Continental Controls Ltd Directors Report

To,

Dear Members,

Continental Controls Limited

Your Directors present the 30 th Annual Report of the Company along with the Standalone Audited Financial Statements of Continental Controls limited for the Financial Year ended on 31 st March, 2025.

FINANCIAL RESULTS

(Rs in Thousand)

Particulars	2024-25	2023-24
Income from operation	-	-
Other Income	1880.72	844.58
Total Income	1880.72	844.58
Total Expenses	1,115.47	4744.75
Profit/(Loss) Before Tax	765.25	(3900.17)
Tax expenses	76.42	(815.14)
Profit / (Loss) for the period	688.83	(3,085.03)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	688.83	(3,085.03)

COMPANY PERFORMANCE

During the financial year 2024-2025, total revenue of the Company on standalone basis is Rs. 1,880.72 as against Rs. 844.52 in the previous year. Profit before Tax of Rs.765.25 as against loss before tax of Rs.3,900.17 in the previous year, Profit after Tax of Rs. 688.83 as against loss after tax of Rs. 3,085.03 in the previous year.

**The figures mentioned above are in thousands.

Authorised share capital

The Authorised Share Capital of the Company is Rs 9,15,00,000 (Rupees Nine Crore fifteen Lakhs ) divided into 9,150,000 equity shares of Rs 10/- each. During the year under review, there was no change in the Authorised Share Capital of the Company

Paid up share capital

During the year under review, the Company has not issued any shares. The paid up equity share capital as on 31st March, 2025 was Rs 6,14,62,560 /- (Rupees Six Crore Fourteen lakh sixty two thousand five hundred and sixty) divided into 61,46,256 equity shares of Rs 10/- each.

DIVIDEND

As the Company has not made adequate profits during the year, the Directors of your Company do not recommend any dividend for the financial year ended March 31,2025.

FINANCIAL INFORMATION

Reserves & Surplus

As at 31st March, 2025 Reserves and Surplus amounted to Rs. (40,167.90) as compared to Rs. (40,856.73) of previous year. The said scenario is due to inadequate profitability during the year under review.

Short Term Borrowings

As at 31st March 2025 Short Term Borrowings Rs. 383.50 in the current financial year as compared are nil during the previous year.

**The figures mentioned under the Financial Information are in thousands

TRANSFER OF RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2024- 2025, after all appropriation and adjustments was Rs. (55,535.64) Thousands. The Company has not transferred any amount to the reserves for the financial year ended March 31,2025.

PUBLIC DEPOSITS

During the financial year 2024-25, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014

LISTING OF SHARES

Your Companys shares are listed on BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India

HOLDING/SUBSIDIARIES/ ASSOCIATE COMPANIES

The Company did not have a holding/subsidiary/associate company during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the Financial Year 2024-25, no company ceased to be a subsidiary of the company and your company does not have any subsidiary company or joint ventures.

Board of Directors

The Board of the Company comprises an optimum combination of executive, non-executive and independent directors, including woman director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

The Companys Board comprises of the following Directors:

Name of Directors	Designation
Mr. Haresh S. Thakker**	Independent, Non -Executive Director
Ms. Keta Poojara***	Independent, Non -Executive Director
Mr. Samir Thakkar*	Non-Independent, Non-Executive Director
Mr. Pradeep Gaglani*	Independent, Non -Executive Director
Mr. Kanaiyalal Thakker*	Independent, Non -Executive Director
Mr. Navinchandra Thakkar*	Executive Director
Mr. Amit Thakkar****	Executive Director
Ms. Chetna Gupta*****	Independent, Non -Executive Director
Ms. Khusbu Agrawal*****	Independent, Non -Executive Director
Mr. Abhay Kumar Sethia*****	Independent, Non -Executive Director
Mr. Rajnish Kumar Pandey******	Independent, Non -Executive Director
Ms. Lucy Maqbul Massey******	Independent, Non -Executive Director

*Resigned wef 29 th January, 2025 ** Resigned wef 31 st January, 2025

*** Resigned wef 05 th February, 2025 **** Resigned wef 12 th April, 2025 *****Appointed wef 05 th February, 2025 ****** Appointed wef 12 th April, 2025

Mr. Navinchandra Thakkar	- Chairman & Managing Director (DIN: 00251210 upto 29.01.2025
Mr. Samir Thakkar	- Non-Executive Director (DIN: 02466774 upto 29.01.2025)
Mr. Amit Thakkar	- Chief Financial Officer & Whole Time Director (DIN: 00251194 upto 12.04.2025)
Mr. Pradeep Gaglani	- Independent Director (DIN: 00839845 upto 29.01.2025)
Mr. Haresh S. Thakker	- Independent Director (DIN: 02446743 upto 31.01.2025)
Mr. Kanaiyalal Thakker	- Independent Director (DIN: 02410950 upto 29.01.2025)
Ms. Keta Poojara	- Independent Director (DIN: 06963370 upto 05.02.2025)
Mr. Rajnish Kumar Pandey	- Whole time Director (DIN: 01096119 w.e.f. 12.04.2025)
Ms. Lucy Maqbul Massey	- Non-Executive Director (DIN: 09424796 w.e.f. 12.04.2025)
Mr Abhay Kumar Sethia	- Independent Director (DIN: 9721583 w.e.f. 05.02.2025)
Ms Chetna Gupta	- Independent Director (DIN: 02212440 w.e.f. 05.02.2025)

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR 2024- 25

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rajnish Kumar Pandey (DIN: 01096119) Director of the Company, are liable to retire by rotation at the 30 th Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume/details about Mr. Rajnish Kumar Pandey (DIN: 01096119) is given in the Notice of the ensuing AGM sent to the shareholders along with the Annual Report.

Following are the changes in Directors and Key Managerial Personnel of the Company for the financial year 2024-25:

Mr. Navinchandra Thakkar, Chairman & Managing Director (DIN: 00251210) , Mr. Samir Thakkar, NonExecutive Director (DIN: 02466774), Mr. Pradeep Gaglani, Independent Director (DIN: 00839845), Mr. Kanaiyalal Thakker, Independent Director (DIN: 02410950) has resigned with effect from January 29, 2025.

Mr. Haresh S. Thakker, Independent Director (DIN: 02446743 )has resigned with effect from January 31, 2025.

Ms. Keta Poojara, Independent Director (DIN: 06963370 has resigned with effect from February 5, 2025.

Mr. Amit Thakkar, Chief Financial Officer & Whole Time Director (DIN: 00251194) has resigned with effect from April 12,2025

Mr. Rajnish Kumar Pandey, Executive Whole time Director (DIN: 01096119) and Ms. Lucy Maqbul Massey, Non-Executive, Non-Independent Director (DIN: 09424796 has been appointed with effect from April 12,2025

Mr Abhay Kumar Sethia, Independent Director (DIN: 9721583), Ms Chetna Gupta,

Independent Director (DIN: 02212440), Ms Khusbu Agrawal , Independent Director (DIN: 09847254) has been appointed with effect from February 5, 2025.

None of the Directors of the company are disqualified for being Directors as specified under section 164 of the Companies Act, 2013.

Ms. Megha Yatin Raut appointed as the Chief Financial Officer of the Company with effect from April 12,2025.

Ms. Juhi Balani, Company Secretary, resigned from the post of the Company Secretary and Compliance Officer of the Company with effect from October 5, 2024 and Ms. Anushree Tekriwal was appointed as the Company Secretary of the Company with effect from January 3, 2025.

Ms. Anushree Tekriwal, Company Secretary, resigned from the post of the Company Secretary and Compliance Officer of the Company with effect from August 6, 2025 and Ms. Jyoti Darade appointed as the Company Secretary of the Company with effect from August 7, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors of the Company.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

BOARD MEETINGS HELD DURING THE YEAR

During the year, Six (6) meetings of the Board of Directors were held i.e. on 30th May 2024,14th August, 2024,18th October, 2024, 3 rd Januray, 2025, 17th January, 2025 and 5 th February, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this regard.

COMMITTEES OF THE BOARD

The Board currently has Three (3) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Audit Committee oversees the financial reporting process, reviews the quarterly and annual financial statements, evaluates internal financial controls and risk management systems, considers reports of the internal and statutory auditors, and monitors the implementation of audit recommendations. The Committee also reviews related party transactions and ensures compliance with applicable law. During the period under report, 4 meetings of the Audit Committee were held on 30th May 2024, 14 th August, 2024,18 th October, 2024, 17 th January, 2025. The Audit Committee was re-constituted at the Board meeting held on February 5, 2025.

As on 31st March 2025, the composition of the Audit Committee was as follows

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

Due to change in constitution of Board of Directors, the committee was reconstituted on April 12, 2025 and subsequently on September 05, 2025.

As on date the Audit committee consists of:

Name of the Members	Category	Designation
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Rajnish Pandey	Executive Non-Independent Director	Member

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee (NRC) in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with the responsibility, inter alia, of identifying persons qualified to become Directors, Key Managerial Personnel and members of Senior Management, formulating criteria for determining qualifications, positive attributes and independence of Directors, recommending a policy relating to the remuneration of Directors, KMPs and Senior Management, carrying out performance evaluation of the Board and its Committees, devising a policy on Board diversity and overseeing succession planning. During the period under report, 2 meetings of the Nomination and Remuneration Committee were held on January 3, 2025, 5 th February, 2025, The

Nomination and Remuneration Committee was re-constituted at the Board meeting held on February 5, 2025.

As on 31st March 2025, the composition of the NRC are as follows:

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

As on date, the composition of the NRC are as follows

Name of the Members	Category	Designation
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Chairperson
Ms. Chetna Gupta	Independent, Non -Executive Director	Member
Ms. Lucy Massey	Independent, Non -Executive Director	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company believes that its members are amongst its most important stakeholder.The Stakeholder Relationship Committee was re-constituted at the Board meeting held on February 5, 2025. During the period under report, one Stakeholder Relationship Committee meeting was held on 5 th February, 2025

As on 31st March 2025, the composition of the SRC was as follows:

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

As on date the Stakeholder Relationship Committee consists of:

Name of the Members	Category	Designation
Ms. Lucy Massey	Independent, Non -Executive Director	Chairperson
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member
Mr. Rajnish Pandey	Executive Non-Independent Director	Member

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and as also Committees of the Board.

Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

CERTIFICATE FROM PRACTICING COMPANY SECRETARIES

The Company hereby confirms that none of its directors have been debarred or disqualified from appointment or continuation as directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority. A certificate to this effect has been obtained from Ms. Neha Poddar, Practicing Company Secretary, and is included as part of this report as Annexure III.

The Board is comprised of highly experienced individuals of esteemed repute, exhibiting a diverse and balanced mix of Executive and Non-Executive Directors, with a majority of Independent Directors

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI (LODR), the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc..

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boards Report is annexed herewith as Annexure VII

The Company is a listed entity; however, in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to the Company as it has a paid-up equity share capital of ?6.50 crore and a net worth not exceeding ?25 crore as on the last day of the previous financial year. Therefore, a separate Corporate Governance Report required as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations has not been included in this Annual Report. The Company continues to adhere to good corporate practices and applicable statutory requirements, ensuring transparency and accountability in its operations and disclosures.The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended 31 st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the profits of the Company for the year 1 st April, 2024 to 31 st March, 2025.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Code of Conduct

The Board of Directors of the Company has approved a Code of Conduct and Business Ethics (Code) for all Board members, Key Managerial Personnel and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed the compliance of the same. A copy of the Code is available on the website of the Company viz. continentalcontrol.in

The members of the board and senior management personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2025. The annual report of the Company contains a certificate by the Whole Time Director, on the compliance declarations received from Independent Directors, Non-executive Directors and Senior Management is annexed herewith as Annexure -IV form parts of the Boards Report

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

STATUTORY AUDITORS

The Members of the Company, at the Annual General Meeting held on 30th September 2023, had appointed M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No. 105335W), as Statutory Auditors of the Company for a term from the conclusion of that AGM until the conclusion of the AGM for the financial year 2027-28 (i.e., from 30.09.2023 to 30.09.2028). However, M/s. D. Kothary & Co. resigned from their position vide letter dated 6th August 2025, resulting in a casual vacancy in the office of Statutory Auditor under Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder., the Board, on the recommendation of the Audit Committee, has proposed the appointment of M/s. Rafik & Associates, Chartered Accountants (FRN 146573W ) to hold office as Statutory Auditors from the conclusion of 30 th AGM till the conclusion of the 35 th AGM to be held in 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

M/s. Rafik & Associates have confirmed their eligibility and consent under Section 141 of the Companies Act, 2013

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on the recommendation of the Audit Committee, at its Meeting held on 05.09.2025 appointed Ms. Neha Poddar, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith as Annexure -VI form parts of the Boards Report

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of Ms. Neha Poddar, Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 30 th AGM forming part of this Annual Report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting had appointed M/s. Agarwal R C& Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2024-2025, to conduct Internal Audit of the Company.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

Cost Auditor

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-2025.

Extract of Annual Return

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at continentalcontrol.in

Frauds reported by auditors other than those which are reportable to the central government u/s 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2024-2025.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31 st March, 2025 is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILTIY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee. During the year, the provisions are not applicable to the Company.

LOANS AND INVESTMENTS

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31 st March, 2025, are set out in the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

?€? Timely and accurate financial reporting in accordance with applicable accounting standards.

?€? Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

Compliance with applicable laws, regulations and management policies

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Companys internal control systems and monitors the implementation of audit recommendations. The Company had appointed M/s. Agarwal R C& Co, Chartered Accountants as the Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the provisions are not applicable to the Company.

Change in nature of Business

The Board of Directors at its meeting held on 12th April, 2025 approved the change in the Main Object Clause of the Memorandum of Association of the Company, adopted the Memorandum of Association in conformity with the provisions of the Companies Act, 2013, and altered the Articles of Association by adopting a new set of Articles of Association of the Company. Subsequently, the approval of the shareholders for the aforesaid alterations was obtained at the Extraordinary General Meeting held on 5th May, 2025 through VC/OAVM. 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, mutual funds and asset management. 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION DURING THE YEAR

No material changes and commitments have occurred between the end of the financial year of the Company and the date of this report which could affect the financial position of the Company

OPEN OFFER

M/s. Onelife Capital Advisors Limited ("Acquirer") announced a mandatory open offer dated June 21, 2024in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to acquire up to 15,98,027 equity shares, representing 26% of the voting share capital of Continental Controls Limited ("Target Company"), from the public shareholders. The offer price was fixed at ?4.00 per equity share, payable in cash, aggregating to a total consideration of approximately ?63.92 lakhs. This open offer triggered pursuant to the execution of a Share Purchase Agreement dated March 6, 2024, under which the Acquirer agreed to acquire 24.56% of the shareholding

from the existing promoters, namely Mr. Navinchandra Gordhandas Thakkar, Mrs. Saroj Navinchandra Thakkar, Mr. Samir Navinbhai Patel, and Shree Krishna Controls Private Limited ("Selling Promoter Shareholders"), of the Target Company. Swaraj Shares and Securities Private Limited was appointed as the Manager to the Offer. Upon successful completion of the open offer, the Acquirers total shareholding in the Target Company is 24.56%, thereby resulting in change of control and reclassification of promoters in accordance with applicable SEBI regulations.

SHIFTING OF REGISTERED OFFICE

The Registered office of the Company was shifted to A- 356/357, Road No.26, Wagle Industrial Estate, MIDC, Thane (west), Maharashtra, India, 400604, w.e.f 12 th April, 2024 for operational Convenience.The Company shares its registered office premises with Onelife Capital Advisors Limited and other group companies.

ANNUAL EVALUATION BY THE BOARD

The Board, pursuant to the provisions of the Act and Listing Regulations, has carried out an Annual Evaluation of its own performance, performance of the Board Committees and of the individual Directors (including the Independent Directors) on various parameters.

The criteria for the evaluation of the performance of the Board, the Committees of the Board and the individual Directors, including the Chairperson of the Board was approved by the Nomination and Remuneration Committee ("NRC") of the Company. The Board decided to circulate the set of questionnaires for the performance evaluation to the directors and on the basis of those questionnaires, the evaluation of the Board Committees and of the individual Directors (including the Independent Directors) was done for the FY 2024-25.

The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(10) of the Companies Act, 2013, the Company has in place a Vigil Mechanism through a Whistle Blower Policy to promote ethical conduct and transparency. The mechanism provides a framework for reporting concerns regarding fraud, mismanagement or unethical practices, with adequate safeguards to ensure confidentiality and protection against victimization. A high-level Committee has been constituted to review such complaints and reports directly to the Audit Committee and the Board. During the financial year under review, no complaints were received under the Whistle Blower Policy.

ENVIRONMENTAL, SAFETY AND HEALTH

Your company is conscious of responsibility towards the environment and workplace safety. The Company undertakes continuous initiatives to reduce its environmental footprint through efficient energy usage, adoption of green IT practices, reduction of e-waste, and promotion of digital processes to minimize paper consumption. Adequate safety measures are in place at all office locations to ensure a secure and healthy work environment for employees. Regular awareness programs and training sessions are conducted to reinforce workplace safety and environmental consciousness.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Company is committed to ensuring a safe, secure, and respectful workplace for all its employees. In compliance with the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive policy to prohibit, prevent, and redress any form of sexual harassment. An Internal Complaints Committee (ICC) has been duly constituted to address grievances in a fair and transparent manner. Awareness and sensitization programs are conducted at regular intervals to promote a culture of respect and gender equality. The Board affirms that the Company continues to uphold a zero-tolerance approach towards sexual harassment and remains dedicated to maintaining a work environment based on dignity and inclusivity.

During the financial year ended March 31, 2025, Details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below:

Sr Particulars No.	No. of Complaints
1. Number of complaints of sexual harassment received during the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of complaints pending for more than ninety days	Nil.

COMPLIANCE ON MATERNITY BENEFIT ACT ,1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, which mandates inter alia enhanced maternity leave benefits, provision for creche facility (where applicable), and related welfare measures for women employees. xAll eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the law. No complaints or grievances relating to maternity benefits were reported during the financial year 202425.

The Company is committed to fostering a safe, inclusive, and supportive work environment for its women employees and ensures that all applicable laws safeguarding their rights and well-being are strictly followed.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT :

The Company does not have any of its securities lying in demat suspense account/ unclaimed suspense account / Suspense Escrow account arising out of public /bonus / rights issue / expiration of period of 120 days from date of issuance of Letter of Confirmation by the RTA in terms of SEBI Circular No. SEBI / LAD - NRO / GN /2022 / 66 dated 24 January 2022 read with SEBI Circular No SEBI / HO / MIRSD /MIRSD_RTAMB / P/ CIR/ 2022 / 8 dated 25 January, 2022 in matters w.r.t issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; subdivision / splitting of securities certificate; consolidation of securities certificates /folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

MANAGERIAL REMUNERATION

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors Report in Annexure V if any.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. During the year under review, the Company has entered into contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

The details of related party transactions as required under provisions of section 134(3) of the Companies Act 2013 are provided in Form AOC-2, which is annexed to this Directors Report as Annexure I.

CONFLICT OF INTERESTS

To maintain transparency, the Directors annually disclose their external board and committee roles, with updates throughout the year. This practice supports the Company commitment to avoiding conflicts of interest. The Members of the Board restrict themselves from any discussions and voting in transactions in which they have concerns or interests.

As there is no CEO in the Company, CFO of the Company, Ms. Megha Raut has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 March, 2025 which is annexed to this Boards Report as Annexure II .

INSIDER TRADING

The Company has instituted a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company. In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations), the Company has established systems and procedures to prohibit insider trading activity and has framed the Code of Prohibition of Insider Trading (the "Code"). The Code of the Company prohibits the designated employees from dealing in the securities of the Company on the basis of any Unpublished Price Sensitive Information (UPSI), available to them by virtue of their position in the Company. The objective of this Code is to prevent the misuse of any UPSI and prohibit any insider trading activity to protect the interests of the shareholders at large. The Board of Directors of the Company has adopted the Code and formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of the SEBI PIT Regulations. The Company Secretary has been appointed as the Compliance Officer for ensuring implementation of the Code. The Code is available on the website of the Company at www.continentalcontrol.in.

Investors Correspondence

I. For transfer/dematerialization of shares Purva Sharegistry (India) Private Limited Unit No.9, Shiv Shakti Industrial Estate, Lower Parel (E ),

Mumbai - 400 011

Tele: 022 - 41343255, 41343256

Email: support@purvashare.com

Note: Shareholders holding shares in electronic mode should address all correspondence to their respective Depository Participants.

ii. Any query on Annual Report Secretarial Department Continental Controls Ltd.

Plot No. A 356/357, Road No. 26, Wagle Industrial Estate, MIDC,Thane (West) - 400604, Maharashtra, India Email:compliance@.continentalcontrol.in Phone:022- 41842289

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the valuable assistance, cooperation and continued support received from the Companys bankers, financial institutions, government authorities, customers, vendors, members, and other stakeholders during the year under review.

The Directors also acknowledge and appreciate the dedicated efforts, commitment, and contribution of the employees at all levels, which have been instrumental in the Companys growth and progress.

By Order of the Board of Directors Continental Controls Limited

Sd/-

Sd/-

Rajnish Kumar Pandey Whole Time Director DIN: 01096119)

Lucy Maqbul Massey Director

(DIN:09424796)

Date: 05.09.2025 Place: Thane