Continental Securities Ltd Directors Report

Dear Shareholders,

The Board of Directors of your Company ("The Board") is delighted to present before you the 36th Annual Report, reflecting Growth, Operational and Financial performance of Continental Securities Limited ("the Company" /"CSL"/ "Your Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

Company overview

During the Financial Year 2024 25, the Company expanded its product portfolio by entering the Mutual Fund distribution business, which has shown promising growth and performance. The Company continued its track record of rewarding shareholders by declaring dividends in both FY 2024 25 and FY 2025 26. The dividend declared for FY 2024 25 was 0.05 per equity share, and the dividend declared for FY 2025 26 was also 0.05 per equity share.

The Company currently operates four branches in Jaipur, Rajasthan, and remains committed to expanding its reach and strengthening customer relationships through quality financial services.

1. SUMMARY OF FINANCIAL RESULTS:

The highlights of financial performance of the Company for the financial year ended March 31, 2026, are summarized hereunder:

Particulars	For the Wnancial	For the Wnancial
(Rupees in Lacs)	year ended	year ended
	31st March, 2026	31st March, 2025
	(Rs.)	(Rs.)
Revenue from Operation including other income	394.40	284.08
Expenses excluding Depreciation	91.58	97.28
Depreciation and Amortization	12.55	5.58
ProRt (Loss) Before Tax	290.26	181.22
Extraordinary items	-	-
Current Tax	72.52	48.49
Deferred Tax Adjustment	(1.28)	(0.12)
ProRt (loss) After Tax	219.03	132.86
Dividend proposed	15.23	14.63
Net xed assets	26.73	37.24
Share capital	609.06	525.06
Reserve & Surplus ProRt/(Loss)	1987.43	1205.53

The above gures are extracted from the financial statements prepared in accordance with Indian Accounting Standards ("Ind AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed Audited Financial Statements as stated above are presented as a separate section of this Annual Report.

2. Operations

As a nance company, your Company remains focused on building a high-quality loan portfolio through prudent lending practices and robust monitoring and recovery mechanisms. The Company is committed to maintaining asset quality and ensuring sustainable growth.

The Company continuously strives to improve operational efIciency and service standards, delivering timely and customer-centric financial solutions.

3. Transfer to Reserves

Under Section 45-IC (1) of Reserve Bank of India ("RBI") Act, 1934, non-banking financial companies ("NBFCs") are required to transfer a sum not less than 20% of its net proRt every year to reserve fund before declaration of any dividend. Accordingly, your Company has transferred a sum of Rs. 43.80 lakhs to Statutory Reserve.

4. Dividend

The Board of Directors are pleased to recommend a dividend of Rs. 0.05 per share (2.50%) subject to tax, for the financial year ended March 31, 2026, on 3,04,53,000 equity shares of Rs. 2 each fully paid-up.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting ("AGM") scheduled to be held on Monday, September 28, 2026 If approved, this will involve an outflow of Rs. 15,22,650.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Companys Dividend Distribution Policy, as adopted in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations" "SEBI Listing Regulations") is available on the website of the Company at the link: (www.continentalsecuritiesltd.com) and part of this report as Annexure IV.

5. Due dates for transfer of unclaimed dividend to investor education and protection fund

The Company has declared and distributed dividend for the Financial Year 2024 25. Pursuant to the provisions of Section 125 of the Companies Act, 2013, any dividend remaining unclaimed or unpaid for a period of seven consecutive years from the date of its transfer to the Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, the unclaimed dividend pertaining to the Financial Year 2024 25 is due for transfer to the IEPF in the year 2032, upon the expiry of the prescribed seven-year period, together with the corresponding shares, if applicable, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Unpaid/Unclaimed Dividend: The Company has taken necessary steps to facilitate shareholders in claiming their unpaid/unclaimed dividend before transfer to the Investor Education and Protection Fund ("IEPF"). The concerned shareholders have been suitably intimated to claim their unpaid/unclaimed dividend and update their KYC, bank account/bank mandate and other relevant details, as applicable. The details of unpaid/unclaimed dividend and the respective dates by which such dividend is due for transfer to IEPF are made available on the Companys website. The Company has also made the requisite intimations/disclosures to the Stock Exchanges, wherever applicable.

6. Change in the nature of business (If any)

There has been no change in the line or nature of business that the Company is operating in during the year under review in financial year 2025-2026. The company is actively engaged in the Gold Loan business segment and Mutual fund Business Operations.

7. Information about subsidiary/ associate company:

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.

8. Settlement with bank or financial institution:

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

9. Indian accounting standards:

The annexed financial statements for the Financial Year 2025-26 and corresponding gures for 2024-25 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

10. Material changes and commitments/ details of signiJcant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

As on the date of this report, there are no material changes and commitments affecting the financial position of the company have occurred. No signiJcant or material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and/or the Companys operations in future.

11. Disclosure on secretarial standards by directors:

The company complies with all applicable Standards. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

12. Directors responsibility statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, conRrm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 proRt of the company for that period;

3. Proper and sufXcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

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

13. Share capital/ capital structure:-Authorized Capital

During the Financial Year under review, there has been no change in the Authorized Capital of the Company.The company has Authorised capital of the company 10,00,00,000 divided into 5,00,00,000 shares having a face value 2/- Rs. each during the year after Sub-division of shares.

Issued, Subscribed & Paid up Capital

The Company has an Issued, Subscribed, and Paid-up Share Capital of 6,09,06,000, comprising 3,04,53,000 equity shares of 2 each. The Company has only one class of equity shares.

During the financial year 2024 25, the Company issued 55,00,000 Convertible Warrants on a preferential basis at an issue price of 21 per warrant, comprising a face value of 2 and a premium of 19 per warrant. These warrants are convertible into equity shares of the Company.

During the financial year 2025 26, the Company converted and allotted 42,00,000 warrants into equity shares to both promoters and non-promoters on a preferential basis. Consequently, the Issued, Subscribed, and Paid-up Share Capital of the Company stands at 6,09,06,000, divided into 3,04,53,000 equity shares of 2 each.

The remaining 13,00,000 warrants are converted into equity shares during the financial year 2026 27, subject to the applicable terms and conditions governing such conversion.

As on the date of this Report, there are no outstanding warrants of the Company.

Additionally, the company has not issued any Sweat Equity Shares or Employee Stock Options.

14. Listing of shares

Shares of company are listed on Bombay Stock Exchange and its scrip code is 538868 and ISIN No. INE183Q01020. The shares of the Company are actively traded on BSE Limited ("BSE") and have not been suspended from trading.

15. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016 (IBC).

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

16. Audit and auditors

1 - Statutory Auditors and Auditors Report

In terms of provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and RBI Guidelines for appointment of Statutory Auditor(s), M/s R.P. Khandelwal & Associates, Chartered Accountants (Firm Registration No. 001795C) were Appointed Statutory Auditors of the company at 32nd Annual General Meeting for a period of ve years i.e. till the conclusion of the 37th Annual General Meeting of the company.

The Remuneration of the said Auditors is proposed to be xed by the Board on the recommendation of Audit Committee. The said Auditor will be paid out of pocket expenses in connection with the audit.

The Statutory Auditors have not made any adverse comments or given any qualiDcation, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for Financial Year 2025-26 and the Report is self-explanatory. Further, the Statutory Auditors have not reported any fraud in terms of Section143 (12) of the Act.

The Statutory Auditors hold a valid Peer Review Certificate (Certi cate No. 023405) as prescribed under the applicable Listing Regulations.

Pursuant to the RBI Master Directions Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016, the Statutory Auditors have submitted the requisite additional report for the Financial Year 2025 26 to the Reserve Bank of India (RBI). The report did not contain any qualiDcations, observations, or adverse remarks.

2- Secretarial Auditors and Secretarial Audit Report

M/s. Mahendra Khandelwal & Co, Company Secretaries (S2001RJ047800 / Peer Review Certificate No.1937/2022), have carried out Secretarial Audit of the Company for the Financial Year 2025-26 in accordance with the provisions of Section 204 of the Act read with the rules made thereunder.

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report in Form MR-3 for the Financial Year 2025 26 is annexed to this Report as Annexure-II and forms an integral part of the Annual Report.

The Secretarial Audit Report is self-explanatory and does not contain any qualiDcation, observation, adverse remark, or disclaimer.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, listed entities are required to appoint a Secretarial Auditor for a term of ve consecutive years, subject to the recommendation of the Board of Directors and approval of the shareholders at the Annual General Meeting.

Consequently, in accordance with, Section 204 of the Act, the Board of Directors, has recommended the appointment of M/s. Mahendra Khandelwal & Co, Company Secretaries (S2001RJ047800 / Peer Review Certificate No.1937/2022) Company Secretaries as Secretarial Auditors of the Company for a period of 5 (Five) consecutive Years effective from FY 2024-25 upto FY 2029-30, to the Shareholders of the Company for their approval.

The Company has obtained consent and eligibility certificate from the above audit rm under applicable rules and laws that they are not disqualified and are eligible to hold the office as Secretarial Auditors of the Company, if appointed. such Secretarial Auditor must be a peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and should not be disqualified to act as a Secretarial Auditor and cannot render prohibited services in accordance with the Listing Regulations and as speciHed by ICSI.

The approval of the Members for the appointment of the Secretarial Auditor was obtained at the 35th Annual General Meeting (AGM) of the Company held during the Financial Year 2024 25. Further, the approval of the Members is being sought for the xation of remuneration payable to the Secretarial Auditor for the Financial Years 2024 25 to 2029 30.

3 - Internal audit & internal financial control and its adequacy

The Audit Committee and Board of Directors have approved Internal Control frame work for the internal financial control to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efIcient conduct of its business, including adherence to Companys policies, safe guarding of its assets ,prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information and disclosures.

The Audit Committee periodically reviews and evaluates the effectiveness of internal financial control system. Pursuant to section 138 of company Act, 2013 read with companies

(Audit and Auditors) Rules, 2014, every listed company is required to appoint an internal Auditor or a rm of internal Auditors to carry out internal Audit of the company.

The Board has re-appointed M/S Ajay Khandelwal & Associates, Chartered Accountants, Jaipur (Firm Reg.No.012738C) as the internal Auditor of the company for the financial year 2026-27.

The internal Audit Report is received yearly by the company and the same is reviewed and taken on record by the Audit Committee and Board of Directors. The Yearly Internal Audit Report as received for the financial year 2025-26 is free from any QualiDcation.

17. Directors /key managerial personnel/Senior management personnel:

Your Companys Board of Directors is committed in upholding the highest standards of integrity, which serve as the cornerstone of the Companys governance framework.

The Board of Directors of the Company is a panel of members having diverse set of competencies, demonstrated experience, personal integrity, ethics, and Governance expertise. In addition to possessing relevant skills, Directors exhibit leadership qualities that contribute to the effective stewardship of the organization.

In accordance with Section 149 of the Act, Regulation 17 of SEBI (LODR) Regulations, 2015 and the RBI Master Direction (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 as amended from time to time, your Company has optimum mix of Executive, Non-Executive and Independent Directors (including one women indenpendent director).

The Board assumes a critical role in overseeing management operations and ensuring alignment with the short-term and long-term interests of stakeholders. This belief is reflected in CSL governance practices, under which the Company strives to maintain an effective, informed and independent Board.

The members of the Companys Board of Directors are eminent persons of proven competence and integrity. Non-Executive Directors, including Independent Directors, play a critical role in imparting value to the Board processes by bringing an independent judgment in the areas of strategy, performance, resource management, financial reporting, the overall standard of Companys conducts etc.

The Board has identified the core competencies (like Accounting & Finance, Legal & Compliance, Strategic Development & Execution, Governance Board Role etc.) and some specialized skills as essential for the effective functioning of the Company as a Non-Banking Financial Company ("NBFC").

Composition of Board of Director as on 31st March 2026 and changes during the year

The Board of the Company comprises of 6 (Six) Directors, comprising 3 (Three) Non-Executive Independent Directors (including 1 (One) Women Director), 1 (One) Executive Director and 1 (One) Managing Director and 1(One) is Non-Executive Non-indenpendent director as on March 31, 2026 who build strong foundation in business principles and leadership.

S. No. Name of Directors	Designation
1. Mr. Rajesh Khuteta	Managing Director
2. Ms. Mahima Khuteta	Executive Director
3. Mr. Yash Khuteta	Non-Executive Non-Independent Director
4. Mr. Govind Sharan Khandelwal	Non-Executive Independent Director
5. Mr. Anant Sharma	Non-Executive Independent Director
6. Mrs. Annu Sharma Khandelwal	Non-Executive Independent Director

During the year under review:

Appointment of Director

During the Financial Year under review, the Board of Directors, at its meeting held on August 29, 2025, appointed Mr. Yash Khuteta (DIN: 10804110) as a Non-Executive Non-indenpendent Director of the Company. Subsequently, the Members approved his appointment at the 35th Annual General Meeting (AGM) held on September 22, 2025.

Re-Appointment of Directors Retiring by Rotation:

Pursuant to the provisions of Section 152 of the Act, Ms. Mahima Khuteta (DIN:-08245957)

Director of the Company, who retired and being eligible, was re-appointed with the approval of Members at the 35th Annual General Meeting (AGM) held on September 22, 2025.

Composition of Key Managerial Personnel /Senior management personnel other than Board of Directors):

Pursuant to the provisions of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the following are the Key/Senior Managerial Personnel of the Company:

- Mr. Hemant Gupta, (Chief Financial OfIcer)

- Mrs. Pravita Khandelwal, (Company Secretary and compliance of cer)

- Ms. Mahima Khuteta (Chief Operating OfIcer (COO)

During the year under review:

During the Financial Year under review, Mr. Hemant Gupta resigned from the position of Chief Financial OfIcer (CFO)/ Key Managerial Personnel (KMP) of the Company with effect from October 15, 2025.

Subsequently, pursuant to the provisions of Sections 179(3) and 203 of the Companies Act, 2013 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved his re-appointment as Chief Financial OfIcer (CFO)/Key Managerial Personnel (KMP) of the Company with effect from October 31, 2025.

18. Committee details

The Boards of Directors of the Company has constituted various Committees in Compliances with the Provision of the Companies and SEBI listing Regulations, such as Audit Committee, Nomination and Remuneration Committee, Shareholder Relationship Committee, Risk Management committee. these Committees have been constituted to ensure effective oversight, strategic decision-making, and regulatory compliance, in alignment with the provisions of applicable laws and statutes:

Audit Committee("AC")

Brief Purpose: - Oversees the Companys financial reporting and internal controls.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Board comprises Mrs. Annu Sharma Khandelwal (DIN: 07562588), Non-executive Independent Director, as the Chairperson of the Committee, Mr. Govind Sharan Khandelwal (DIN: 09519474), Non-executive Independent Director, and Ms. Mahima Khuteta (DIN: 08245957), Executive Director, as Members of the Committee.

During the Financial Year under review, all recommendations made by the Audit Committee were duly accepted by the Board of Directors.

Nomination and Remuneration Committee ("NRC")

Brief Purpose:- Responsible for identifying and nominating new Board members, KMPs & SMPs and overseeing the Boards governance practices.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee comprises Mrs. Annu Sharma Khandelwal (DIN: 07562588), Non-executive Independent Director, as the Chairperson of the Committee, and Mr. Govind Sharan Khandelwal (DIN: 09519474) Non-executive Independent director and, Mr. Yash Khuteta (DIN:-10804110), Non-Executive director as Members.

During the Financial Year under review, all recommendations made by the Nomination and Remuneration Committee were duly accepted by the Board of Directors.

Stakeholders Relationship Committee("SRC")

Brief Purpose: - Ensuring good corporate governance and maintaining a positive relationship with stakeholders.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee comprises Mr. Yash Khuteta (DIN: 10804110), Non-Executive Director, as the Chairperson of the Committee, and Mrs. Annu Sharma Khandelwal (DIN: 07562588) and Mr. Govind Sharan Khandelwal (DIN: 09519474),are Non-executive Independent Directors, as Members of the Committee.

During the Financial Year under review, all recommendations made by the Stakeholders Relationship Committee were duly accepted by the Board of Directors.

The Committee administers transfer and transmission of shares, non-receipt of annual report, non-receipt of declared dividends/interests, Issue of duplicate certificates, change of status of members, change of name, transposition, sub-division of share certificates, consolidation of shares, dematerialization/ of shares and resolves the grievances of various security holders of the Company.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholder of the Company.

Committee meets time to time as as per its requirements. The Committee facilitates prompt and effective redressal of stake holder/investors complaints-

"Number of complaints received- 1(SEBI-SCORES PORTAL)

Details of complaint:-Complaint received from the shareholder of mr. sameer nard dated 03.03.2026. "Number of complaints solved to the satisfaction of shareholders-NIL

"Number of pending share transfers- NIL

As at 31st March, 2026. No shares were pending for transfer.

Risk Management Committee ("RMC")

Brief Purpose: - Assesses and manages Companys risks.

Pursuant to the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Risk Management Committee comprises Ms. Mahima Khuteta (DIN: 08245957), Executive Director, as the Chairperson of the Committee, and Mrs. Annu Sharma Khandelwal (DIN: 07562588) and Mr. Govind Sharan Khandelwal (DIN: 09519474), Non-executive Independent Directors, as Members of the Committee.

The Committee oversees the Companys risk management framework and monitors key business risks to ensure effective risk identi cation, assessment, mitigation, and governance. During the Financial Year under review, all recommendations made by the Risk Management Committee were duly accepted by the Board of Directors.

19. Risk management frame work

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

Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efIcient manner. The Board has formed a Risk Management Committee to identify the risks impacting the business, formulate strategies /policies aimed at risk mitigation as part of risk management. The Risk Management Committee of the Company monitors and reviews the risk management plan of the Company, in accordance with the Risk Management Policy of the Company.

20. Vigil mechanism/ whistle blower policy

In Accordance of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, to report to the management genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct.

With the core aim to achieve the highest standards of ethical, moral and legal conduct of business operations and to nurture these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.

The mechanism provides a secure channel to the employees and Directors for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases, ensuring transparency and accountability in addressing whistleblower concerns. There are no restrictions for accessing the Audit Committee for any of the Companys employees.

The whistle blower policy is placed on the website of the Company and can be accessed www.continentalsecuritiesltd.com policies.

21. Meetings

During the financial year 2025-26, following meetings were convened:

Board Meetings:

Pursuant to Section 173 and Section 175 of the Companies Act, 2013, read with Secretarial Standard-1 (SS-1) and Regulation 17(2) of the SEBI (LODR) Regulations, 2015, the Board meets at least four times in a financial year, ensuring that the gap between two consecutive meetings does not exceed 120 days. Additionally, In case of business exigencies or urgency of matters, and resolutions are passed by circulation, whenever required, to address the Companys business requirements.

During the Financial Year 2025 26, 13 (Thirteen) Board Meetings were convened and held. The details of the meetings and attendance of Directors are provided below.

Meeting No.	Date of Board Meeting	Boards strength	No. of Directors present
1	May 07, 2025	5	5
2	May 12, 2025	5	5
3	May 16, 2025	5	5
4	May 24, 2025	5	5
5	May 26, 2025	5	5
6	May 31, 2025	5	5
7	July 19, 2025	5	4
8	August 29, 2025	5	5
9	October 15, 2025	6	5
10	October 31, 2025	6	5
11	January 12, 2026	6	5
12	January 31, 2026	6	6
13	February 07, 2026	6	6

The intervening gap between the Board Meetings was with in the period prescribed under the Act and SEBI LODR Regulations.

Audit Committee Meetings:

During the Financial Year 2025 26, 04 (Four) meetings of the Audit Committee were held in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members attended each of the Audit Committee meetings convened during the year.

Meeting No.	Date of Audit committee	Boards strength	No. of Members
	Meeting		present
1	May 26, 2025	3	3
2	July 19, 2025	3	3
3	October 15, 2025	3	3
4	January 12, 2026	3	3

Nomination & Remuneration Committee Meetings:

During the Financial Year 2025 26, 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All members of the Committee attended both the meetings.

The details of the meetings are as follows:

1. Meeting No. 01/2025 26 August 29, 2025

2. Meeting No. 02/2025 26 October 31, 2025

Independent Directors Meeting:

During the Financial Year under review, a separate meeting of Non-executive Independent Directors was convened on August 29, 2025 in strict adherence to regulatory requirements.

This meeting was held without the participation of Non-Independent Directors or members of the Companys Management, thereby ensuring an environment conducive to independent deliberation and oversight.

The Independent Directors, in the course of this meeting, reviewed and discussed various matters arising from Committee meetings and Board deliberations. Their discussions encompassed, inter alia, the assessment of the quality, adequacy, and timelines of information flow between the Companys Management and the Board, ensuring that the Board is equipped with all necessary data and insights to effectively discharge its fiduciary and governance responsibilities.

The Institute of corporate affairs serve data bank for independent director in accordance with the provision of section150 of the companies act 2013.

Stakeholder Relationships Committee Meeting:

During the financial year 2025-26, 01 (One) Committee meeting were held, All the members were present in all Stakeholder Relationships Committee Meeting convened by the company.

1. Meeting no. 01/2025-26 held on August 29, 2025.

Members Meetings:

During the financial year 2025-26, 01 (One) meeting were held, Annual General meeting.

1. Meeting no. 01/2025-26 held on September 22, 2025. (AGM)

22. Performance evaluation of the board, committees and individual directors

In accordance with the criteria set forth in the Act and the SEBI (LODR) Regulations 2015, the Board of Directors has conducted an annual assessment of its performance, along with that of its Committees and Individual Directors. The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors, which is in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015.

Evaluations Parameters:

- Assess & Robust implement policies and structures, procedures.

- Development of suitable strategies and business plans at appropriate time and its effectiveness.

- Communication of expectations & concerns clearly with subordinates.

- Exercise of objective independent judgment in the best interest of the company.

- Over sight off financial reporting process, including internal controls.

- Discharge of functions and duties as per the terms of reference.

- Review managements succession plan & effective meetings.

- Clearly de ning roles & monitoring activities of committees.

- Review of corporations and ethical conduct.

- Obtain adequate, relevant &Timely information from external sources.

23. Declaration by independent director

In accordance with the provisions of the Section 149(6) of the Act and Regulation 16(1)(b) & 25 of SEBI (LODR) Regulations, 2015, the Company has received declarations from all the Independent Directors of the Company conRrming that they meet the criteria of independence for Independent Directors.

The Board af rms that the Independent Directors fulXl the aforesaid criteria and possess requisite integrity, qualiDcations, proRciency, experience, expertise and are independent of the management.

The names of all the Independent Directors of the Company have been included in the Independent Directors databank maintained by Indian Institute of Corporate Affairs ("IICA").None of the Directors have any pecuniary relationship or transactions with the Company.

Terms and Conditions of Appointment of Independent Directors

The terms and conditions of appointment of Independent Directors are available on the Companys website www.continentalsecuritiesltd.com .

24. Familiarization programme for independent directors

In our dedication to uphold strong governance practices, your Company has in place a system of conducting the familiarization programmes for Independent Directors in view of adherence with the expected obligations and responsibilities of Independent Directors as prescribed under the Regulation 25(7) of the SEBI (LODR) Regulations, 2015. As per the Programme, Independent Directors are acquainted with their roles, rights, responsibilities, and the nature and business model of the Company upon their induction.

The Programme is designed to provide a conceptual framework aligned with contemporary expectations, mandating that Independent Directors comply with a code of ethics and integrity to fulXl their responsibilities in a professional and trustworthy manner, thereby fostering conJdence within the investment community. The objective of this program is to educate Independent Directors about their rights and obligations, as well as to familiarize them with the regulatory landscape and the business model under which the Company operates.

The induction and continuous training programs empower the Board, including Independent Directors to make well-informed and deliberate decisions that align with the best interests of the Companys stakeholders.

The speciHcs of the Familiarization Programme have been hosted on the Companys website and can be accessed at www.continentalsecuritiesltd.com .

25. Certificate of Non-DisqualiXcation of Directors

The Board of Directors hereby af rms that none of its members are disqualified from being appointed as Directors in accordance with the provisions of Section 164 of the Act. Further, no Director has been debarred from holding the office of Directors by virtue of any SEBI order or any other such authority. None of the Directors of the Company are related to each other.

In support of the above, a certificate from a Company Secretary in practice has been obtained conRrming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by SEBI / MCA or any such statutory authority. The same forms part of this Annual Report as Annexure-II.

26. Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act") and the rules made thereunder, the Company has formulated and implemented a Policy(www.continentslsecuritiesltd.com) for prevention of sexual harassment against women and redressal of complaints (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Nomination and remuneration policy

In pursuit of building a capable and visionary leadership team, the Company has laid down a comprehensive Nomination and Remuneration Policy for the selection, compensation and, governance of its Directors, Key Managerial Personnel ("KMP"), and Senior Managerial Personnel("SMP"). This Policy emphasizes ethical conduct, professional merit, and organizational t, ensuring that individuals appointed to critical roles bring value through their competence and insight. The policy also promotes transparency in the nomination process, reinforcing the Companys commitment to responsible leadership.

The Policy has been formulated in accordance with the Section 178 of the Act, provisions of Regulation 19 of SEBI (LODR) Regulations, 2015 and Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs issued by RBI vide circular dated RBI/2022-23/36 DOR.GOV.REC. No.29/18.10.002/2022-23 on April 29, 2022 ("RBI Guidelines"), as amended from time to time.

The Nomination and Remuneration Policy is available on the Companys website at www.continentalsecuritiesltd.com.

28. Related party transactions

Your Company has an explicit "Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions" to ensure that all related party transactions are on an arms length basis and in the ordinary course of business in adherence of the provisions of Section 188 of the Act and rules made thereunder and the SEBI (LODR) Regulations, 2015.

Accordingly, all related party transactions entered during Financial Year 2025-26 were on an arms length basis and in the ordinary course of business under the Act and were not material under the SEBI (LODR) Regulations, 2015.

All related party transactions entered into during the Financial Year, were presented to both the Audit Committee and the Board. The Audit Committee has granted omnibus approval forrelated party transactions as per the provisions of the Act and the SEBI (LODR) Regulations, 2015. Further, in compliance with the Section 134(3)(h) of the Act, a thorough disclosure has been made in Form AOC-2 as Annexure-III which forms part of this Annual Report.

Additionally, in compliance with the SEBI and RBI Master Directions, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available for viewing on the Companys website at www.continentalsecuritiesltd.com.

29. Management discussion and analysis

The financial year 2025-26 was a year of satisfactory performance by the Company. Highlights of Companys performance are covered in detail in the Management Discussion and Analysis Report (MDAR), Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, is annexed herewith part to this Report.

30. Human Resources Management

We rmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

31. Maternity benefits provided by the company under maternity benefit act, 1961

The Company places strong emphasis on creating a supportive, inclusive and equitable workplace for its women employees. As part of this commitment, the Company have been in compliance with the all-applicable provisions of Maternity Benefit Act, 1961, during the financial year under review.

Accordingly, the Company has in place a well-de ned Leave Policy, which explicitly outlines the provisions related to maternity leave and associated benefits. All eligible women have been extended the statutory benefits prescribed under the Act, including paid maternity leaves, continuity of salary and service during the leave period, and post maternity support.

Recognizing the importance of employee welfare, the Company remains dedicated to ensuring a safe and empowering work environment for its women employees in accordance with the applicable laws.

32. Adoption of Internal Guidelines on Corporate Governance

The provisions of Corporate Governance as speciHed under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company during the financial year 2025 26, as the paid-up equity share capital and net worth of the Company were within the prescribed limits.

The applicability of these provisions was determined based on the audited financial statements for the financial year ended 31 March 2026. Upon completion of the statutory audit and approval of the audited financial statements by the Board in May 2026, it was ascertained that the Companys net worth had exceeded 25 crore, thereby attracting the applicability of the Corporate Governance provisions in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the proviso to Regulation 15(2A) of the SEBI (LODR) Regulations, a listed entity to which the Corporate Governance provisions become applicable is required to comply with such provisions within a period of six months from the date of applicability.

Accordingly, the Board of Directors approved and adopted the Internal Guidelines on Corporate Governance and has initiated the necessary measures to ensure compliance with the applicable provisions of Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI (LODR) Regulations, 2015, within the prescribed timeline. The Company remains committed to maintaining the highest standards of corporate governance and regulatory compliance.

The Internal Guidelines on Corporate Governance has been framed in accordance with the Act, SEBI (LODR) Regulations, 2015, RBI Master Directions, 2021 and other applicable rules and regulations. The Internal Guidelines on Corporate Governance of the Company is available on the website of the Company and can be accessed at https://www.continentalsecuritiesltd.com.

33. Code of conduct for prevention of insider trading in companys securities

The Company has, formulated and adopted code of conduct for prevention of Insider Trading in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations").

The Code of Conduct for Prevention of Insider Trading was formulated to regulate, monitor and ensure reporting of trading by Designated Persons and their immediate relatives designated on the basis of their functional role in the Company towards achieving compliance with the Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The provisions of the Code are designed to prohibit identified Designated Persons from trading in the Companys Securities while in possession of Unpublished Price Sensitive Information ("UPSI").

The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with Securities of the Company and cautions them against the consequences of violations.

In order to protect the interest of the stakeholders at large, Mrs. Pravita Khandelwal, Company Secretary and Compliance OfIcer of the Company, is authorized to act as Compliance OfIcer under the Code, with the responsibility to oversee adherence to Insider Trading Regulations and related governance principles.

Furthermore, in accordance with regulations 3 (5) and (6) of SEBI (PIT) Regulation 2015, the Company has maintained a Structural Digital Database ("SDD"), wherein details of persons with whom UPSI is shared on need-to-know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database. It ensures proper record-keeping and monitoring of access to UPSI. This database serves as an essential tool for regulatory compliance, preventing unauthorized dissemination and ensuring transparency in the management of sensitive financial information.

The SDD is maintained internally by the Company and is not outsourced in accordance with the provisions of the PIT Regulations.

34.Corporate social responsibility (CSR):

As the Company does not fall under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

35. Particulars of REAs, guarantees or investments under section 186:

Pursuant to Section 186 (11) of the Companies Act, 2013, loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Finance company in the ordinary course of its business are exempted from disclosure in the Boards Report.

36. Annual return

The Annual Return has been prepared in form MGT-7 as on March 31, 2026 in compliance with the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014. The same is placed on the website of the Company and can be accessed at https://www.continentalsecuritiesltd.com/annual-report .

37. Notices received/ penalty imposed- NIL

38. Failure to implement any corporate action-NIL

39. Deposits

As a non-deposit taking (NBFC) Finance Company, your Company has not solicited, accepted or renewed any xed deposits from the public, as defined in Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Therefore, the disclosure in terms of RBI Master Directions is not required.

40. Outlook on NBFCs

India has been witnessing good growth in consumer leading in recent years and NBFCS have been growing this business much better than banks. NBFCS are here to stay and play an important role in economic growth and financial inclusion. As Indias economy grows, the requirement for credit will rise more than proportionately. We need both banks and NBFCs to step up to the challenge and power the economy with free-flowing credit lines.

41. RBI guidelines

During the year, there were no frauds have been reported by the Company. The Company has continued to follow all applicable guidelines issued by the Reserve bank of India for NBFCs regarding Capital Adequacy, Asset ClassiVcation, and provisioning and income recognition on non-performing asset as applicable to category of NBFCs not accepting Public Deposits. During the financial year 2025-26, Company has not borrowed any amount from its Directors.

42. Maintenance of cost records

The Company being a Listed-NBFCs is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act 2013.

43. Particulars of conservation of energy, technology absorption, foreign exchange earnings and out go-

Conservation of energy-

1.The steps taken or impact on conservation of energy; The operations of Company are not energy intensive.

2. The steps taken by the company for utilizing alternate sources of energy; The Company is exploring alternative source of energy, as and when the necessity arises 3. the capital investment on energy conservation equipment: NIL

Technology absorption-

The efforts made towards technology absorption.

1. The minimum technology required for the business has been absorbed

2. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

3. In case of imported technology; Not applicable

4.The expenditure incurred on Research and Development : NIL

Foreign exchange earnings and out go-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange out go during the year in terms of actual outflows.: NIL

44. Disclosures of Directors and Key Managerial Personnel on Remuneration

Rs. in Lacs

S. No. Name of Director/KMP and its Designation	Remuneration (or Sitting Fees) to the Director/KMP for the FY 2025-26	Percentage Increase / Decrease in remuneration in the FY 2025-26
1. Mr. Rajesh Khuteta (Managing Director)	12.00	33.33%
2. Ms. Mahima Khuteta	9.00	66.66%
3. Mr. Yash Khuteta	0.02	0.00
(Non-executive Director) w.e.f. 29-08-2025
4. Mrs. Annu Sharma Khandelwal	0.10	250%
(Independent Director)
5. Mr. Anant Sharma (Independent Director	0.09	450%
6. Mr. Govind Sharan Khandelwal	0.08	400%
(Independent Director)
7. Mr. Hemant Gupta (C.F. O)	3.35	13.56%
8. Mrs. Pravita Khandelwal (Company	4.80	33.33%
Secretary and compliance OfIcer

45. Remuneration of non-executive / executive directors

Details pertaining to remuneration as required under Section197 (12) of the companies act, 2013 read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014:

1. Only sitting fee is paid to Non-executive Directors and non-executive Independent Directors.

2. The number of employees on the roll of the company are 4.

3. The Median Remuneration of Employees (MRE) of the Company is Rupees 3,35,000. MRE of the year is increased by 24.42% compared to previous year.

4. There is no variable component in remuneration of Directors of the Company.

5. The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year -None.

It is here by af rmed that the remuneration paid is as per the remuneration policy of the company.

46. CEO/CFO Certification

Pursuant to Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Chief Executive OfIcer ("CEO") and the Chief Financial OfIcer ("CFO") of the Company provide an annual certi cation to the Board of Directors, af rming the integrity of financial reporting and the effectiveness of internal controls, copy of which is attached to this Report as Annexure-V".

47. Details of Utilization of Funds Raised through Preferential Allotment

During the financial year under review, the Company allotted equity shares upon conversion of warrants issued on a preferential basis in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said conversion resulted in an increase in the paid-up equity share capital of the Company.

The Company received the (75%) balance consideration towards the conversion of warrants and the funds so received have been fully utilized for the objects stated in the explanatory statement to the notice of the shareholders approving the preferential issue.

The details of utilization of funds are as under:
Particulars	Amount ( in Lakhs)
Total funds raised through conversion of warrants	Rs. 661.50
Amount utilized during the year	Rs. 661.50
Unutilized amount as at the end of the year	Nil

There has been no deviation or variation in the utilization of funds raised through the preferential allotment from the objects stated in the explanatory statement to the notice of the shareholders.

48. Arbitration Mechanism (ODR Mechanism)

SEBI has vide Circular no. SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated July 31, 2023 (updated as on December 20, 2023) amended from time to time, established a common Online Dispute Resolution Portal ("ODR Portal") which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. This information along with SEBI circular is available on the website of the Company at https://smartodr.in/login for the Shareholders information and reference.

SCORES (SEBI COMPLAINTS REDRESSAL SYSTEM)

The Company has made continuous efforts to ensure that grievances are more expeditiously redressed. SEBI Complaints Redress System ("SCORES") administers a centralised web-based complaints redress system. It enables investors to lodge and follow up complaints and track the status of online redressal.

All the activities starting from lodging of a complaint till its disposal are carried online in an automated environment and the status of every complaint can be viewed online at any time.

49. Registrar and share transfer agent

During the year under review, Beetal Financial Computer Services Pvt. Ltd. was the Registrar and Transfer Agent of the Company.

50. Downstream investment

The company neither have any foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other company in India.

51. Gender-wise composition of employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees:6 Female Employees:3 Transgender Employees: Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

52. Acknowledgements and appreciation

The Board of Directors extends their gratitude for the valuable guidance and support received from all stakeholders of the Company, including the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges i.e BSE, and other regulatory authorities. They also acknowledge the support of bankers, lenders, financial institutions, members, National Securities Depository Limited, Central Depository Services (India) Limited, and customers of the Company for their continued trust and support. Additionally, the Directors thankful to the Senior Management team, Employees, KMPs of the Company, which contributed to the excellent performance of the Company during the Financial Year.