Continental Petroleums Ltd Directors Report

To

The Members,

Continental Petroleums Limited,

The Directors take pleasure in presenting their 39^th Report and Audited Financial Statements of the Company for the financial year 2024-25

1. Financial Review

Financial Result

Particulars	Year Ended 31st March, 2025	Year Ended 31st March,
		2024
Business Income	11290.71	5302.91
Other Income	142.09	195.16
Total Income	11432.8	5498.07
Profit/(Loss) before Interest, Depreciation and Tax	803.26	598.31
Less: Interest (finance cost) and Depreciation	206.21	213.46
Profit/(Loss) before tax	597.05	384.85
Exceptional Item	-	-
Less: Current Tax	154.57	83.68
Deferred Tax	11.53	27.86
Profit/(Loss) for the period	430.95	273.31

Notes: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.

2. Financial Performance

During the year under review the Company has generated Rs. 11290.71 (In Lacs) as revenue from operations against Rs.5,302.91 (In lacs) in the previous year. The profit After Tax (PAT) attributable to shareholders for financial year ended 31st March,2025 is Rs. 430.95 (In lacs) as against net profit of Rs.273.31 (In lacs) in the previous year.

3. State of Companys Affairs

Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.

4. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such no specific details are required to be given or provided.

5. Change in Nature of Business. If any

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2024-25 and the Company continues to carry on its existing business.

6. Subsidiary/Associate/Joint Venture Company

During the reporting period no Company has become or ceased to be a subsidiary/joint venture or associate.

7. Dividend

Your directors do not recommend any dividend for the financial year ended on 31st March, 2025.

8. Transfer to Reserves

During the period under review, no amount has been transferred to any reserves.

9. Deposits

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period, although there were some transactions made by the company not considered as deposit as per rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014.

10. Share Capital

The Current Capital Structure of the Company is given below:

Authorized Capital:

During the year, the Company sought and obtained the necessary approvals to increase its authorized share capital. Pursuant to the resolution passed by the shareholders at the Extraordinary General Meeting held on 15-01-2025, the authorised share capital of the Company was increased from existing Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each to Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 2,00,00,000 (Two Crores) Equity Shares of face value of Rs. 5/- (Rupees Five only) by the creation of additional Rs.7,00,00,000 (Rupees Seven Crore only) additional share capital ranking pari- passu in all respect with the existing Equity shares of the Company.

Issued Capital:

The Issued Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of Rs. 5/- (Rupees Five only) each.

Subscribed & Paid-up Capital:

The Subscribed & Paid-up Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of 5/- (Rupees Five only) each.

During the year under review; the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares or any convertible instruments. The Company has only one class of Equity Share having a par value of Rs. 5/-. Each holder of share is entitled to one vote per share with same rights.

The members of the Company on January 15, 2025, approved the preferential allotment of 48,55,460 warrants convertible into equity shares of face value of Rs. 5/-, for cash, by way of a preferential Allotment, at an issue price of Rs. 110/- per warrant in the Promoter and Non-Promoter Category and 6,44,540 warrants convertible into equity shares of face value of Rs. 5/-, for cash, for consideration other than cash (i.e. swap of shares) towards payment of the total consideration payable for the acquisition of 24,796 Equity Shares representing 49.58% shareholding of the Unique Techno Associates Private Limited on a preferential basis to the shareholders of the Unique, who are also the Promoter and Promoter Group of the Company at an issue price of Rs.110/-.

After the closing of FY 2024-2025,the Company has received 25% of the total consideration payable against each warrant from the warrant holder consequently the Board of Directors on June 09, 2025 approved the allotment of 43,15,250 convertible warrants each convertible into or exchangeable for 1 fully paid up Equity Share of the Company having a face value of Rs. 5/- each to the Promoter and Promoter Group and Non-Promoters for cash at an issue price of Rs. 110/- (including a premium of Rs. 105/- per Warrant ) aggregating upto Rs. 474,677,500/-.

Further, the Board of Directors on June 09, 2025 approved the allotment of 4,97,250 convertible warrants each convertible into or exchangeable for 1 fully paid up Equity Share of the Company having a face value of Rs. 5/- for consideration other than cash (i.e. swap of shares) towards payment of the total consideration payable for the acquisition of 19,127 Equity Shares representing 38.20% shareholding of the Unique Techno Associates Private Limited to Promoter and Promoter Group of the Company at an issue price of Rs.110/- (including a premium of Rs. 105/- per Warrant aggregating upto Rs. 54,697,500/- by way of preferential allotment.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies, judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The annual accounts have been prepared on a going concern basis.

e. Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Details in respect of adequacy of Internal Financial Control with reference to the Financial Statements

The Company has adequate internal controls and processors in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

13. Corporate Social Responsibility (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee. However, for the year 2025-2026 company meets the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate social Responsibility Policy) Rules, 2014. So, there is requirement to formulation of CSR Policy and company has formulated CSR policy.

14. Details of Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going concern status and Companys operation in future on achievements of operational and strategic goals, compliance with policies, procedures applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

15. Particulars of contracts or arrangements with Related Party

Related Party Transactions during the financial year 2024-25 were on arms length basis and in ordinary course of business. They were all in compliance with the applicable provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

All such transactions are placed before the Audit Committee for review/approval. The necessary omnibus approvals have been obtained from Audit Committee wherever required. There were no material Related Party Contracts/ Arrangements/Transactions made by the Company during the year 2024-25 that would have required Shareholders approval under provisions of Section 188 of the Companies Act, 2013 or of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

The Company has adopted a Related Party Transactions Policy duly approved by the Board, which is uploaded on the Companys website & may be accessed at www.contol.in Pursuant to the provisions of section 188 of the Act read with rules made there under and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year 2024-25 were in the ordinary courses of business and at arms length basis.

Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into during financial year 2024-25 and the same was also placed before the Board for seeking their approval. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company. For the financial year 2025-26, the Board and the Audit Committee in their meeting held on 20^th May, 2025 had granted omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rule 2014 is annexed as "Annexure 1" to the Boards Report.

17. Particulars of Employees and related disclosures

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules")is annexed herewith as "Annexure 2" forming integral part of this report.

18. Management Discussion & Analysis Report

A detailed review of operations, performance and future outlook of the Company and its business is given under the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate section to this Annual Report.

19. Corporate Governance Report

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from M/s R.P. Khandelwal & Associates, Chartered Accountants (FRN: 001795C)confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.

20. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and177(10) of the Act read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ‘Whistle Blower Policy for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The Whistle Blower Policy may be accessed on the website of the Company at www.contol.in.

21. Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews the risk management. The management is however, of the view that no risk element is identified which in opinion of the Board may threaten the existence of the Company.

22. Auditors

a) Statutory Auditors and their report

M/s. RP Khandelwal & Associates (FRN: 001795C), Chartered Accountant was appointed as the Statutory Auditors of the Company in the 36^th AGM for a term of 5 years who shall hold office till the conclusion of 41st Annual General Meeting to be held in the year 2027. They have audited the financial statements of the Company for the year under review.

Auditors determines that the Company is providing a fair and accurate representation of its financial position by examining financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2024-25 have given unmodified opinion.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the Listing Regulations, your Board had appointed CS Trishla Gupta, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Board in its meeting dated May 20, 2025 had re-appointed CS Trishla Gupta, Practicing Company Secretary as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report is issued in Form MR-3 by Trishla Gupta, Practicing Company Secretary, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025, in relation to compliance of all applicable provisions of the Companies Act, 2013, is set out in the "Annexure 3(i)" to this Annual Report. The

Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Compliance Report issued by CS Trishla Gupta for the financial year ended March 31, 2025, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of

Regulation of the Listing Regulations, is set out in "Annexure 3(ii)" to this Annual Report.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act. c) Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2024-25.

The Board in its meeting dated May 20, 2025 had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal Auditors of the Company to carry out Internal Audit of the Company for the financial year 2025-26.

During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

d) Reporting of Fraud by Auditors

During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as specified under section 143(12) of the Act.

e) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the maintenance of cost audit records is applicable on the company. Pursuant to the provisions of Section 148(1) of the Companies Act, the Board of Directors has approved the appointment of Mr. Babu Lal Maharwal (Proprietor of M/s MAHARWAL & ASSOCIATES) Cost Accountants bearing Firm Registration No. 101556, as the Cost Auditor for the financial year 2025 26 at its Board meeting held on 11^th August,2025."

23. Disclosure on confirmation with the Secretarial Standards

Company has complied with the Secretarial Standards issued by Institute of Companies Secretaries of India (ICSI) on Board Meetings (SS- 1) and General Meetings (SS-2).

24. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.contol.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

25. Human Resources

Company values its Human Resources the most. To keep their morale high, Company extends several welfare benefits to the employees and their families by way of comprehensive medical care, education, housing and social security.

26. Managing grievances

Our Companys Grievance Redressal Mechanisms ensure that all employees can raise issues and concerns as simply as possible. The Whistle Blower Policy provide for reporting in confidence of issues like child labour, etc. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

Further, as per the Child Labour (Prohibition &Regulation) Act 1986, Company takes due care about child labour and in the management of the Company there is no employee whose age is below 18 years of age.

27. Directors/KMP

Board of Directors

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/ Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards/ Committees approval is taken by passing resolutions through circulation or by calling Board/

Committee meetings at short notice, as permitted by law.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of eight Directors, consisting of four Independent Directors , three Executive Directors and one Women Director as on March 31, 2025 who brings in a wide range of skills and experience to the Board.

During the Financial Year 2024-25 there was change in the Directors of the Company. Mr. Ram Nath Karol (DIN:00414741) and Mr. Goverdhan Dass Sethi (DIN:01216222) retired as Independent Non-Executive Directors of Company with effect from 4th September, 2024 upon completion of their second term of five consecutive years. The Board appreciated for the services rendered by them during their tenure.

The Board on the recommendation of NRC and in accordance with the provisions of the Act and SEBI Listing Regulations, appointed Mr. Shambhu Lal Gupta (DIN:10749486) and Mr. Ravi Jain (DIN:10750509) as additional and Non-Executive Independent Directors on the Board for a tenure of 5 years from 28th September 2024 upto 3rd September, 2029, which were further appointed as Independent Directors by the approval of the members at the Annual General Meeting held on 28-09-2024.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mr. Navneet Khandelwal (DIN:00414636), Director of the Company, is liable to retire by rotation at ensuing 39^th Annual General meeting and being eligible, offers himself for reappointment.

Declaration from Independent Directors

Your Company having four (4) Independent Directors which are in accordance with the requirement of Listing Regulation as well as under the Act.

The Company has received necessary declaration from all the Independent Directors to the effect that

(i) they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company;

(ii) They have registered themselves with the Independent Directors Database maintained by the IICA.

In the opinion of the Board, they fulfill the conditions specified in the Act and Rules made thereunder for the appointment as Independent Directors and are Independent of the Management.

The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Act.

The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that independent directors of the company fulfill the conditions specified in the Act and the Listing Regulations and that they are independent of the management. The details of the familiarization programs imparted to the Independent Directors are also covered in the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Mr. Madan Lal Khandelwal (Managing Director), Mr. Navneet Khandelwal (Chief Executive Officer), Mr. Vikrant Khandelwal (Chief Financial Officer)and Mrs. Nandini Dhoot (Company Secretary cum Compliance Officer) are the Key Managerial Personnel of the Company. During the year under review, there were changes to the Key Managerial Personnel of the Company. Mrs. Nandini Dhoot had been appointed as Company Secretary cum Compliance Officer w.e.f 01-11-2024 due to resignation caused by Ms. Shefali Bidawatka on 31^st July,2024.

28 .Number of Meetings of Board of Directors

During the financial year 2024-25, the Board of Directors met 9 (nine) times. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is a part of this report.

29.Meeting of Independent Directors

Your Company conducted a separate meeting of Independent Directors on 20^thMarch, 2025 without the presence of the Non-Independent Directors and members of Management of the Company.

At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of Non-Independent Directors, the Board as a whole and of the Chairman.

30 .Audit Committee

During the year under review, the Audit Committee was re-constituted and comprises of three Non-Executive Directors, viz; Mr. Govind Sharan Khandelwal (DIN: 09519474), Mrs. Rekha Sharma (DIN: 09260368) and Mrs. Radhika Khandelwal (DIN:00414678). The Chairman of the Committee is Mr. Govind Sharan Khandelwal. The composition and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

31.Nomination and Remuneration Committee

The Nomination and Remuneration Committee was re-constituted and comprises of three Non-Executive Directors, viz; Mr. Govind Sharan Khandelwal (DIN: 09519474), Mrs. Rekha Sharma (DIN: 09260368) and Mrs. Radhika Khandelwal (DIN:00414678). The Chairman of the Committee is Mr. Govind Sharan Khandelwal. The details of Nomination & Remuneration Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

32.Stakeholders Relationship Committee

During the year under review, the Stakeholders Relationship Committee was re-constituted and consists of Mrs. Radhika Khandelwal (DIN: 00414678), Non-Executive Director acting as Chairperson of the Committee and Mrs. Rekha Sharma (DIN: 09260368) and Mr. Govind Sharan Khandelwal (DIN: 09519474), Independent Directors, as members of the Committee. The details of Stakeholders Relationship Committee Meetings and attendance of Committee Members are provided under Corporate Governance Report.

33.Policy on directors appointment and remuneration and other details

Company firmly believes in nurturing a people friendly environment, which is geared to drive the organization towards high and sustainable growth. Each and every personnel working with Company strives to achieve the Companys vision of being the best in the industry. Its Remuneration Policy is therefore designed to achieve this vision. The policy has been approved by the Board on the recommendation of Nomination cum Remuneration Committee. The policy is applicable to Directors, Key Managerial Personnel (KMP) and other employees.

The directors and KMPs are appointed on the recommendation of Nomination cum Remuneration Committee in terms of Companies Act, 2013. The factors for deciding the Remuneration of working directors, KMPs and senior executives includes, responsibility and profile of Individual, remuneration packages of peer group, accolades and recognition conferred on the individual, performance of the sector in which company operates, overall performance of the Company. The Remuneration Policy can be accessed on the website of the Company at www.contol.in

34.Familiarization programme for Independent Directors

In order to acquaint the new directors with the Company, a detailed presentation is given to them at the time of their appointment which covers their role, duties and responsibilities, Companys strategy, business model, operations, markets, organizational structure, products, etc. A detailed presentation along similar lines is sent to existing Independent Directors every year to keep them appraised of the above details. As part of Board discussions, presentation on performance of the Company is made to the Board during its meeting(s). Plant visits are also arranged for Independent Directors from time-to time for better understanding of the Companys operations. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.contol.in

35.Code of conduct

To comply with the requirements of Regulation 17(5)of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code").

All Board members and senior management personnel have confirmed compliance with the Code for the year 2024-25. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Companys website.

36.Performance Evaluation of Board, Its Committees & Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each director in the affairs of the company, duties performed by each Director and targets achieved by company during the year. The Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said evaluation in current year as well as in previous year.

37.Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013(POSH Act)

The Company has zero tolerance for sexual harassment at workplace and has a policy on prevention, prohibition and redressal of sexual harassment at workplace in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The following is the summary of complaints received and disposed of during the financial year:

Number of sexual harassment complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending for more than 90 days	NIL

38. Compliance under the Maternity Benefit Act, 1961

The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to:

a) Grant of maternity leave to eligible employees,

b) Provision for nursing breaks, and c) Ensuring protection against dismissal during maternity leave and other associated entitlements.

39.Particulars of loans, guarantees or investments by the company

During the period under review the Company did not give any Loans, Guarantee and made Investments under section 186 of the Companies Act, 2013.

40 .Other Matters

- There were no transactions during the year under review regarding Buyback of shares.

- There were no transactions during the year under review regarding Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

- There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.

For & on Behalf of Board of Directors

CONTINENTAL PETROLEUMS LIMITED

Sd/-

Madan Lal Khandelwal

Chairman & Managing Director

DIN: 00414717

Date: 5th September, 2025

Place: Jaipur