PLC120599 }

… Applicant Company

STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH SECTION 230(2) OF THE COMPANIES ACT 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LISTING REGULATIONS”) TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF CONCORD ENVIRO SYSTEMS LIMITED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

1. Pursuant to the Order dated 11[th] March 2026, passed by Hon’ble National Company Law Tribunal, Mumbai Bench in the Company Application CA(CAA)/260/(MB)/2025, a meeting of the Equity Shareholders of the Applicant Company is scheduled to be held on Tuesday, 28[th] April, 2026 at 10:00 A.M. (IST) to obtain their approval to the Scheme of Arrangement between Concord Enviro Systems Limited and its shareholders.

2. The Hon’ble National Company Law Tribunal, Mumbai Bench, by an Order dated 11[th] March 2026 was pleased to issue directions for convening of the meeting of the Equity Shareholders of the Applicant Company through “Video Conferencing (“VC”) or “Other Audio-Visual Means” (“OAVM”)” on Tuesday, 28[th] April, 2026 at 10:00 A.M. (IST) to be presided over by Mr. V. Nallasenapathy as the Chairperson of the Meeting. The said Order will be available for inspection at the Registered Office of the Applicant Company at 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, Maharashtra, India, on any working day of the Company, up to the date of meeting, after receipt from the Tribunal.

3. In addition to the meeting of the Equity Shareholders of the Applicant Company convened on the directions of the Hon’ble National Company Law Tribunal, to seek the approval of the said Shareholders pursuant to Section 230 read with Section 52 and Section 66 of the Companies Act, 2013 further read with other relevant provisions of the Companies Act, 2013, approval of the Equity Shareholders of the Applicant Company is also sought by way of remote e-voting, as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

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1. The Board of Directors of the Applicant Company in their meeting held on 8[th] August 2025 has approved the Scheme of Arrangement. A copy of the Scheme, setting out the terms and conditions of the arrangement, as approved by the Board of Directors of Concord Enviro Systems Limited is enclosed herewith as Annexure A . The proposed scheme is envisaged to be effective from the Appointed Date but shall be made operative from the Effective Date (as defined in the Scheme).

2. Particulars of the Companies

5.1. Concord Enviro Systems Limited (“Applicant Company” or “Company”)

• 5.1.1.Concord Enviro Systems Limited is a listed public company incorporated under the provisions of the Companies Act, 1956 under the Corporate Identification Number L45209MH1999PLCl20599. The Company was incorporated on July 1, 1999, as a Private Limited Company under the name and style of Concord Enviro Systems Private Limited. Subsequently, the name of the Company was changed to Concord Enviro Systems Limited, upon conversion into a public company and fresh certificate of incorporation was issued by the Registrar of Companies ('RoC'), Mumbai on 9[th] June 2022. The equity shares of the Applicant Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from Friday, December 27, 2024. The PAN Account Number of the Company is AAACC8962C.

There has been no change in the registered office address of the Company in the last 5 (five) years.

The Company was incorporated to carry on the business of dealing in, import, export, sell, manufacture, fabricate, design, assemble, construct, erect, commission, hire all types of Pollution Control Systems, Environmental Control Systems, Water Treatments System along with their plants, machineries, accessories, Instruments incorporating or by themselves all associated equipment for Pretreatment such as precipitators, lime softeners, pressure tanks and filters, ion exchange softeners, ion exchange demineralisers, dealkalisers, recovery systems, condensate polishers, metal waste neutralization systems, electrodialysers, diffusion dialysers, reverse osmosis plants, degassers and detractors or any similar equipments alongwith its spare parts, appliances. fixtures, attachments, implements, devices, materials, substances, minerals things and other requisites and facilities necessary or useful.

• 5.1.2.The main objects of the Applicant Company are as follows:

• (A) Main objects to be pursued by the Company on its incorporation:

• To takeover running business of "Universal Blenders," a registered partnership firm with its all assets, all liabilities, trade marks, goodwill, licences, permits etc. and after complete takeover, the partnership firm would be dissolved.

• To deal in, import, export, sell, manufacture, fabricate, design, assemble, construct, erect, commission, hire all types of Pollution Control Systems, Environmental Control Systems, Water Treatments System alongwith their plants, machineries, accessories, Instruments incorporating or by themselves all associated equipment for Pretreatment such as precipitators, lime softeners, pressure tanks and filters, ion exchange softeners, ion exchange demineralisers, dealkalisers, recovery systems, condensate polishers, metal waste neutralization systems, electro- dialysers, diffusion dialysers, reverse osmosis plants, degassers and detractors or any similar equipments alongwith its spare parts, appliances, fixtures, attachments, implements, devices, materials, substances, minerals things and other requisites and facilities necessary or useful.

There has been no change in the object clause of the company in the last 5 (five) years.

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• 5.1.3.The authorised, issued, subscribed and paid-up capital of the Applicant Company as on 31[st] March 2025 is as follows:

2025 is as follows:
Particulars	Amount in INR
Authorised Share Capital:
4,00,00,000 equityshares of Rs. 5/- each	20,00,00,000
0.001% compulsorily convertible non-cumulative preference shares of Rs. 1000/- each	22,50,00,000
Total	42,50,00,000
Issued, Subscribed and Paid Up Share Capital:
2,06,96,233 equityshares of Rs. 5/- each fully paid up	10,34,8l,165
Total	10,34,8l,165

There has been no change in the issued, subscribed and paid-up share capital of the Applicant Company, from 31[st] March 2025 till date.

• 5.1.4. As on 15[th] September 2025 the amount due to the Unsecured Creditors of Applicant Company is INR 6,63,32,024.

• 5.1.5.As on 15[th] September 2025, the amount due to the Secured Creditor of Applicant Company is INR 2,96,97,101.13.

• 5.1.6.The details of the directors and Promoters of the Applicant Company along with their addresses are as follows:

Details of Promotor/ Promotor Group:

S. No.	Name	Correspondence Address
	Promoters
1.	Prayas Goel	1101, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra, India.
2.	Prerak Goel	1001, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra,India.
	Promoter Group
3.	Namrata Goel	1101, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra, India.
4.	Pushpa Goel	1001 Eben- Ezer Tagore Road, Santacruz West, Mumbai 400054, Maharashtra,India.
5.	Krtin Goel	1101 Eben-Ezer, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
6.	Krttika Goel	1101 Ebenezer, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra,India.
7.	Yashita Goel	1101 Eben-Ezer, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
8.	Suresh Kumar Bhatia	903 Roopkala, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
9.	Sudha Bhatia	903 Roopkala, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
10.	Shweta Bhatia	1104 Emirates Crown Towers, Marina, United Arab Emirates.
11.	Nidhi Goel	1001, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra,India.

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12.	Aninditha Goel	1001, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra, India.
13.	Prerna Goel	1001, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra, India.
14.	Manju Podar	2nd Floor, Podar House, R A Kidwai Road, Azad Nagar, Wadala, Mumbai 400031, Maharashtra, India.
15.	Gaurav Podar	2nd Floor, Podar House, R A Kidwai Road, Azad Nagar, Wadala, Mumbai 400031, Maharashtra, India.
	Promoter Group which form part of Promoter Group
16.	Concord Shipping Private Limited	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, - 400051 Maharashtra, India.
17.	Rochem Green Energy Private Limited	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, - 400051 Maharashtra, India.
18.	Early Wonders International Preschool LLP	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, - 400051 Maharashtra, India.
19.	Rochem (India) Private Limited	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, - 400051 Maharashtra, India.
20.	Rochem Technical Services Private Limited	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, - 400051 Maharashtra, India.
21.	Infinity Solar Power Private Limited	12 Ram Janki, 356 Linking Road, Khar West, Mumbai 400052, Maharashtra, India.
22.	Roserve Enviro Private Limited	BL-28 Shalimar Bagh, New Delhi 110088, India.
23.	Roserve Enviro (FZE)	PO Box 120685, SAIF Zone, United Arab Emirates.
24.	Reine Clothing LLP	Samitha Commercial Complex, Building No. 16A, Gala No.19, Saki Naka, Andheri (East), Mumbai,–400072, Maharashtra, India.
25.	DKC International SolutionsLLP	No. 5, Bhartiya Krida Mandir, 57, Naigaon Cross Road, Wadala, Mumbai,– 400031,Maharashtra,India.
26.	WHE Systems FZC	P6-53 SAIF Zone, United Arab Emirates.
27.	Kamlesh Kumar Goel HUF	1201 Ebenezer, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
28.	Concord Shipping & Marine ServicesLLP	101 HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, – 400051,Maharashtra,India.
29.	Kanon DKC Loading Equipment Private Limited	Plot 20/5, Podar House, R A Kidwai Road, Azad Nagar, Wadala, Mumbai 400031, Maharashtra, India.
30.	DS Podar & Sons HUF	4A/5, BharatiyaKreeda mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
31.	SD Engineers	4A/5 Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031,Maharashtra,India.
32.	SD Podar HUF	4A/5, Bharatiya Kreeda mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
33.	DMAG International	4A/5 Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
34.	DK Corporation	4A/5 Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.

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35.	Trishul Enterprises	4A/5 Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
36.	Nidhi Associates	4A/5 Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
37.	Gaurav D. Podar HUF	4A/5, Bhartiya Kreeda Mandir, 57 Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
38.	NS Enterprises	903 Roopkala, Tagore Road, Santacruz West, Mumbai 400054, Maharashtra, India.
39.	GDS Enterprises	Bhartiya Kreeda Mandir, 57, Naigaum Cross Road, Wadala, Mumbai 400031, Maharashtra, India.
40.	Early Wonders DaycareLLP	101, HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai, Mumbai 400051,Maharashtra,India.

Details of the Directors and KMPs:

Sr. No.	Name	DIN	Designation	Address
1.	Mr. Prayas Goel	00348519	Managing Director & Chairman	1101, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054,Maharashtra
2.	Mr. Prerak Goel	00348563	Executive Director	1001, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054,Maharashtra
3.	Ms. Namrata Goel	00349113	Non-Executive - Non- Independent Director	1101, Eben Ezer, Tagore Road, Santacruz (West), Mumbai- 400054, Maharashtra
4.	Ms. Kamal Sandeep Shanbhag	09578441	Non-Executive - Independent Director	Rustomjee Seasons B-801 MIG CHS IV Ltd., Gandhi Nagar, Bandra East, Mumbai, Maharashtra–400051
5.	Mr. Prakash Dharshibhai Shah	00286277	Non-Executive - Independent Director	503A, Mithila Apartment, S.V Road, Kandivali West, Mumbai, Maharashtra - 400067
6.	Mr. Shiraz Bugwadia Homi	01213884	Non-Executive - Independent Director	No 13, Deepali St Cyril Road, Bandra West, Mumbai – 400050
7.	Mrs. Jyoti Nikunj Chawda	ANBPG4245K	Company Secretary & Compliance Officer	303/B, Koday Apartment, Datta Mandir Road, Malad East- 400097
8.	Mr. Anish Goel	ALIPG6014B	Chief Financial Officer	603, Ambrosia Raheja Acropolis -2, Govandi- Mumbai 400088

Subsequent to12[th ] February, 2026, there have been no changes in the details of the Promoters, Directors & KMP’s of the Applicant Company.

6. Board Meeting approving the Scheme of Arrangement

The Board of Directors of the Applicant Company have approved the proposed Scheme of Arrangement vide their Board Resolution in their meeting held on 8[th] August 2025.

Names of the directors of the Company who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in such resolutions are as follows:

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Sr. No.	Name of the Director	Voted in Favour/ Against/ Abstained from voting/ Absent
1.	Mr. Prayas Goel	In favour
2.	Mr. Prerak Goel	In favour
3.	Ms. Namrata Prayas Goel	Absent
4.	Ms. Kamal SandeepShanbhag	In favour
5.	Mr. Prakash Dharshibhai Shah	In favour
6.	Mr. Shiraz Bugwadia Homi	In favour

1. Rationale and Benefits of the Scheme of Arrangement

2. The Company currently has a negative balance under the head "Retained Earnings". Despite reporting the profits during the previous years, the negative Retained Earnings are weighing down the financial statements of the Company and are not reflective of its true current financial positions.

3. As a strategic move, the Company proposed to undertake financial restructuring through a Scheme of Arrangement to set-off the negative balance in the Retained Earnings against the credit balance in the Securities Premium Account. The set-off of the credit balance in the Securities Premium Account would not have any impact on the shareholding pattern and the capital structure of the Company.

4. The above set-off could potentially reap strategic benefits including but not limited to the following:

   • a. the financial statements of the Company should reflect its true and fair financial health and achieve right sizing of the balance sheet;

   • b. help in resizing the reserves of the Company and thereby denoting a positive reserve representing its true and fair financial position which is commensurate with its business and assets;

   • c. enable the Company to use the amount which is lying unutilized in the credit balance in the Securities Premium Account of the Company in an effective manner for the benefit of the Company;

   • d. help in exploring the opportunities for the benefit of the shareholders of the Company including but not restricted to dividend payment as per applicable provisions of the Companies Act, 2013 and rules made thereunder;

   • e. the Scheme does not involve any financial outlay/outgo and therefore, would not affect the ability or liquidity of the Company to meet its obligations/commitments in the normal course of business. Further, this Scheme would also not in any way adversely affect the ordinary operations of the Company; and

   • f. the Scheme would be in the best interest of the shareholders and other stakeholders of the Company.

In view of the aforesaid, the Board of Directors of the Company have considered and proposed this Scheme and matters incidental thereto pursuant to the provisions of Section 230 read with Section 52 and Section 66 and other relevant provisions of the Act.

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8. The salient features of the Scheme are as follows:

PART I – DEFINITIONS AND SHARE CAPITAL

DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meaning:

• 1.3. "Appointed Date" means 01st April 2025 or such other date as may be fixed or approved by the Hon'ble National Company Law Tribunal or such other competent authority/ Appropriate Authority;

• 1.7. "Effective Date" in relation to the Scheme, means the date or last of the dates on which (i)certified copies of the order of the NCLT sanctioning the Scheme are filed Company with the Registrar of Companies, Mumbai or (ii) the last of the approvals specified under Clause 13 is obtained. References in this Scheme to the date of "coming into effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date

• 1.18. "this Scheme" or "the Scheme" or "Scheme of Arrangement" means this Scheme of Arrangement in its present form, submitted to the Tribunal for sanction of this Scheme with such modification(s), if any, made as per Clause 12 of this Scheme.

Part II – FINANCIAL RESTRUCTURING OF THE COMPANY

5. FINANCIAL RESTRUCTURING OF THE COMPANY

• 5.1. As on 31 March 2025, the Other Equity as appearing in the books of accounts of the Company is as under:

Particulars	Amount in Rs.
General Reserve	98,525
Securities Premium	2,44,25,66,361.62
Retained Earnings	(46, 16,81,974.32)
Remeasurement Benefits	(13,12,484.13)

• 5.2. Upon the Scheme becoming effective and with effect from the Appointed Date, the negative balance of the Retained Earnings shall be first adjusted against the credit balance in the Securities Premium Account as appearing in books of accounts of the Company as on the Appointed Date.

• 5.3. The adjustment of the negative balance of Retained Earnings against the credit balance in the Securities Premium Account of the Company as stated in Clause above, shall be effected as an integral part of this Scheme itself, and the order of the Tribunal sanctioning this Scheme shall confirm the adjustment of the negative balance of Retained Earnings against the credit balance in the Securities Premium Account of the Company.

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• 5.4. The utilization of the Securities Premium Account as aforesaid shall be effected as an integral part of the Scheme and the order of the NCL T sanctioning this Scheme shall be deemed to be an order under Section 66 read with Section 52 and other applicable provisions of the Act and no separate sanction under Section 66 read with Section 52 and other applicable provisions of the Act will be necessary.

• 5.5. Pursuant to the Scheme, there is no outflow of/ payout of funds from the Company and hence, the interest of the shareholders/ creditors is not adversely affected. For the removal of doubt, it is expressly recorded and clarified that the Scheme shall not in any manner involve distribution of reserves and shall be in accordance with the accounting standards prescribed under provisions of Section 133 of the Act.

• 5.6. The adjustment of the negative balance of Retained Earnings against the credit balance in the Securities Premium Account of the Company would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital.

• 5.7. ⁠Notwithstanding the adjustment of the negative balance of Retained Earnings against the credit balance in the Securities Premium Account of the Company, as stated in Clause 5.2 above, the Company shall not be required to add 'And Reduced' as suffix to its name.

• 5.8. This Scheme is an "arrangement" between the Company and its shareholders under Section 230 read with Section 52 and Section 66 and the other applicable provisions of the Act and does not envisage the transfer or vesting of any properties and/or liabilities as contemplated in Sections 230 to 232 and other applicable provisions of the Act. This Scheme does not involve any "conveyance" or "transfer" of any property/liabilities and does not relate to amalgamation or merger or demerger of companies in terms of Sections 230 to 232 of the Act, and accordingly this Scheme and the order sanctioning this Scheme shall not be deemed to be a conveyance within the meaning of the Maharashtra Stamp Act, 1958, and therefore no stamp duty shall be payable on the Scheme and /or the order sanctioning this Scheme.

6. ACCOUNTING TREATMENT IN THE BOOKS OF THE COMPANY

• 6.1. Notwithstanding anything contained in the Scheme, the Company shall account for the financial restructuring in accordance with Ind AS notified under Section 133 of the Act, under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time, and other accounting principles generally accepted in India. The negative balance of Retained Earnings as on the Appointed Date shall be adjusted against the credit balance in the Securities Premium Account of the Company.

• 6.2. This adjustment shall be deemed to constitute a reduction of share capital as contemplated under Section 52(1) and Section 66 of the Act, and the NCLT's approval of this Scheme shall serve as confirmation of such capital reduction under Section 66 of the Act.

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Part III – GENERAL TERMS AND CONDITIONS

7. EMPLOYEES

The employees of the Company shall, in no way, be affected by the proposed financial restructuring, as there is no transfer of employees under the Scheme. On the Scheme becoming effective, all the employees of the Company shall continue with their employment, without any break or interruption in their services, on the same terms and conditions on which they are engaged as on the Effective Date.

8. CREDITORS

The adjustment of negative Retained Earnings against the credit balance in the Securities Premium Account (as set out in Clause 5.2 above) will not cause any prejudice to the creditors of the Company. The creditors of the Company are, in no way, affected by the proposed financial restructuring, as there is no reduction in the amount payable to any of the creditors and no compromise or arrangement is contemplated with the creditors. Further, there is no outflow of cash from the Company. Thus, the proposed adjustment would not, in any way, adversely affect the operations of the Company or the ability of the Company to honour its commitments or to pay its debts in the ordinary course of business.

9. COMPLIANCE WITH TAX LAWS

The Scheme is in compliance with the applicable Tax Laws. Upon the Scheme becoming effective, the Company shall continue to pay Taxes in accordance with and subject to Applicable Law.

10. LEGAL PROCEEDINGS

Upon the Scheme becoming effective, all suits, actions, administrative proceedings, tribunal proceedings, show cause notices, demands and legal proceedings of whatsoever nature by or against the Company pending and/or arising on or before the Effective Date or which may be instituted any time thereafter shall not abate or be discontinued or be in any way prejudicially affected by reason of this Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against the Company.

11. APPLICATIONS/PETITIONS TO THE TRIBUNAL

The Company shall make and file all applications and petitions under Sections 230 read with section 52 and section 66 of the Act and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

12. MODIFICATIONS/AMENDMENTS TO THE SCHEME

• 12.1. The Company, through its Board of Directors, may make or consent to any modifications/ amendments to this Scheme or approve withdrawal of the Scheme or any part thereof or to any conditions or limitations that the Tribunal or any other Appropriate Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them or the Board.

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• 12.2. The Board of the Company shall take all such steps as may be necessary, desirable, or proper to resolve any doubts, difficulties or questions, including interpretation of the Scheme, whether by reason of any directive or orders of any other Appropriate Authorities or otherwise howsoever arising out of or under or by virtue of the Scheme or any matter concerned or connected therewith. The power of the Boards of the Company to modify/ amend the Scheme shall be subject to the approval of the Tribunal.

13. SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS

• 13.1. The Scheme is conditional upon and subject to the following conditions precedent:

• 13.1.1. approval of the Scheme by the requisite majority of shareholders and/ or creditors of the Company, as applicable or as may be required under the Act and as may be directed by the Tribunal;

• 13.1.2. the sanctions and orders of the Tribunal, under Sections 230 of the Act being obtained by the Company; and

• 13.1.3. the certified copy of the orders of the Tribunal being filed with the RoC by the Company.

• 13.2. It is hereby clarified that submission of this Scheme to the Tribunal and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that Company may have under or pursuant to all Applicable Laws.

14. EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and approvals referred to in the Clause 13 above, not being obtained and/ or the Scheme not being sanctioned by the Tribunal and/or the order not being passed as aforesaid within such period or periods as may be agreed upon by the Board, this Scheme shall stand revoked , cancelled and be of no effect , save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

15. REMOVAL OF DIFFICULTIES

• 15.1. The Company acting through its Board, may

• a. give such directions and agree to take steps, as may be necessary, desirable or proper, to resolve all doubts, difficulties or questions arising under this Scheme, whether by reason of any orders of the Appropriate Authority or of any directive or orders of any Appropriate Authority, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and/ or matters concerning or connected therewith or in regard to and of the meaning or interpretation or implementation thereof or in any manner whatsoever connected therewith, or to review the position relating to the satisfaction of various

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conditions of this Scheme and if necessary, to waive any of those to the extent permissible under Applicable Law; and/or

• b. do all such acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect.

• 15.2. Without prejudice to the other provisions of the Scheme and notwithstanding the adjustment of negative Retained Earnings against the credit balance in the Securities Premium Account of the Company by virtue of the Scheme itself, in order to ensure implementation of the provisions of the Scheme the Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or arrangements with any party to any contracts or arrangement in relation to which the Company has been a party, including any filings with the regulatory authorities in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above on the part of the Company.

16. COSTS

All costs, charges, taxes including duties, levies (including stamp duty) and all other expenses, if any, arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto, shall be borne by the Company.

17. MISCELLANEOUS

• 17.1. Upon this Scheme becoming effective, the accounts of the Company and any other, record/certificate/return, as on the Appointed Date shall be reconstructed in accordance with the terms of this Scheme.

• 17.2. Upon the Scheme becoming effective, the Scheme shall be binding on the Company and all concerned parties without any further act, deed, matter or thing.

• 17.3. The provisions contained in this Scheme are inextricably inter-linked and the Scheme constitutes an integral whole. The Scheme would be given effect to only if it is approved in its entirety unless specifically agreed otherwise by the Board of Directors of the Company or any committee constituted by such Board.

• 17.4. The Company shall be at liberty to withdraw this Scheme at any time as may be agreed by the Board of Directors of the Company prior to the Effective Date.

The Salient features, as set out above, being only the salient features of the Scheme of Arrangement as are statutorily required to be included in this explanatory statement, the members are requested to read the entire text of the Scheme of Arrangement (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the proposed Scheme of Arrangement.

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9. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND DEBENTURE TRUSTEE ON THE SCHEME OF ARRANGEMENT.

i. The Directors of Concord Enviro Systems Limited (Applicant Company) may be deemed to be concerned and/or interested in the Scheme to the extent of their shares that may be held by them, if any, or by the Companies, firms, institutions, trusts of which they are directors, partners, members or trustee in the Applicant Company. None of the Directors or Key Managerial Personnel (‘KMPs’) of the Applicant Company have any material, financial or other interest, in the Scheme, except as shareholders to the extent of their respective shareholding appearing in the benpos maintained by RTA. The directors holding the shares in the Applicant Company do not have any other interest in the Scheme otherwise than that as shareholders in general. Further, none of the managers and key managerial personnel of Applicant Company is concerned or interested, financial or otherwise in the proposed Scheme. Save as aforesaid, none of the Directors of the Applicant Company have any material interest in the proposed Scheme.

• ii. As on date, the Applicant Company has not issued any debentures and hence, no debenture trustees has been appointed.

• iii. The details of the present Directors & Key Managerial Personnel of the Applicant Company and their shareholding either individually or jointly as a first holder or as a nominee in the Applicant Company, as on 24[th] March, 2026, is as under:

Name of the Director & Key Managerial Personnel	Position	Equity shares held in the Company
Mr. Prayas Goel	Managing Director	49,47,360
Mr. Prerak Goel	Executive Director	30,52,780
Ms. Namrata Prayas Goel	Non-Executive - Non Independent Director	5,01,500
Ms. Kamal Sandeep Shanbhag	Non-Executive - Independent Director	NIL
Mr. Prakash Dharshibhai Shah	Non-Executive - Independent Director	NIL
Mr. Shiraz Bugwadia Homi	Non-Executive - Independent Director	NIL
Mrs. Jyoti Nikunj Chawda	Company Secretary & Compliance Officer	NIL
Mr. Anish Goel	Chief Financial Officer	NIL

• iv. PRE AND POST ARRANGEMENT CAPITAL STRUCTURE

• a. The Pre-Arrangement capital structure of the Applicant Company has already been provided under Para 5.1.3 of this Statement.

• b. The Post Arrangement capital structure of the Applicant Company is as follows:

Particulars	Amount in INR
Authorised Share Capital:
4,00,00,000 equityshares of Rs. 5/- each	20,00,00,000
0.001% compulsorily convertible non-cumulative preference shares of Rs. 1000/- each	22,50,00,000
Total	42,50,00,000
Issued, Subscribed and Paid Up Share Capital:
2,06,96,233 equityshares of Rs. 5/- each fully paid up	10,34,8l,165
Total	10,34,8l,165

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Pursuant to the Scheme, there has been no change in the capital structure of the Applicant Company.

v. PRE- AND POST-ARRANGEMENT SHAREHOLDING PATTERN

The pre and post Scheme shareholding pattern of the Applicant Company as on 20[th] March, 2026 is as follows:

Sr.	Description	Name of Shareholder	Pre Arrangement	Pre Arrangement	Post Arrangement	Post Arrangement
			No. of shares	%	No. of shares	%
(A)	Shareholding of Promoter and Promoter Group
A1	Indian
	Individuals/ Hindu Undivided Family	Names of Promoters/ Promoter Group
		Prayas Kamlesh Goel	4947360	23.90	4947360	23.90
		Prerak Goel	3052780	14.75	3052780	14.75
		Pushpa Goel	1571140	7.59	1571140	7.59
		Nidhi Prerak Goel	535500	2.59	535500	2.59
		Namrata Goel	501500	2.42	501500	2.42
		Krttika Goel	36000	0.17	36000	0.17
	Sub Total		10644280	51.43	10644280	51.43
A2	**Foreign **
	Sub Total		0	0	0	0
	Total Promoter and Promoter Group shareholding A= A1 + A2		10644280	51.43	10644280	51.43
(B)	Public shareholding
1	Institutions
	Mutual Fund		1437643	6.95	1437643	6.95
	Alternate Investment Funds		62235	0.30	62235	0.30
	Sub-Total(B)(1)		1499878	7.25	1499878	7.25
	B2) Institutions (Foreign)
	Foreign Direct Investment		0	0.00	0	0.00
	Foreign Venture Capital Investors		0	0.00	0	0.00
	Sovereign Wealth Funds		0	0.00	0	0.00
	Foreign Portfolio Investors Category I		158619	0.77	158619	0.77
	Foreign Portfolio Investors Category II		91106	0.44	91106	0.44
	Overseas Depositories (holding DRs) (balancing figure)		0	0.00	0	0.00
	Any Other(Institutions (Foreign)		0	0.00	0	0.00

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	Sub Total B2		249725	1.21	249725	1.21
	B3) Central Government/ State Government(s)/ President of India
	Central Government / President of India		0	0.00	0	0.00
	State Government / Governor		0	0.00	0	0.00
	Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter		0	0.00	0	0.00
	Sub Total B3		0	0.00	0	0.00
	B4) Non-Institutions
	Associate companies / Subsidiaries		0	0.00	0	0.00
	Directors and their relatives (excluding independent directors and nominee directors)		0	0.00	0	0.00
	Key Managerial Personnel		0	0.00	0	0.00
	Relatives of promoters (other than 'immediate relatives' of promoters disclosed under 'Promoter and Promoter Group' category)		0	0.00	0	0.00
	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'		0	0.00	0	0.00
	Investor Education and Protection Fund (IEPF)		0	0.00	0	0.00
	Resident Individuals holding nominal share capital up to Rs. 2 lakhs		3696459	17.86	3696459	17.86
	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs		535000	2.59	535000	2.59
	Non-Resident Indians (NRIs)		335114	1.62	335114	1.62
	Foreign Nationals
	Foreign Companies		2923632	14.13	2923632	14.13

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	Bodies Corporate		233788	1.13	233788	1.13
	Any Other(specify)		578357	2.79	578357	2.79
	Sub Total B4		8302350	40.12	8302350	40.12
(B)	Total Public Shareholding (B)= (B)(1) + (B)(2)		10051953	48.57	10051953	48.57
	GRAND TOTAL (A)+(B)		20696233	100.00	20696233	100.00

vi. Disclosure about effect of the compromise or arrangement on:

a.	Key Managerial Personnel	There is no impact of the Scheme on any of the KMPs of the Applicant Company. Further, none of the KMPs have any interest in the Scheme except to the extent of sharesheld by them,ifany,intheApplicant Company.
b.	Directors	The proposed Scheme of Arrangement would not affect any Directors of the Applicant Company.
c.	Promoters / Non - Promoters members	There is no adverse impact of the Scheme on any of the Promoter or Non-promoter Shareholders of the Applicant Company. Further, none of the Shareholders have any interest in the Scheme except to the extent of shares held by them in the Applicant Company. Additionally, no shares are proposed to be issued to the Shareholders pursuant to the Scheme.
d.	Creditors	The creditors of the Company are, in no way, affected by the proposed financial restructuring, as there is no reduction in the amount payable to any of the creditors and no compromise or arrangement is contemplated with the creditors. There is no outflow of/ payout of funds from the Company and hence, the interest of the creditors is not adversely affected.
e.	Depositors	As on date, the Applicant Company has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustee(s) does not arise.
f.	Debenture Holders	As on date, no debentures have been issued and allotted by the Applicant Company and the effect ofthe Scheme onany suchdebentureholders doesnot arise.
g.	Deposit trustee and debenture trustee	As on date, the Applicant Company has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustee(s) does not arise. As on date, no debentures have been issued and allotted by the Applicant Company and the effect of the Scheme on any such debenture holders does not arise.
h.	Employees of the Company	The employees of the Company shall, in no way, be affected by the proposed financial restructuring, as thereisno transferofemployees underthe Scheme.

vii. Disclosure about the effect of compromise or arrangement on the material interest of Directors, Key Managerial Personnel and debenture trustee

a.	Directors	The proposed Scheme of Arrangement may be deemed to be concerned and/or interested in the Scheme to the extent of their shares that may be held by them, if any, or by the Companies, firms, institutions, trusts of which they are directors, partners, members or trustee in the Applicant Company.
b.	KeyManagerial Personnel	No material effect of the arrangement.
c.	Debenture Trustee	As on date, no debentures have been issued and allotted by the Applicant Company and consequently, the effect of the Scheme on any suchdebenture trustees doesnot arise.

viii. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement - The Scheme is subject to approval from jurisdictional NCLT. Further, notice under Section 230(5) of the Companies Act, 2013 will be submitted with the Regional Director, Registrar of

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Companies and Income Tax Authorities in respect of the Applicant Company. Additionally, the Applicant Company is not required to obtain any no-objection letter or approval from the Stock Exchanges, as the Scheme falls within the exemption provided under Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• ix. A statement to the effect that the persons to whom the notice is sent may vote in the meeting in person, or where applicable, by voting through electronic means - As per the directions of the Tribunal and discretion exercised by the Chairperson in consultation with the counsel of the Applicant Company, the meeting is proposed to be held at 101, HDIL Towers, 101, Anant Kanekar Marg, D Block BKC, Naupada, Bandra East, Mumbai, Maharashtra 400051 through VC / OAVM with the facility of e-voting. Equity Shareholders of Applicant Company to whom the Notice is sent shall vote during the meeting through e-voting system during the meeting.

• The Auditor of the Applicant Company has confirmed that the accounting treatment in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.The proposed Scheme was placed before the Audit Committee of the Applicant Company at its meeting held on 8[th] August 2025. The Audit committee recommended and approved the proposed Scheme. The Board of Directors of the Applicant Company have at its Board Meeting held on 8[th] August 2025 approved the Scheme based on the recommendation of the Audit Committee. A copy of the Audited Financial Statements of Concord Enviro Systems Limited as on March 31[st] , 2025 and Provisional Financial Results of Concord Enviro Systems Limited as on 31[st] December 2025 Annexure B1 and B2 .

• The Applicant Company will make / file a petition under Section 230 read with Section 52 and Section 66 and other applicable provisions of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the Hon’ble National Company Law Tribunal, Mumbai Bench, for sanctioning of the Scheme.

• Under Section 230 of the Companies Act, 2013, the proposed Scheme will have to be approved by a majority in number representing three-fourths in value of the Equity Shareholders present and voting.

• The rights and interests of the members and the creditors of the Applicant Company will not be prejudicially affected by this Scheme of Arrangement.

• No investigation or proceedings have been instituted or are pending under Chapter XIV of the Companies Act, 2013 or erstwhile provisions of the Companies Act, 1956 against the Applicant Company.

• A copy of the Scheme has been filed by the Applicant Company with the Registrar of Companies (ROC), Maharashtra, Mumbai, through GNL 1 bearing SRN AC2726812 dated 23[rd] March, 2026.

• No winding up petition is pending against the Applicant Company.

• In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.concordenviro.in

• a) Certified copy of the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench dated 11[th] March 2026 passed in Company Application No. C.A.(CAA)/260/MB/2025 directing and convening of the meeting of Equity Shareholders of the Applicant Company.

• b) Scheme of Arrangement. c) Memorandum and Articles of Association of Concord Enviro Systems Limited

• d) Annual Report of Concord Enviro Systems Limited for year ending 31[st] March 2025. e) Copies of audited financial statements of Concord Enviro Systems Limited for the year ended 31[st] March 2025.

• f) Copy of Unaudited Financial Results of Concord Enviro Systems Limited as on 31st December 2025

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• g) Copies of the Resolution passed by the Board of Directors of Concord Enviro Systems Limited dated 8[th] August 2025.

• h) Copy of the Statutory Auditor’s certificate dated 3[rd] October 2025 issued by M/s Deloitte Haskins & Sells LLP, Mumbai of Concord Enviro Systems Limited confirming that the accounting treatment provided in the Scheme is in compliance with Section 133 of the Companies Act, 2013.

• i) Any other information, contracts or agreements material to the arrangement.

• This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules. A copy of the Scheme and Explanatory statement may also be obtained free of cost from the registered office of the Applicant Company.

Dated at Mumbai on this the 24[th] day of 2026

Sd/Chairperson Appointed for the Meeting

CONCORD ENVIRO SYSTEMS LIMITED

CIN: L45209MH1999PLC120599 Registered Office: 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India. Website: www.concordenviro.in E-mail: cs@concordenviro.in Tel.: +91 22 6704 9000

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Notes for Meeting of Equity Shareholders of the Company:

1. General instructions for accessing and participating in the Meeting through VC/OAVM Facility and voting through electronic means including remote e-voting

• A. Pursuant to the Order passed by the Hon’ble NCLT, Meeting of the Equity Shareholders of the Company will be held through VC/OAVM facility to transact the business set out in the Notice convening this Meeting, which does not require physical presence of the Equity Shareholders at a common venue. The Registered Office of the Company shall be considered as the deemed venue of the meeting.

• B. Since the meeting is being held pursuant to the Order passed by the Hon’ble NCLT and MCA Circulars through VC/OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the Meeting. However, in pursuance of Section 113 of the Act, authorized representatives of institutional/ corporate shareholders may be appointed for the purpose of voting through remote e‐voting, for participation in the Meeting through VC/OAVM facility and e‐voting during the Meeting, provided that such shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e‐voting during the Meeting and/or to vote through remote e‐voting, on its behalf. The said resolution/authorization shall be sent to the scrutinizer by email through his registered email id address to mferraocs@gmail.com and to the Company at cs@concordenviro.in before the VC/OAVM Meeting or before the remote e‐voting, as the case may be.

• C. The proceedings of this Meeting would be deemed to have been conducted at the registered office of the Company located at 101, HDIL Towers, Anant Kanekar Marg, Bandra (E), Mumbai – 400 051, India.

• D. The quorum of the Meeting of the Equity Shareholders of the Company shall be as prescribed under Section 103 of the Companies Act, 2013 i.e. 30 (Thirty). The Equity Shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• E. The aforesaid particulars are being sent through electronic mode to those Equity Shareholders whose e‐mail IDs are registered with the Company’s Registrar & Share Transfer Agent (RTA) i.e. investor.helpdesk@in.mpms.mufg.com / Depositories / the Company. The aforesaid particulars are being sent to all the Equity Shareholders, whose names appear in the register of members/list of beneficial owners as on Friday, 20 March, 2026.

• F. In terms of the directions contained in the NCLT Order, the Notice convening the Meeting is being published by Company through advertisement in ‘Financial Express’ in English language, having nation-wide circulation and in ‘Navshakti’ in Marathi language having circulation in the State of Maharashtra, indicating the day, date and time of the Meeting in not less than 30 days (Thirty) before the aforesaid meeting.

• G. Mr. Martinho Ferrao, of Martinho Ferrao & Associates, Practicing Company Secretary, having Membership No. F6221 has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner for the meeting of the Equity Shareholders.

• H. The Scrutinizer will, after the conclusion of the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting or to any other person so authorised by him (in writing), who shall countersign the same. The result of the e-voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be communicated to National Stock Exchange of India Limited and BSE Limited immediately after it is declared by the Chairperson and will also be placed on the website of the Applicant Company, www.concordenviro.in, and on the weblink of National Securities Depository Limited on website https://www.evoting.nsdl.com. The result will also be displayed at the registered office of the Applicant Company.

• I. The National Securities Depository Limited e‐voting agency, will provide the facility for voting by the Equity Shareholders through remote e‐voting, for participation in the Meeting through VC/OAVM and e‐voting during the Meeting.

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• J. All the documents referred to in the accompanying explanatory statement shall be available for inspection through electronic mode during the proceedings of the Meeting. Equity Shareholders seeking / requesting to inspect copies of the said documents may send an email at cs@concordenviro.in. Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection by the Equity Shareholders at the registered office of the Company, during working hours on all working days up to 1 (One) day prior to the date of the Meeting.

• K. The Scheme shall be considered approved by the Equity Shareholders of the Company if the resolution mentioned in the Notice has been approved by majority of persons representing three‐ fourth in value of the Equity Shareholders voting at the Meeting through VC/OAVM or by remote e‐ voting, in terms of the provisions of Sections 230 of the Act.

• L. Since the Meeting will be held through VC/OAVM in accordance with the Order passed by NCLT, the route map, proxy form and attendance slip are not attached to this Notice.

• M. A person whose name is recorded in the Register of Members (RoM) maintained by the Company / Registrar and Transfer Agent or in the Register of Beneficial Owners maintained by the depositories as on the Cut‐Off Date only shall be entitled to avail the facility of remote e‐voting as well as e‐voting at the Meeting and to attend the Meeting. A person who is not an equity shareholder as on the CutOff Date should treat the Notice for information purpose only.

• N. The voting rights of the Equity Shareholders shall be in proportion to their shareholding of the paidup equity share capital of Concord Enviro Systems Limited as on the close of business hours as on Cut‐Off Date, i.e., Tuesday, 21[st] April, 2026.

• O. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of the names as per the Register of Members (RoM) of the Company will be entitled to vote at the Meeting.

• P. It is clarified that casting of votes by remote e-voting (prior to the Meeting) does not disentitle Members from attending the Meeting. However, after exercising right to vote through remote e- voting prior to the Meeting, a Member shall not vote again at the Meeting. In case the shareholders cast their vote via both the modes i.e. remote e-voting prior to the Meeting as well as e-voting during the Meeting, then voting done through remote e-voting before the Meeting shall prevail. Once the vote on a resolution is cast by the shareholder, whether partially or otherwise. The shareholder shall not be allowed to change it subsequently.

• Q. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in the Securities Market. The Equity Shareholders holding shares in electronic form are requested to submit their PAN to their Depository Participants, and those holding shares in physical form are requested to submit their PAN to the Company’s RTA.

• R. In compliance with the provisions of Section 108 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of , SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in relation to e-voting facility provided by Listed Entities, Shareholders are provided with the facility to cast their vote electronically, through the e-voting services provided by National Securities Depository Limited on the resolutions set forth in this Notice.

• S. Voting rights of the Shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off date i.e., Tuesday, 21[st] April, 2026.

A person who is not a shareholder as on the Cut-off date should treat this Notice for information purposes only.

Once the vote on a Resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The remote e-voting facility will be available during the following period:

• Commencement of remote e-Voting: 09:00 A.M. IST on Saturday, 25[th] April, 2026

• End of remote e-Voting: 05:00 P.M. IST on 27[th ] April, 2026,

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Remote e-Voting will not be allowed beyond the aforesaid date and time and the remote-e-Voting module shall be forthwith disabled by National Securities Depository Limited upon expiry of the aforesaid period.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, 25 April, 2026 at 09:00 A.M. (IST) and ends on Monday, 27 April, 2026 at 05:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, 21[st] April, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 21[st] April, 2026.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for

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IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

login through Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll freeno.1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

4.	Your User ID details aregiven below:
	Manner of holding shares i.e. Demat	Your User ID is:
	(NSDL or CDSL) or Physical
	a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client
	account with NSDL.	ID
		For example if your DP ID is IN300*** and
		Client ID is 12** then your user ID is
		IN30012***.

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5. 6. 7. 8. 9.	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

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1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed.

3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mferraocs@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@concordenviro.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@concordenviro.in. If you are an Individual shareholders holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

3. Members who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e- Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@concordenviro.in. The same will be replied by the company suitably.

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Annexure A

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Annexure B1

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Annexure C

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI

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COURT - IV

C.A. (CAA)/260 (MB-IV) /2025

In the matter of the Companies Act, 2013; AND In the matter of Section 230 read with Section 52 and Section 66 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 AND In the matter of Scheme of Arrangement between Concord Enviro Systems Limited and its Shareholders

Concord Enviro Systems Limited CIN: L45209MH1999PLC120599 …… Applicant Company

Pronounced: 11.03.2026

CORAM:

SHRI ANIL RAJ CHELLAN SHRI K. R. SAJI KUMAR

HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

Appearance : Hybrid

For the Applicant Companies: Adv. Hemant Sethi, Ms. Tanaya Sethi, Ms. Devanshi Sethi i/b Hemant Sethi & Co.

ORDER

1. This is a First Motion Company Application for the Composite Scheme of Arrangement between Concord Enviro Systems Limited (Applicant Company) and its Shareholders (Scheme) under the provisions of Section 230 read with Section

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV

C.A.(CAA)/260(MB-IV)/2025

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• 52 and Section 66 of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (CCAA Rules).

• Heard the Ld. Counsel for the Applicant Company.

• The registered office of the Applicant Company is situated in the State of Maharashtra, and hence the subject matter of the Application is within the territorial jurisdiction of this Tribunal.

• The Ld. Counsel for the Applicant Company submits that the Board of Directors of the Applicant Company, in their meeting held on 08.08.2025, has approved the Scheme. The appointed date for the purpose of the Scheme is 01.04.2025 or such other date as may be fixed or approved by this Tribunal.

• The Ld. Counsel for the Applicant Company submits that the Rationale for the Scheme is as under: -

“ ii. Rationale and Purpose of the Scheme

• A. The Company currently has a negative balance under the head “Retained Earnings”. Despite reporting the profits during the previous years, the negative Retained Earnings are weighing down the financial statements of the Company and are not reflective of its true current financial position.

• B. As a strategic move, the Company proposed to undertake financial restructuring through a Scheme of Arrangement to set-off the negative balance in the Retained Earnings against the credit balance in the Securities Premium Account. The set-off of the credit balance in the Securities Premium Account would not have any impact on the shareholding pattern and the capital structure of the Company.

• C. The above set-off could potentially reap strategic benefits including but not limited to the following:

• i. the financial statements of the Company should reflect its true and fair financial health and achieve right sizing of the balance sheet;

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• ii. help in resizing the reserves of the Company and thereby denoting a positive reserve representing its true and fair financial position which is commensurate with its business and assets;

• iii. Enable the Company to use the amount which is lying unutilized in the credit balance in the Securities Premium Account of the Company in an effective manner for the benefit of the Company;

• iv. Help in exploring the opportunities for the benefit of the shareholders of the Company including but not restricted to dividend payment as per applicable provisions of the Companies Act, 2013 and rules made thereunder;

• v. The Scheme does not involve any financial outlay/outgo and therefore, would not affect the ability or liquidity of the Company to meet its obligations/commitments in the normal course of business. Further, this Scheme would also not in any way adversely affect the ordinary operations of the Company;

• vi. The Scheme would be in the best interest of the shareholders and other stakeholders of the Company.

In view of the aforesaid, the Board of Directors of the Company has considered and proposed this Scheme and matters incidental thereto pursuant to the provisions of Sections 230, read with Section 52 and Section 66, and other relevant provisions of the Act.”

1. The Ld. Counsel for the Applicant Company submits that the authorised, issued, subscribed, and paid-up share capital of the Applicant Company as on 31.032025, is as under:

Particulars	Amount in Rs.
Authorised Share Capital
4,00,00,000 equity shares of Rs. 5/- each	20,00,00,000
0.001% compulsorily convertible non-cumulative preference shares of Rs. 1000/- each	22,50,00,000
TOTAL	42,50,00,000
Issued, Subscribed and Paid-up Share Capital
2,06,96,233 equity shares of Rs. 5/- each fully paid up	10,34,81,165
TOTAL	10,34,81,165

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1. Subsequent to the above date and up to the approval of the Scheme by the Board of the Applicant Company, there has been no change in the authorised, issued, subscribed, and paid-up capital of the Applicant Company.

2. The Ld. Counsel for the Applicant Company submits that, upon the Scheme becoming effective and with effect from the Appointed Date, the negative balance of the Retained Earnings shall be first adjusted against the credit balance in the Securities Premium Account as appearing in the books of accounts of the Applicant Company as on the Appointed Date.

3. It is further submitted by the Ld. Counsel for the Applicant Company that, upon the Scheme becoming effective, there will be no outflow or payout of funds from the Applicant Company; therefore, the interests of shareholders or creditors shall not be adversely affected. Furthermore, it is submitted that the Scheme shall not, in any manner, involve the distribution of reserves and shall be in accordance with the accounting standards prescribed under Section 133 of the Act.

4. The other equity as appearing in the books of accounts of the Company is given as below:

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1. It was further submitted that the Equity Shares of the Applicant Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), and accordingly, its equity shares are (widely and publicly) traded on nationwide terminals.

12. Conducting meeting of Shareholders:

• 12.1 The Ld. Counsel for the Applicant Company submits that there are 55,298 (Fifty-five thousand two hundred and ninety-eight) Equity Shareholders in the Applicant Company, and the certificate of the Chartered Accountant

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certifying the shareholding pattern of the Applicant Company as on 12.09.2025 is annexed as ‘Annexure F’ to the Company Scheme Application.

12.2 The Bench directs the Applicant Company to:

• i. Issue Notice convening meeting of the Equity Shareholders in Form No. CAA.2 as per Rule 6 of the CCAA Rules;

• ii. Issue Statement containing all the particulars as per Section 230(3) of the Act;

• iii. Advertise the Notice convening the meeting in Form No. CAA.2 as per Rule 7 of the CCAA Rules.

• 12.3 The Bench directs that, at least 30 (thirty) clear days before the said meeting of the Equity Shareholders of the Applicant Company is to be held as aforesaid, a notice convening the said meeting at the indicating the place, day, date and time of the said meeting, together with a copy of the Scheme, a copy of statement disclosing of the Scheme of Arrangement as required under Section 230(3) of the Act, read with Rule 6 of the CCAA Rules, shall be sent by Courier / Registered Post / Hand Delivery / Speed Post or by Email (to those Equity Shareholders whose email addresses are duly registered with the Applicant Company for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the Applicant Company, at their last known address or email addresses as per the records of the Applicant Company.

• 12.4 The Applicant Company shall have the option to convene the meeting of the equity shareholders through video conferencing or other audio-visual means or in the physical presence of the equity shareholders, within 60 days of the instant order being uploaded on NCLT site (i.e., https://nclt.gov.in ), for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme.

• 12.5 The notice of the aforesaid meeting of the Equity Shareholders of the Applicant Company shall be advertised in Form No. CAA.2 as per Rule 7 of the CCAA Rules, in two newspapers viz., Financial Express in English and translation thereof in Navshakti in Marathi, both circulated in the State

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• of Maharashtra, indicating the place, day, date, and time of the said meeting in not less than 30 days (Thirty) before the aforesaid meeting. The Applicant Company shall host the notices of the meeting as directed herein, on its website, if any.

• 12.6 Mr. V. Nallasenapathy, Former NCLT Member, Mumbai, Mobile Number: 98415 27190, Email: nspathy1963@gmail.com shall be the Chairperson for the aforesaid meeting of the Equity Shareholders of the Applicant Company. The Chairperson shall be paid a sum of Rs. 1,00,000/- (One Lakh Rupees), excluding taxes, for holding/conducting the meeting of the Equity Shareholders of the Applicant Company. The payments to the Chairperson shall be made by the Applicant Company.

• 12.7 The Scrutiniser for the aforesaid meeting shall be Mr. Martinho Ferrao, Practicing Company Secretary (Membership No. F6221 / COP No. 5676), Mobile Number: 98700 61585 and Email: mferraocs@gmail.com with a remuneration of Rs. 50,000/- for the services rendered. Payments to Scrutiniser shall be made by the Applicant Company.

• 12.8 The Chairperson appointed for the aforesaid meeting shall issue the advertisement and send out the notices of the meeting referred to above and shall have all powers as per the Articles of Association of the Applicant Company and also under the Act read with the CCAA Rules, in relation to the conduct of the said meeting, including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the aforesaid meeting by any persons and to ascertain the outcome of the meeting of the Equity Shareholders.

• 12.9 The Chairperson appointed for the meeting of the Equity Shareholders of the Applicant Company shall file a Compliance Report not less than 7 (seven) days before the date fixed for the holding of meeting of Equity Shareholders of the Applicant Company and do report to this Tribunal that the direction regarding the issue of notices and the advertisement have been duly complied with as per Rule 12 of the CCAA Rules.

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• 12.10 The quorum of the aforesaid meeting of Equity Shareholders of the Applicant Company shall be as prescribed under Section 103 of the Act, present in person or by authorised representative. If the quorum is not present within 30 (thirty) minutes and thereafter, the Equity Shareholders present shall be deemed to constitute the quorum, and the meeting shall be held.

• 12.11 The voting by an authorised representative in case of a body corporate shall be permitted, provided that the authorisation duly signed by the person entitled to attend and vote at the meeting is filed with the Applicant Company at the Registered Office not later than 48 hours before the aforesaid meeting. The value and number of the Unsecured Creditors of the Applicant Company shall be in accordance with the books/register of the Applicant Company and where the entries in the books/register are disputed, the Chairperson of the meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

• 12.12 The Chairperson of the meeting of the Equity Shareholders of the Applicant Company shall report to this Tribunal, the results of the aforesaid meeting within 3 (three) days of the conclusion of the meeting, and the said report shall be verified by his Affidavit as per Rule 14 of the CCAA Rules.

13. Dispensation of the Meetings for the Secured Creditors of the Applicant Company:

• 13.1 The Ld. Counsel for the Applicant Company submits that there is 1 (One) Secured Creditor in the Applicant Company as on 15.09.2025, having an aggregate value of Rs. 2,96,97,101.13/- (Two Crore Ninety-Six Lakh NinetySeven Thousand One Hundred Rupees and One and Thirteen Paise). The copy of the certificate of a Chartered Accountant certifying the list of Secured Creditors of the Applicant Company is annexed to the Company Scheme Application. The Applicant Company has procured a consent affidavit from the said Secured Creditor, which is annexed to the Company Scheme Application.

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• 13.2 In view of the said fact that the sole Secured Creditor of the Applicant Company has given consent affidavit for the approval of the Scheme and dispensation of the meeting, the meeting of the Secured Creditor of the Applicant Company is hereby dispensed with.

14. Dispensation of the Meetings for the Unsecured Creditors of the Applicant Company:

• 14.1 The Ld. Counsel of the Applicant Company submits that there are 13 (Thirteen) Unsecured Creditors in the Applicant Company as on 15.09.2025, having an aggregate value of Rs. 6,63,32,024/- (Six Crore Sixty-Three Lakh Thirty Two Thousand Twenty Four Rupees). The copy of the certificate of a Chartered Accountant certifying the list of Unsecured Creditors of the Applicant Company is annexed to the Company Scheme Application.

• 14.2 The Ld. Counsel of the Applicant Company further submits that the present Scheme is an arrangement between the Applicant Company and its shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Act, as there is no compromise and/or arrangement with the Unsecured Creditors of the Applicant Company. The liability to the creditors of the Applicant Company is neither reduced nor extinguished. Accordingly, the Applicant Company is hereby directed to issue notices to all its Unsecured Creditors by Registered Post or Speed Post or Courier or Hand Delivery or by email (to those creditors whose email addresses are duly registered with the Applicant Company for the purpose of receiving such notices by email), at their last known address as per the records of the Applicant Company with a direction that they may submit their representations, if any, to the Tribunal within 30 days and copy of such representations shall simultaneously be served upon the Applicant Company, failing which it will be assumed that they have no objection to the Scheme. In view of the fact, the meeting of the Unsecured Creditors of the Applicant Company is hereby dispensed with.

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1. The Ld. Counsel of the Applicant Company submits that the net worth of the Applicant Company is positive. The net worth of the Applicant Company post Scheme is Rs. 2,08,44,64,077.30/-. A copy of the net worth certificate of Applicant Company issued by a Chartered Accountant is annexed to the Company Scheme Application. A detailed calculation of the Pre and Post scheme net worth as on 31.03.2025, after the negative retained earnings are adjusted with the Securities Premium Reserve, is given below:

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1. The Ld. Counsel for Applicant Company has placed on record the copies of the audited financial statements for the year ending 31.03.2025, along with the copies of Unaudited Standalone Financial Results for the quarter ending on 31.06.2025 for the Applicant Company.

17. The Applicant Company has placed on record –

• a) Details of Corporate Guarantee, Performance Guarantee given and taken by the Applicant Company and Other Contingent Liabilities as on 15.09.2025.

• b) List of litigations pending against the Applicant Company as on 15.09.2025.

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1. The Applicant Company is directed to serve notice along with a copy of the Scheme under the provisions of Section 230 (5) of the Act, and Rule 8 of the CCCAA Rules, upon the:

2. i. The Central Government, through the office of the Regional Director (Western Region) Mumbai; (Email: rdwest@mca.gov.in);

3. ii. Jurisdictional Registrar of Companies, Mumbai;

4. iii. Jurisdictional Income-tax Authorities within whose jurisdiction the respective Applicant Company’s assessments are made and also the concerned Nodal Authority in the Income Tax Department having jurisdiction over such authority (E-mail: Mumbai.pccit@incometax.gov.in);

5. iv. Jurisdictional Goods and Service Tax (GST) Authorities within whose jurisdiction the Applicant Company is assessed to tax under GST law;

6. v. Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) along with Securities Exchange Board of India (SEBI)

7. vi. Any other Sectoral/ Regulatory Authorities relevant to the Applicant Company or their business (if applicable);

8. The above-mentioned authorities may submit their representations in relation to the Scheme, if any, to this Tribunal within 30 (thirty) days from the date of receipt of the said notice, with a copy thereof to the Applicant Company. The Notice shall be served through Registered Post-AD, Speed Post, or Hand Delivery, and by email, along with a copy of the Scheme. The Bench directs the Applicant Company to file an affidavit of service with the Registry proving the dispatch of notices to the Regulatory Authorities within 10 working days.

9. The Notice shall state that “If no response is received by the Tribunal from the concerned Authorities within 30 days of the date of receipt of the notice, it will be presumed that the concerned authorities have no objection to the proposed Scheme”. It is clarified that notice served through courier shall be taken on record only in cases where it is supported with Proof of Delivery having acknowledgement of the notice.

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1. The Bench also directs that the Applicant Company shall host notices along with a copy of the Scheme on their respective websites, if any.

2. The Applicant Company shall comply with the above directions and timeline prescribed under Rule 15 of the CAA Rules and file affidavits of service in the Registry to report to this Tribunal that the directions contained above in relation to service of notices upon the statutory authorities have been duly complied with.

3. Accordingly, C.A.(CAA)/260(MB-IV)/2025 is allowed and disposed of in terms of the above.

24. Ordered accordingly.

Sd/-

Sd/-

MEMBER (JUDICIAL)

/JJ/

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Annexure D

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Annexure E

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Annexure F

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Digitally signed by NILESH NILESH VASANTLAL SHAH VASANTLAL SHAH Date: 2025.10.03 20:04:01 +05'30'

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PRAYA Digitally signed by PRAYAS GOEL Date: 2025.10.03 S GOEL 18:31:54 +05'30'

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