Continental Controls Ltd Management Discussions

Background

Continental Controls Limited was amongst the few companies in India engaged in the manufacturing of Thermal Overload Protectors, a critical safety component widely used in electrical and electronic equipment. The Honble High Court, Mumbai, by its order dated 8th January 2004, sanctioned the Scheme of Amalgamation between Continental Controls Limited and Continental Softech Limited. Pursuant to the amalgamation, the assets and liabilities of Continental Softech Limited were incorporated into the books of the Company with effect from 1st April 2003. As a result, the paid-up share capital of the Company was increased by issuance of 8,36,812 equity shares of ?10 each. The amalgamation enabled the Company to expand its scale of operations and diversify into software and related services.

Business Overview

Acquisition and Open Offer

M/s Onelife Capital Advisors Limited ("Acquirer") entered into a Share Purchase Agreement on 6th March 2024 with the existing promoters and promoter group members of the Company for the acquisition of 15,09,604 equity shares, representing 24.56% of the voting share capital, at a price of ?4.00 per share. Pursuant to the said agreement and in compliance with the SEBI (SAST) Regulations, 2011, the Acquirer also made an open offer to the public shareholders for acquisition of up to 15,98,027 equity shares, representing 26.00% of the voting share capital of the Company at ?4.00 per share. Swaraj Shares and Securities Private Limited acted as the Manager to the Offer. A Post-Offer Public Announcement was published on 19th July 2024 in leading newspapers.

Alteration of Memorandum and Articles of Association

The Board of Directors at its meeting held on 12th April 2025 approved the change in the Object Clause of the Memorandum of Association to align with the provisions of the Companies Act, 2013. A new set of Articles of Association was also adopted in place of the existing Articles. The shareholders approved these alterations at the Extraordinary General Meeting held on 5th May 2025 through VC/OAVM. These changes provide greater operational flexibility and updated governance framework for the Company.

Change in Nature of Business

The Memorandum of Association of the Company sets out its main objects as carrying on business in information technology and software development, automation and robotics, financial and advisory services, depository participant. The incidental objects empower the Company to undertake consultancy, e-commerce, investment, real estate and infrastructure activities, borrowing and lending, and to expand or collaborate in India and abroad.

Outlook

Owing to the change in management and related corporate restructuring, the Company did not carry out any operational business activities during the financial year under review. The focus remained on completing

regulatory compliances, strengthening governance framework, and effecting necessary changes in corporate structure.The change in management provides an opportunity for the Company to realign its business strategy and explore new avenues of growth.

With the induction of new management and completion of the Open Offer process, the Company is expected to focus on revival and identification of suitable business opportunities in the upcoming financial years. The Board remains confident of creating long-term value for stakeholders once business operations are restructured and relaunched.